Data Processing Addendum

This Data Processing Addendum ("DPA" or "Addendum") forms part of the subscription services agreement or other written or electronic agreement between Takt, Inc. ("Takt") and the customer identified in the Agreement ("Customer") that references or incorporates this DPA (the "Agreement"), and reflects the parties' agreement with respect to the Processing of Customer Personal Data. Except as expressly modified here, the terms of the Agreement remain in full force and effect. In the event of any conflict between this DPA and the Agreement with respect to the Processing of Customer Personal Data, this DPA controls. Each party's liability arising out of or relating to this DPA is subject to the limitations and exclusions of liability agreed in the Agreement.

1. Subject Matter and Duration

1(a) Subject Matter

This DPA reflects the parties' commitment to abide by Data Protection Laws concerning the Processing of Customer Personal Data in connection with Takt's provision of the Services under the Agreement. Reference to the "Services" means the Takt warehouse-intelligence and labor-management platform and related services provided by Takt under the Agreement.

1(b) Duration and Survival

This DPA is binding upon the parties as of the effective date of the Agreement and will continue in effect for so long as Takt Processes Customer Personal Data on behalf of Customer. Provisions that by their nature are intended to survive termination or expiration of the Agreement — including obligations relating to confidentiality, return or deletion of data, and cross-border transfers — will survive.

2. Definitions

Capitalized terms not defined in this DPA have the meaning given to them in the Agreement.

2(a) Customer Personal Data

"Customer Personal Data" means Personal Data that Takt Processes on behalf of Customer in connection with providing the Services, as further described in Section 9 (Processing Details) and Exhibit B.

2(b) Data Protection Laws

"Data Protection Laws" means all data protection and privacy laws and regulations applicable to the Processing of Customer Personal Data under the Agreement, including, where applicable, the EU General Data Protection Regulation 2016/679 ("GDPR"), the GDPR as incorporated into the law of the United Kingdom ("UK GDPR"), the Swiss Federal Act on Data Protection, and U.S. state privacy laws including the California Consumer Privacy Act as amended by the California Privacy Rights Act (together, "CCPA").

2(c) Process / Processing

"Process" or "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure, transmission, dissemination, combination, restriction, erasure, or destruction.

2(d) Security Incident

"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data Processed by Takt. A Security Incident does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, such as unsuccessful log-in attempts, pings, port scans, denial-of-service attacks, or other network attacks on firewalls or networked systems.

2(e) Subprocessor

"Subprocessor" means a third party authorized by Takt to Process Customer Personal Data on Takt's behalf in connection with the Services.

2(f) Roles of the Parties

For the purposes of this DPA and Data Protection Laws, Customer is the Controller (or, under the CCPA, the Business), and Takt is the Processor (or, under the CCPA, the Service Provider), of Customer Personal Data. Where Customer itself acts as a Processor on behalf of a third-party Controller, Takt acts as a subprocessor. "Controller," "Processor," "Data Subject," "Personal Data," "Business," and "Service Provider" have the meanings given in the applicable Data Protection Laws.

3. Data Use and Processing

3(a) Documented Instructions

Takt will Process Customer Personal Data only on behalf of Customer and in accordance with Customer's documented instructions, including as set out in the Agreement, this DPA, and Customer's authorized use and configuration of the Services, except where otherwise required by applicable law. Takt will inform Customer if, in Takt's opinion, an instruction infringes Data Protection Laws, unless prohibited from doing so by law.

3(b) Authorization to Use Subprocessors

Customer provides a general authorization for Takt to engage Subprocessors to Process Customer Personal Data in connection with the Services. A current list of Subprocessors is maintained through the Takt Trust Center at trust.takt.io, and the principal Subprocessors as of the date of this DPA are listed in Exhibit B.

3(c) Takt and Subprocessor Compliance

Takt will enter into a written agreement with each Subprocessor that imposes data protection obligations no less protective of Customer Personal Data than those set out in this DPA, to the extent applicable to the nature of the services provided by that Subprocessor. Takt remains responsible for the performance of each Subprocessor's obligations.

