Intapp Vendor Data Processing Addendum
This Data Processing Addendum (‘Addendum’) forms part of the agreement (the ‘Agreement’) between: Integration Appliance, Inc. and its affiliates (collectively, ‘Intapp’) and (ii) _____________________ (‘Vendor’).
Except as modified below, the terms of the Agreement remain in effect.
In consideration of the mutual obligations set out herein, the Parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended by, and including, this Addendum.
1.1 In this Addendum, the following terms shall have the meanings set out below:
1.1.1 ‘Applicable Laws’ means (a) European Union or Member State laws with respect to any Intapp Personal Data in respect of which Intapp is subject to EU Data Protection Laws; (b) the laws of the United States, Canada and Australia.
1.1.2 ‘Data Protection Laws’ means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of the United States, Canada and Australia.
1.1.3 ‘EEA’ means the European Economic Area.
1.1.4 ‘EU Data Protection Laws’ means EU Directive 95/46/EC, as implemented into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
1.1.5 ‘GDPR’ means the EU General Data Protection Regulation 2016/679.
1.1.6 ‘Intapp Personal Data’ means any Personal Data Processed by Vendor on behalf of the Intapp pursuant to or in connection with the Agreement.
1.1.7 ‘Restricted Transfer’ means a transfer of Intapp Personal Data from the Intapp to Vendor outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the GDPR).
1.1.8 ‘Services’ means, for the purposes of this Addendum, the services performed by Vendor for Intapp.
1.1.9 ‘Standard Contractual Clauses’ means the contractual clauses set out in Annex 2.
1.1.10 ‘Subprocessor’ means any third party (including a Vendor Affiliate) appointed by or on behalf of Vendor to Process Intapp Personal Data.
1.2 The terms, ‘Commission’, ‘Controller’, ‘Data Subject’, ‘Member State’, ‘Personal Data’, ‘Personal Data Breach’, ‘Processing’ and ‘Supervisory Authority’ have the same meaning as in the Data Protection Laws.
2. Processing of Intapp Personal Data
2.1 This Addendum applies to Vendor’s Processing of Intapp Personal Data in the course of Vendor providing Services to Intapp. As such, Intapp is the Controller and Vendor is the Processor.
2.2 Vendor will only Process Intapp Personal Data in accordance with the Intapp’s documented instructions unless Processing is required by Applicable Laws to which Vendor is subject, in which case Vendor will, to the extent permitted by Applicable Laws, inform Intapp of that legal requirement before Processing the Personal Data.
2.3 Intapp (i) instructs Vendor and (and authorises Vendor to instruct each Subprocessor) to Process Intapp Personal Data, and in particular, transfer Intapp Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement; and (ii) represents and warrants that (a) it is and will at all relevant times remain authorised to give such instructions, and (b) all such instructions comply with Applicable Laws.
2.4 Vendor will promptly notify Intapp if, in Vendor’s reasonable opinion, any instructions violate Applicable Laws.
2.5 To the extent allowed by Applicable Laws, Vendor will notify Intapp without undue delay if Intapp property, including Intapp Personal Data, is endangered by measures undertaken by third parties (such as seizure or confiscation), by insolvency proceedings or any other events.
2.6 Annex 1 to this Addendum sets out certain information regarding Vendor’s Processing of the Intapp Personal Data as required by Article 28(3) of the GDPR. Intapp may make reasonable amendments to Annex 1 by written notice to Vendor from time to time as Intapp reasonably considers necessary to meet those requirements.
3. Vendor Personnel
Vendor will ensure that any Vendor employee, agent or contractor who may have access to Intapp Personal Data is subject to confidentiality undertakings in respect of Intapp Personal Data.
