This Data Processing Agreement ("Agreement") forms part of the Contract for

Services ("Principal Agreement") between

_____________________
_____________________
_____________________

(the “Company”)

and

_____________________
_____________________
_____________________

(the “Data Processor”)

(together as the “Parties”)

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the
processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies
with the requirements of the current legal framework in relation to data
processing and with the 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, and repealing Directive 95/46/EC (General Data
Protection Regulation).
(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used
in this Agreement shall have the following meaning:

1.1.1 "Agreement" means this Data Processing Agreement and all

Schedules;

1.1.2 "Company Personal Data" means any Personal Data

Processed by a Contracted Processor on behalf of Company
pursuant to or in connection with the Principal Agreement;

1.1.3 "Contracted Processor" means a Subprocessor;

Data Processing Agreement — Your Company

 1.1.4 "Data Protection Laws" means EU Data Protection Laws and,
to the extent applicable, the data protection or privacy laws of
any other country;

1.1.5 "EEA" means the European Economic Area;

1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as

transposed into domestic legislation of each Member State and
as amended, replaced or superseded from time to time,
including by the GDPR and laws implementing or supplementing
the GDPR;

1.1.7 "GDPR" means EU General Data Protection Regulation

2016/679;

1.1.8 "Data Transfer" means:

1.1.8.1 a transfer of Company Personal Data from the

Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a

Contracted Processor to a Subcontracted Processor, or
between two establishments of a Contracted
Processor,

in each case, where such transfer would be prohibited by Data

Protection Laws (or by the terms of data transfer agreements
put in place to address the data transfer restrictions of Data
Protection Laws);

1.1.9 "Services" means the __________________ services the

Company provides.

1.1.10 "Subprocessor" means any person appointed by or on behalf of

Processor to process Personal Data on behalf of the Company in
connection with the Agreement.

1.2 The terms, "Commission", "Controller", "Data Subject", "Member

State", "Personal Data", "Personal Data Breach", "Processing" and
"Supervisory Authority" shall have the same meaning as in the GDPR,
and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing
of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant
Company’s documented instructions.

Data Processing Agreement — Your Company

2.2 The Company instructs Processor to process Company Personal Data.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any

employee, agent or contractor of any Contracted Processor who may have
access to the Company Personal Data, ensuring in each case that access
is strictly limited to those individuals who need to know / access the
relevant Company Personal Data, as strictly necessary for the purposes of
the Principal Agreement, and to comply with Applicable Laws in the
context of that individual's duties to the Contracted Processor, ensuring
that all such individuals are subject to confidentiality undertakings or
professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and
the nature, scope, context and purposes of Processing as well as the risk
of varying likelihood and severity for the rights and freedoms of natural
persons, Processor shall in relation to the Company Personal Data
implement appropriate technical and organizational measures to ensure a
level of security appropriate to that risk, including, as appropriate, the
measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account
in particular of the risks that are presented by Processing, in particular
from a Personal Data Breach.

5. Subprocessing

5.1 Processor shall not appoint (or disclose any Company Personal Data to)
any Subprocessor unless required or authorized by the Company.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist
the Company by implementing appropriate technical and organisational
measures, insofar as this is possible, for the fulfilment of the Company
obligations, as reasonably understood by Company, to respond to
requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data

Subject under any Data Protection Law in respect of Company
Personal Data; and

6.2.2 ensure that it does not respond to that request except on the
documented instructions of Company or as required by
Applicable Laws to which the Processor is subject, in which case
Processor shall to the extent permitted by Applicable Laws

Data Processing Agreement — Your Company

 inform Company of that legal requirement before the Contracted
Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor
becoming aware of a Personal Data Breach affecting Company Personal
Data, providing Company with sufficient information to allow the Company
to meet any obligations to report or inform Data Subjects of the Personal
Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable
commercial steps as are directed by Company to assist in the
investigation, mitigation and remediation of each such Personal Data
Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Company with any

data protection impact assessments, and prior consultations with
Supervising Authorities or other competent data privacy authorities, which
Company reasonably considers to be required by article 35 or 36 of the
GDPR or equivalent provisions of any other Data Protection Law, in each
case solely in relation to Processing of Company Personal Data by, and
taking into account the nature of the Processing and information available
to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9 Processor shall promptly and in any event within
10 business days of the date of cessation of any Services involving the
Processing of Company Personal Data (the "Cessation Date"), delete and
procure the deletion of all copies of those Company Personal Data.

9.2 Processor shall provide written certification to Company that it has fully
complied with this section 9 within 10 business days of the Cessation
Date.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Company
on request all information necessary to demonstrate compliance with this
Agreement, and shall allow for and contribute to audits, including
inspections, by the Company or an auditor mandated by the Company in
relation to the Processing of the Company Personal Data by the
Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1
to the extent that the Agreement does not otherwise give them
information and audit rights meeting the relevant requirements of Data
Protection Law.

Data Processing Agreement — Your Company

11. Data Transfer

11.1 The Processor may not transfer or authorize the transfer of Data to
countries outside the EU and/or the European Economic Area (EEA)
without the prior written consent of the Company. If personal data
processed under this Agreement is transferred from a country within the
European Economic Area to a country outside the European Economic
Area, the Parties shall ensure that the personal data are adequately
protected. To achieve this, the Parties shall, unless agreed otherwise, rely
on EU approved standard contractual clauses for the transfer of personal
data.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it
receives about the other Party and its business in connection with this
Agreement (“Confidential Information”) confidential and must not use
or disclose that Confidential Information without the prior written consent
of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement
must be in writing and will be delivered personally, sent by post or sent by
email to the address or email address set out in the heading of this
Agreement at such other address as notified from time to time by the
Parties changing address.

Data Processing Agreement — Your Company

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of _______________.

13.2 Any dispute arising in connection with this Agreement, which the Parties
will not be able to resolve amicably, will be submitted to the exclusive
jurisdiction of the courts of _________________, subject to possible
appeal to __________________________________.

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date
first set out below.

Your Company

Signature ______________________________

Name: ________________________________

Title: _________________________________

Date Signed: ___________________________

Processor Company

Signature ______________________________

Name _________________________________

Title __________________________________

Date Signed ____________________________

Data Processing Agreement — Your Company