3(d) Right to Object to Subprocessors

Takt will provide notice of the addition of a new Subprocessor through the Takt Trust Center or another reasonable means. Customer may object in writing to Takt's appointment of a new Subprocessor within fourteen (14) days of such notice on reasonable data-protection grounds, in which case the parties will discuss the objection in good faith with a view to achieving a commercially reasonable resolution. If no such resolution is reached within thirty (30) days of Customer's objection, Customer may terminate the affected Services (and only the affected Services) upon written notice, without penalty, and Takt will refund any prepaid fees for the terminated Services covering the period after the effective date of termination.

3(e) Confidentiality

Takt will ensure that personnel authorized to Process Customer Personal Data are subject to appropriate obligations of confidentiality, whether contractual or statutory.

3(f) Personal Data Inquiries and Requests

Taking into account the nature of the Processing, Takt will provide reasonable assistance to Customer, by appropriate technical and organizational measures and insofar as possible, to respond to requests from Data Subjects to exercise their rights under Data Protection Laws. If Takt receives a request directly from a Data Subject concerning Customer Personal Data, Takt will, unless legally required to respond, refer the Data Subject to Customer.

3(g) Data Protection Impact Assessment

Takt will provide reasonable assistance to Customer, at Customer's expense, with any data protection impact assessments and prior consultations with supervisory authorities that Customer is required to carry out under Data Protection Laws, in each case solely in relation to the Processing of Customer Personal Data by Takt and taking into account the information available to Takt.

3(h) Demonstrable Compliance

Takt will make available to Customer information reasonably necessary to demonstrate compliance with its obligations under this DPA, as further described in Section 7 (Audits).

3(i) Service Optimization

Takt may Process Customer Personal Data as reasonably necessary to provide, secure, monitor, troubleshoot, and improve the Services, to detect and prevent Security Incidents and fraud, and to comply with legal obligations. Takt does not sell Customer Personal Data and does not use Customer Personal Data for unrelated advertising. Takt does not use Customer Personal Data to train or improve machine-learning or artificial-intelligence models that are made available to, or that benefit, other customers. Any use of Customer Personal Data to develop or improve models, analytics, or benchmarks is limited to aggregated or de-identified data from which an individual cannot reasonably be re-identified. Any such Processing is limited to what is permitted by the Agreement and applicable Data Protection Laws.

3(j) U.S. State-Specific Terms

To the extent Takt Processes Personal Data subject to the CCPA or another U.S. state privacy law on behalf of Customer, Takt acts as a Service Provider (or processor, as applicable) and will: (i) not sell or share such Personal Data; (ii) not retain, use, or disclose such Personal Data for any purpose other than the specific business purpose of performing the Services, or as otherwise permitted by applicable law; (iii) not retain, use, or disclose such Personal Data outside the direct business relationship between the parties; (iv) not combine such Personal Data with Personal Data received from or on behalf of another person, except as permitted by applicable law; (v) notify Customer promptly if Takt determines that it can no longer meet its obligations under applicable U.S. state privacy laws; and (vi) upon reasonable notice, permit Customer to take reasonable and appropriate steps to stop and remediate any unauthorized use of such Personal Data. Takt certifies that it understands and will comply with these restrictions. Customer may exercise its rights under this Section in a manner consistent with the audit provisions of Section 7.

3(k) Automated Decision-Making and Employment Context

The Services may generate productivity metrics, labor-standard comparisons, rankings, and coaching or observation outputs derived from Customer-supplied data. Takt provides these as analytical tools for use by Customer's authorized personnel and does not itself take decisions that produce legal or similarly significant effects on Data Subjects within the meaning of Article 22 GDPR. Customer, as Controller, is responsible for determining how such outputs are used, for any decisions taken on their basis, and for compliance with Data Protection Laws governing Processing in the employment context — including Article 88 GDPR and applicable national, collective-bargaining, and works-council requirements — including providing any required notices to, and where applicable consultation with, workers or their representatives.