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, Vendor has implemented appropriate technical and organisational measures in respect of Intapp Personal Data 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, Vendor will take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
4.3 To the extent that Vendor or Vendor Personnel access Company’s systems (or Company’s customers’ systems) during the Services, then at all times while engaged in providing the Services, Vendor will observe and comply with Company’s applicable security procedures, rules, regulations and policies, as Company may communicate to Vendor from time to time. Vendor will not permit any third person, including any employee or contractor of Vendor (“Vendor Personnel”), to have access to Company’s systems (or Company’s customers’ systems) through any log-on made available to Vendor without Company’s prior written consent. In the event that such consent is granted, Vendor will notify Company within 48 hours of the date that Vendor Personnel no longer requires such access to provide the Services, including but not limited to upon terminating the employment/engagement of Vendor Personnel (such notice to be provided by Vendor by email to HR_notification@intapp.com or such other recipient as Company may designate). Vendor will not disclose Confidential Information to any Vendor Personnel, allow any Vendor Personnel to have access to Confidential Information, nor allow any Vendor Personnel to have access to Company’s (or Company’s customers’) systems if such person has been convicted of a crime of dishonesty, breach of trust or money laundering; is ineligible to work in the location where Services are to be provided; or is on the OFAC Specially Designated Nationals List.
4.4 If Vendor has not already performed a criminal background check on Vendor Personnel, or required such of a subcontractor, who will provide Services to Company, Vendor agrees to perform a check on any of these employees or other personnel before they start providing Services to Company (unless Vendor advises us that performing a check would violate applicable laws or regulations applicable, in which event Vendor will notify Company of such limitation). Any background checks will be conducted solely at Vendor’s expense in accordance with applicable laws and regulations as well as good industry practices and shall include, without limitation, the (i) identification of convictions based on dishonesty and/or involving finances such as fraud, forgery, and embezzlement (ii) confirmation that the individual is eligible to work in the location where Services are to be provided, and is not on the OFAC Specially Designated Nationals List and (ii) verification of the social security number (or applicable government-issued personal identification number).
5.1 Intapp authorises Vendor to appoint (and permit each Subprocessor appointed in accordance with this Clause 5 to appoint) Subprocessors in accordance with this Clause 5 and any restrictions in the Agreement.
5.2 Vendor may continue to use those Subprocessors it has engaged as at the date of this Addendum.
5.3 Vendor will give Intapp prior written notice of the appointment of any new Subprocessor, including details of the Processing to be undertaken by the Subprocessor. If, within 10 business days of receiving the notice, Intapp notifies Vendor in writing of any reasonable objections to the proposed appointment, Vendor will not appoint (or disclose any Intapp Personal Data to) that proposed Subprocessor until reasonable steps have been taken to address the objections raised by Intapp and Intapp has been provided with a reasonable written explanation of the steps taken. If Vendor is not able to satisfactorily resolve Intapp’s objections within a reasonable time, Intapp may terminate the Agreement without cause.
5.4 With respect to each Subprocessor, Vendor will:
5.4.1 Ensure that the arrangement between Vendor and the Subprocessor is governed by a written contract including terms offering at least the same level of protection for Intapp Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR; and
5.4.2 If that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between Vendor and the Subprocessor, or before the Subprocessor first Processes Intapp Personal Data, procure that it enters into an agreement incorporating the Standard Contractual Clauses with Intapp.
5.5 Vendor will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of any Subprocessor that cause Vendor to breach any of its obligations under this Addendum.
6. Data Subject Rights
6.1 The Services provide Intapp with a number of means by which Intapp may retrieve, correct, delete or restrict Intapp Personal Data. Intapp may use these means as technical and organisational measures to assist it in connection with its obligations under the GDPR, including its obligations relating to responding to requests from Data Subjects.
6.2 Vendor will (i) promptly notify Intapp if it receives a request from a Data Subject under any Data Protection Law in respect of Intapp Personal Data; and (ii) not respond to that request except as required by Applicable Laws to which Vendor is subject, in which case Vendor will, to the extent permitted by Applicable Laws, inform Intapp of that legal requirement before Vendor responds to the request.
7. Personal Data Breach
7.1 Vendor will notify Intapp without undue delay upon becoming aware of an actual or suspected, threatened or ‘near miss’ Personal Data Breach affecting Intapp Personal Data, providing Intapp with sufficient information to allow Intapp to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Vendor will cooperate with Intapp and take such reasonable commercial steps as requested by Intapp to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Deletion or Return of Intapp Personal Data
8.1 Unless otherwise agreed in the Agreement, within 90 days of the expiration or termination of the Agreement (the ‘Termination Date’), Vendor will delete permanently Intapp Personal Data unless Intapp has previously deleted all such Intapp Personal Data before the Termination Date.
8.2 Notwithstanding Clause 8.1, Vendor may retain Intapp Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws (and Vendor may retain business contact information for Intapp’s staff); provided, however, that Vendor will ensure the confidentiality of all such Intapp Personal Data and will ensure that such Intapp Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its retention, and for no other purpose.
9. Data Protection Impact Assessments and Audit Rights
9.1 Vendor will provide reasonable assistance to Intapp with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Intapp reasonably considers to be required of it 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 Intapp Personal Data by, and taking into account the nature of the Processing and information available to, Vendor
9.2 Intapp may conduct an audit or inspection to verify the adequacy of Vendor’s security measures and Vendor’s compliance with its obligations under this Addendum, including under the Standard Contractual Clauses if they apply, by (i) upon 30 days’ notice, conducting such audit at its own expense, or (ii) agreeing with Vendor that Vendor will carry out the audit. Vendor will reasonably assist Intapp in the conduct of any audit or inspection. If the Standard Contractual Clauses apply, nothing in this Clause 9 varies or modifies the Standard Contractual Clauses or affects any Supervisory Authority’s or Data Subject’s rights under the Standard Contractual Clauses.
9.3 If Intapp and Vendor agree that Vendor will conduct the audit described in Clause 9.2, the audit (i) will be performed at least annually; (ii) will be performed according to ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001; and (iii) will be performed by independent third-party security auditors. At the conclusion of the audit the auditor will prepare an audit report (‘Report’). Upon the Intapp’s request, Vendor will provide Intapp with the Report. The Report will be deemed Vendor Confidential Information.
10. Restricted Transfers
10.1 If Vendor does not have, at the time of a Restricted Transfer, certification under the Privacy Shield programme, Vendor will enter into the Standard Contractual Clauses in respect of any Restricted Transfer.
10.2 Vendor will notify Intapp if it ceases to maintain, or anticipates the revocation or withdrawal of its Privacy Shield certification.
11. General Terms
11.1 Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses:
11.1.1 the Parties agree to submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
11.1.2 this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.
11.2 In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses prevail. In the event of inconsistencies between this Addendum and any other agreements between the Parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the Parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum prevail.
11.3 This Addendum remains in effect until termination or expiration of the Agreement.
11.4 The liability of each Party under this Addendum is subject to the exclusions and limitations of liability set out in the Agreement.
11.5 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum will remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.
IN WITNESS WHEREOF, this Addendum is entered into and becomes a binding part of the Agreement with effect from the date first set out above.
Signature: ______________________________ Name: _________________________________ Title: __________________________________ Date: ____________________________
Integration Appliance, Inc.
Signature: ______________________________ Name: _________________________________ Title: __________________________________ Date: ____________________________
ANNEX 1: DETAILS OF PROCESSING OF INTAPP PERSONAL DATA
This Annex 1 includes certain details of the Processing of Intapp Personal Data as required by Article 28(3) GDPR.
Subject matter and duration of the Processing of Intapp Personal Data
The subject matter and duration of the Processing of the Intapp Personal Data are set out in the Agreement and this Addendum.
The nature and purpose of the Processing of Intapp Personal Data
Only as required for providing the contracted services
The types of Intapp Personal Data to be Processed
Only as required for providing the contracted services
The categories of Data Subjects to whom the Intapp Personal Data relates
Only as required for providing the contracted services
The obligations and rights of Intapp and Intapp Affiliates
The obligations and rights of the Intapp are set out in the Agreement and this Addendum.
ANNEX 2: STANDARD CONTRACTUAL CLAUSES
Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
Name of the data exporting organisation: Integration Appliance, Inc. or Intapp Limited
Address: 200 Portage Ave, Palo Alto, CA 94306, USA
Tel.: +1 650 852 0400; fax: +1 650 852 0402; e-mail: email@example.com
Other information needed to identify the organisation
Integration Appliance, Inc. or Intapp Limited (the data exporter)
And Name of the data importing organisation: Address: Tel.: ________________; fax: _________________; e-mail:__________________ Other information needed to identify the organisation:
(the data importer)
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2h4p style="text-align: left;">Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.
Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
On behalf of the data exporter: Name (written out in full): Thomas Hadig Position: Company Security Officer Address: 200 Portage Avenue, Palo Alto, CA 94306 Other information necessary in order for the contract to be binding (if any): Signature……………………………………….