4. Information Security Program

4(a) Security Measures

Takt will implement and maintain a written information security program that includes appropriate technical and organizational measures designed to protect Customer Personal Data against Security Incidents and to preserve the security, confidentiality, integrity, and availability of Customer Personal Data. These measures are described in Takt's Information Security Standards set out in Exhibit A and are consistent with Takt's SOC 2 Type II compliance program and industry practices. Takt may update these measures from time to time provided that the updates do not materially reduce the overall level of protection.

5. Security Incidents

5(a) Notice

Upon becoming aware of a Security Incident, Takt will notify Customer without undue delay and in any event no later than forty-eight (48) hours after becoming aware of the Security Incident. Notice will be provided to Customer's designated security or privacy contact or, if none has been designated, to Customer's account administrator. Such notice will describe, to the extent known, the nature of the Security Incident, the categories and approximate number of Data Subjects and records concerned, the likely consequences, and the measures taken or proposed to address it. Takt will cooperate reasonably with Customer in the investigation and remediation of the Security Incident. Takt's notification of or response to a Security Incident is not an acknowledgment of fault or liability.

6. Cross-Border Transfers of Customer Personal Data

6(a) Cross-Border Transfers

Customer authorizes Takt and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area ("EEA"), Switzerland, and the United Kingdom to the United States, as necessary to provide the Services. Takt's primary production deployment is hosted in the United States; Takt also offers a European Union regional deployment hosted in Google Cloud's europe-west4 region in the Netherlands, with data residency aligned to the deployment selected by Customer.

6(b) Data Transfer Impact Assessment Questionnaire

Takt has provided the responses set out in Exhibit B to assist Customer in carrying out any transfer impact assessment required under Data Protection Laws.

6(c) EEA, Swiss, and UK Standard Contractual Clauses

Where the transfer of Customer Personal Data is subject to the GDPR and is made to a country that has not received an adequacy decision, the Standard Contractual Clauses set out in Exhibit C (the "EU SCCs") are incorporated into and form part of this DPA, and the following apply: (i) Module Two (Controller to Processor) applies where Customer is a Controller of Customer Personal Data, and Module Three (Processor to Processor) applies where Customer is a Processor acting on behalf of a third-party Controller; (ii) in Clause 7, the docking clause does not apply; (iii) in Clause 9, Option 2 (general written authorization) applies, and the time period for prior notice of Subprocessor changes is as set out in Section 3(d); (iv) in Clause 11, the optional independent dispute-resolution language does not apply; (v) in Clause 17, the EU SCCs are governed by the law of Ireland; (vi) in Clause 18(b), disputes will be resolved before the courts of Ireland; and (vii) the Annexes of the EU SCCs are populated by the Appendix set out in Exhibit C.

For transfers subject to the Swiss Federal Act on Data Protection, the EU SCCs apply with the following modifications: references to the GDPR are understood as references to the Swiss FADP; the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner; and the term "Member State" will not be interpreted to exclude Data Subjects in Switzerland from bringing a claim in their place of habitual residence.

For transfers subject to the UK GDPR, the UK International Data Transfer Addendum to the EU SCCs set out in Annex III to Exhibit C (the "UK Addendum") applies and is incorporated into this DPA.

6(d) Data Transfer Impact Assessment Outcome

Taking into account the information in Exhibit B and the technical and organizational measures in Exhibit A, the parties consider that the transfer mechanisms described above, together with the supplementary measures implemented by Takt, afford Customer Personal Data a level of protection essentially equivalent to that guaranteed within the EEA.

6(e) Government and Law-Enforcement Access Requests

If Takt receives a legally binding request from a public authority, including a law-enforcement or government agency, for disclosure of Customer Personal Data, Takt will, unless legally prohibited: (i) promptly notify Customer of the request; (ii) inform the requesting authority that Takt is a Processor acting on Customer's behalf and, where appropriate, redirect the request to Customer; (iii) challenge or seek to narrow any request that is overbroad, unlawful, or inconsistent with Data Protection Laws; and (iv) disclose only the minimum Customer Personal Data necessary to respond. If Takt is legally prohibited from notifying Customer, Takt will use reasonable efforts to obtain a waiver of that prohibition and will keep a record of the request to make available to Customer to the extent permitted by law.

7. Audits

7(a) Customer Audit

Upon reasonable prior written request, and no more than once per twelve-month period (unless required by a supervisory authority or following a Security Incident), Takt will make available information reasonably necessary to demonstrate compliance with this DPA. Takt may in the first instance satisfy audit requests by providing its most recent SOC 2 Type II report, penetration-test summary, or other third-party certifications and security documentation. Where such documentation is not reasonably sufficient to demonstrate compliance with this DPA, or where an audit is required by a supervisory authority or by the Standard Contractual Clauses, Customer (or an independent auditor mandated by Customer that is not a competitor of Takt) may conduct an audit, including an inspection, of the processing activities covered by this DPA, subject to the following conditions: no more than once per twelve-month period (except following a Security Incident or where required by a supervisory authority); at least thirty (30) days' prior written notice; during normal business hours; at Customer's expense; and subject to the confidentiality obligations of the Agreement. Any audit must be conducted in a manner that does not compromise the security of other customers' data or unreasonably disrupt Takt's operations, and may not extend to other customers' data or to Takt's proprietary information unrelated to the Services.

8. Data Deletion

8(a) Data Deletion

Upon expiration or termination of the Agreement, Takt will, at Customer's election, delete or return Customer Personal Data. Before deletion, and for so long as Customer Personal Data remains available in the Services, Customer may retrieve or export its Customer Personal Data through the functionality of the Services. Unless the Agreement or applicable law requires otherwise, Takt will delete Customer production data within ninety (90) days following termination or expiration of the Agreement. Backup copies expire through Takt's normal backup lifecycle following deletion of the active data. For the EU regional deployment, backups and replication are maintained within the European Union and expire on the applicable backup lifecycle. Takt may retain Customer Personal Data to the extent required by applicable law, in which case Takt will continue to protect it in accordance with this DPA.

9. Processing Details

Exhibit A — Takt Information Security Standards

Takt maintains an information security program that includes the following technical and organizational measures, which are consistent with Takt's SOC 2 Type II compliance program. Google Cloud is responsible for the physical security and operation of the underlying infrastructure; Takt is responsible for application security, logical access control, configuration, customer data protection, and secure software delivery.

1. Information Security Program and Policies. Takt maintains documented security policies and procedures covering access control, cryptography, secure development, vulnerability management, vendor management, incident response, asset management, business continuity, physical security, and data handling, reviewed at least annually.

2. Personnel Security and Training. Personnel are subject to confidentiality obligations, background-screening where permitted, security awareness training, and prompt access removal upon offboarding or role change.

3. Access Control. Takt applies role-based access control and least-privilege principles. Multi-factor authentication is required for privileged and remote access. Internal access provisioning requires documented approval. Access reviews are performed monthly for critical systems and quarterly for high- and medium-risk systems. Customer platform authorization is enforced through fine-grained permissions at the organization and facility level.

4. Tenant Isolation. Customer data is logically separated using tenant-aware access controls and application-layer authorization boundaries, with customers organized into dedicated organizations.

5. Encryption. Customer data is encrypted at rest using AES-256 through cloud-native storage protections and encrypted in transit using TLS 1.2 or higher. SFTP connectivity uses current NIST-recommended cipher suites and key-exchange algorithms.

6. Authentication. Takt supports enterprise single sign-on (OIDC, SAML, and Microsoft Active Directory via WorkOS) and email/password authentication, with passwords hashed using bcrypt.

7. Secure Development and Change Management. Code changes originate from tracked work items and proceed through peer review with GPG-signed commits. CI/CD pipelines perform automated static analysis and vulnerability checks, with deployments blocked when severity thresholds are exceeded. Build outputs are immutable, signed container images, and Software Bills of Materials are generated. Secrets are managed through Google Cloud Secret Manager and held only in memory at runtime.