On behalf of the data importer: Name (written out in full): Position: Address: Other information necessary in order for the contract to be binding (if any): Signature……………………………………….
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
he data exporter is:
Integration Appliance, Inc. and its affiliate Intapp Limited
The data importer is:
The company listed on page 1 of Annex 2 as Importer
The personal data transferred concern the following categories of data subjects:
Only as required for providing the contracted services.
Categories of data
The personal data transferred concern the following categories of data:
Only as required for providing the contracted services.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:
Only as required for providing the contracted services.
The personal data transferred will be subject to the following basic processing activities:
Only as required for providing the contracted services.
Authorised Signature ……………………
Authorised Signature ……………………
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):
These standards apply to any vendors, third parties or subcontractors ("Vendor") involved in the delivery of services to Integration Appliance, Inc. and its affiliates including Intapp Limited (jointly referred to as "Intapp").
1. Human Resources Security
1.1 The Vendor shall ensure that confidentiality and non-disclosure agreements are signed by, or on behalf of, all their permanent employees, temporary employees, agents, contractors and sub-contractors ("Vendor Personnel") working on, or gaining access to, Intapp systems and/or Intapp Data, and the Vendor shall be held responsible at all times for any breach of such agreements by them or the Vendor Personnel. “Intapp Data” means any non-public data provided by Intapp or its systems including but not limited to Personal Information.
1.2 The following background checks are required to be conducted by the Vendor on all Vendor Personnel routinely working with information involving Intapp systems and Intapp Data prior to the date upon which the Vendor Personnel is assigned to an Intapp project or contract:
1.2.1 Proof of identity;
1.2.2 Proof of legal right to work;
1.2.3 Proof of activity/employment covering a period of two continuous years immediately prior to being engaged by Vendor;
1.2.4 Employment references for two most recent employers;
1.2.5 Criminal records check
This information shall be collected by the Vendor. Upon request Vendor will provide written certification that the foregoing screening has taken place with respect to an individual.
1.3 The Vendor must perform reasonable checks as may be agreed by the parties to identify possible conflicts of interest when subcontracting elements of Intapp work. Work shall not be subcontracted without the prior consent of Intapp.
1.4 All responsibilities of Vendor relating to information security under this Security Policy must be communicated to the Vendor Personnel by the Vendor prior to the Vendor Personnel being assigned to an Intapp project or contract and at regular intervals thereafter (minimum once a year).
1.5 The increased risks of working with Intapp Data away from secure locations, such as during travel or working from home, must be specifically communicated to the Vendor Personnel and the Vendor and Vendor Personnel shall at all times remain liable for any breach of this Agreement relating to Intapp Data occurring outside a secure location.
2. Access to Facilities
2.1 Access to all Vendor facilities and offices containing Intapp Data must be to authorised Vendor Personnel and visitors only. Suitable access control measures, such as electronic card access and a regular auditing process must be in place to monitor that access, including outside of regular business hours.
2.2 Monitoring procedures by the Vendor must be in place to identify unauthorised access attempts as well as fire and flooding incidents in areas used to house Intapp Data. Any identified breaches involving Intapp Data must be reported to Intapp as soon as reasonably possible following the identification of such breaches.
2.3 Access control procedures at the Vendor premises must be in place to take account of Vendor Personnel joining, moving and leaving Intapp-related projects to ensure that access is only granted where required. All such movements of Vendor Personnel shall be securely and accurately documented.
2.4 The access granted to Intapp Data must be reviewed regularly (yearly as a minimum) to ensure that it is appropriate.
2.5 Visitor access to the Vendor Premises must be audited and actions taken to prevent their unauthorised access to Intapp Data.
2.6 Servers and infrastructure used to host Intapp Data must be housed in dedicated, secure rooms with adequate access control and climate monitoring.
2.7 Visitors to computer rooms must be registered before entering and, if appropriate, accompanied at all times.
2.8 Equipment provided for main/backup power supply and fire suppression must conform to the manufacturer's specification and must be tested/reviewed yearly to ensure it remains in good operable condition.
2.9 Intapp Data will be processed, maintained or stored in the specified geographic region, if applicable, and will not be transferred to a different region without the consent of Intapp.