8. Network and Compute Security. Takt uses firewalls and network segmentation, Cloudflare and Google Cloud Armor for DDoS and web-application-firewall protection with OWASP-aligned rules, distroless minimal containers running as unprivileged users on Google's Container-Optimized OS, and scoped service accounts.

9. Monitoring and Detection. Takt maintains application, network, and compute monitoring and alerting, including load-balancer anomaly, container, firewall, VPC-flow, and IAM/firewall configuration-change monitoring.

10. Vulnerability Management and Penetration Testing. Container images and SBOMs are continuously scanned, with findings routed through a remediation workflow. Takt conducts annual third-party penetration testing (most recently with Mandiant, April 2026).

11. Incident Response. Takt maintains a formal incident response process with defined roles, 24x7 response coverage, severity-based escalation, logging, containment, remediation, and post-incident review.

12. Backups, Business Continuity, and Disaster Recovery. Takt maintains documented, tested backup and restore procedures, a multi-zone deployment architecture, and documented business continuity and disaster recovery procedures with annual BC/DR testing.

Additional assurance materials are available through the Takt Trust Center at trust.takt.io. Security questions may be directed to security@takt.io.

Exhibit B — Data Transfer Impact Assessment Questionnaire

Principal Subprocessors

Exhibit C — Standard Contractual Clauses

The Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914 of 4 June 2021 are set out below. In accordance with Section 6(c) of this DPA: Module Two (controller to processor) and Module Three (processor to processor) apply, and the provisions specific to Module One and Module Four are omitted as not applicable; the optional docking clause in Clause 7 is not incorporated; in Clause 9, Option 2 (general written authorisation) applies with the notice period set out in Section 3(d); the optional independent dispute-resolution language in Clause 11 is not incorporated; in Clause 17, the Clauses are governed by the law of Ireland; and in Clause 18(b), disputes will be resolved before the courts of Ireland. The Appendix to the Clauses is completed as set out following Clause 18, and the UK International Data Transfer Addendum is set out in Annex III.

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1 — Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter 'entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each 'data exporter'), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each 'data importer') have agreed to these standard contractual clauses (hereinafter: 'Clauses').

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 — Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 — Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 — Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); (iii) Clause 9 — Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e); (iv) Clause 12 — Modules Two and Three: Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 — Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 — Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 — Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 — Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 — Optional: Docking clause

Not incorporated (see Section 6(c) of this DPA).

SECTION II — OBLIGATIONS OF THE PARTIES

Clause 8 — Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

[Module One provisions omitted — not applicable per Section 6(c).]

MODULE TWO: Transfer controller to processor

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter 'sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter 'onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

MODULE THREE: Transfer processor to processor

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter 'sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter 'onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679; (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller.

(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

[Module Four provisions omitted — not applicable per Section 6(c).]

Clause 9 — Use of sub-processors

(Option 2 — General Written Authorisation — applies per Section 6(c) of this DPA; Option 1 is omitted.)

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) OPTION 2: GENERAL WRITTEN AUTHORISATION — The data importer has the data exporter's (Module Two) or the controller's (Module Three) general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter (Module Two) or the controller (Module Three) in writing of any intended changes to that list through the addition or replacement of sub-processors at least fourteen (14) days in advance (as set out in Section 3(d) of this DPA), thereby giving the data exporter or controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter or controller with the information necessary to enable the exercise of the right to object. Under Module Three, the data importer shall inform the data exporter of the engagement of the sub-processor(s).

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter under Module Two, or the controller under Module Three), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter's (or, under Module Three, the controller's) request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby — in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent — the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 — Data subject rights

[Module One provisions omitted — not applicable per Section 6(c).]

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

MODULE THREE: Transfer processor to processor

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11 — Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. (The optional independent dispute-resolution language is not incorporated, per Section 6(c) of this DPA.)

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 — Liability

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 — Supervision

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III — LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14 — Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination — including those requiring the disclosure of data to public authorities or authorising access by such authorities — relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller.]

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three:, if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 — Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor / MODULE THREE: Transfer processor to processor

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer. [For Module Three: The data exporter shall forward the notification to the controller.]

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). [For Module Three: The data exporter shall forward the information to the controller.]

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV — FINAL PROVISIONS

Clause 16 — Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 — Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland (per Section 6(c) of this DPA).

Clause 18 — Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland (per Section 6(c) of this DPA).

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

ANNEX I.A — List of Parties

Data exporter: The Customer identified in the Agreement, acting as a Controller (Module Two) or as a Processor on behalf of a third-party Controller (Module Three). Name, address, contact details, and signature are as set out in, and given by execution of, the Agreement incorporating this DPA. Activities relevant to the transfer: use of the Takt warehouse-intelligence and labor-management platform as described in the Agreement.

Data importer: Takt, Inc., 1902 Campus Commons Drive, Suite 200, Reston, VA 20191, United States. Contact: privacy@takt.io. Role: Processor. Activities relevant to the transfer: provision of the Services as described in the Agreement and Section 9 of this DPA. Signature and date: by execution of the Agreement incorporating this DPA.

ANNEX I.B — Description of Transfer

The categories of data subjects, categories of personal data, sensitive data (not intentionally transferred), frequency of the transfer (continuous), nature and purpose of the processing, and duration of the processing are as set out in Section 9 (Processing Details) of this DPA, which is incorporated into this Annex I.B by reference. The period for which personal data will be retained is as set out in Section 8 (Data Deletion) of this DPA. Transfers to subprocessors are for the functions and durations described in Section 3(b), Exhibit B, and the subprocessor list maintained at trust.takt.io.

ANNEX I.C — Competent Supervisory Authority

The competent supervisory authority is determined in accordance with Clause 13: where the data exporter is established in an EU Member State, the supervisory authority of that Member State; otherwise, the supervisory authority identified pursuant to Clause 13(a) as applicable to the data exporter's circumstances.

ANNEX II — Technical and Organisational Measures

The technical and organisational measures implemented by the data importer, including measures to ensure the security of the data and measures for the provision of assistance to the data exporter (and, for Module Three, the controller), are those set out in Exhibit A (Takt Information Security Standards) of this DPA, which is incorporated into this Annex II by reference. For transfers to subprocessors, the data importer imposes data protection obligations no less protective than those set out in this DPA, as described in Section 3(c).

ANNEX III — UK International Data Transfer Addendum

This Annex III comprises the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (version B1.0, in force 21 March 2022) issued by the UK Information Commissioner under s. 119A(1) of the Data Protection Act 2018. Its Part 2 Mandatory Clauses are incorporated by reference as permitted by the Addendum, being the Mandatory Clauses of the Approved Addendum as published by the Information Commissioner and laid before Parliament, as revised under Section 18 of those Mandatory Clauses. Part 1 Tables are completed as follows:

Table 1 — Parties: As set out in Annex I.A above. The exporter is the Customer; the importer is Takt, Inc. Contact details as in Annex I.A.

Table 2 — Selected SCCs, Modules and Selected Clauses: The version of the Approved EU SCCs which this Addendum is appended to, as set out above in this Exhibit C, including the Appendix information, with modules, clause selections, and options as specified in Section 6(c) of this DPA.

Table 3 — Appendix Information: Annex I.A (List of Parties), Annex I.B (Description of Transfer), and Annex II (Technical and Organisational Measures) as set out above; the list of subprocessors is as described in Section 3(b) and Exhibit B of this DPA.

Table 4 — Ending this Addendum when the Approved Addendum Changes: Neither party may end this Addendum as set out in Section 19 of the Mandatory Clauses (i.e., both "Importer" and "Exporter" boxes are unselected; the Addendum continues in force with revisions under Section 18).

For transfers subject to the Swiss Federal Act on Data Protection, the EU SCCs apply with the modifications set out in Section 6(c) of this DPA.