3. Personal Computer Security
3.1 Personal devices (i.e., computers not owned/leased and operated by the Vendor) must not be used to store Intapp Data or connect to Intapp systems.
3.2 Vendor Personnel must be informed of the security policies and rules on the use of personal devices in an environment used to host Intapp Data prior to their assignment to an Intapp project or contract.
3.3 Measures to enforce or assess compliance with the rules governing the use of personal devices must be in place.
3.4 Security requirements regarding teleworking must be regularly communicated to all Vendor Personnel.
3.5 Encryption must be used for all laptops and portable storage medium containing any Intapp Data.
3.6 Password-protected screensavers that activate after a set period of inactivity must be used for all laptops and desktops hosting Intapp Data.
3.7 Passwords granting access to computers, applications and accounts relating to Intapp must not be hard-coded.
3.8 Passwords must not be transmitted in clear text.
3.9 Vendor Personnel must be informed about the use of secure passwords.
3.10 In order to prevent unauthorised data access, all forms of media used to store, transport or transfer Intapp Data must be securely wiped or suitably destroyed following their end of life, contract completion, or within a reasonable time thereafter.
3.11 Before a device used to store Intapp Data is transferred between Vendor Personnel, consideration must be given to the secure removal of that information to ensure the principle of 'need to know' is adhered to.
3.12 A secure process must exist, that Vendor Personnel are required to follow, to enable the immediate reporting of the loss of any Intapp Data and the Vendor is responsible for ensuring that the Vendor Personnel are informed of and understand that process.
3.13 Procedures must be in place to prevent unauthorised disclosure of Intapp Data following report of any loss.
4. Network and Application Access
4.1 Documented procedures and policies must be established for the request, approval, administration and review of user IDs and passwords for Vendor’s network and applications access.
4.2 Requests for application/data access (to information involving Intapp Data) must be approved by a senior manager or the application/data owner.
4.3 Access to Vendor’s systems must be assigned to an individual, taking into account their role and segregation of duties. Individuals will be held accountable for actions undertaken through the issued account.
4.4 Temporary account passwords must have enforced change enabled on initial log-on and must expire within at least 48 hours if not used.
4.5 A documented password policy for Vendor system access must be enforced and must include, as a minimum, the following controls:
4.5.1 minimum of eight characters;
4.5.2 meet three of the following four criteria: contain upper case characters, contain lower case characters, contain a mix of numerals and non-alphanumeric characters;
4.5.3 reuse of previous passwords must be limited.
4.6 Default user IDs and passwords must be disabled or changed from their initial values.
4.7 Accounts relating to disabled or inactive user IDs must be removed within a reasonable time period.
4.8 User accounts of Vendor Personnel who have access to Intapp Data who leave the Vendor’s employment must be disabled on the day of termination of employment.
4.9 System access rights must be reviewed at least once a year to ensure that permissions remain valid and in line with the 'need to know' principle.
5. Disaster Recovery and Continuity Management
5.1 Contingency and disaster recovery plans covering the provision of all services to Intapp must be documented, updated, and tested/evaluated on an annual basis.
5.2 Up-to-date anti-virus software must be installed on all Vendor end-user devices connecting to environments hosting Intapp Data, and all software introduced into those environments must be scanned for malware or viruses prior to being uploaded to the environment.
5.3 Laptops equipped with wireless network access capabilities must have an appropriately configured software firewall installed.
5.4 A technical vulnerability management process must be in place to ensure security updates are reviewed and deployed as appropriate in a timely manner.
6. Change Management
Formal change management procedures must be documented, communicated and adhered to for development and maintenance of applications and infrastructure used to host Intapp services.
7. Hard Copy Records
7.1 Hard copy documents containing Intapp Data must be suitably secured and never left unattended. A clear desk policy should be in place.
7.2 Vendor Personnel must be informed of the security considerations and policies in relation to photocopying, printing, and mailing of Intapp Data.
7.3 Paper documentation containing Intapp Data must be disposed of securely.
7.4 Where automated methods are not in place, manual auditing of transfer of paper documentation containing Intapp Data must be implemented.
8. Other Security Matters
8.1 User accounts with system administrator or "super-user" privileges must be limited to a small group of nominated individuals in accordance with their approved job responsibilities.
8.2 Log files for security auditing and system administrative activities must be secured and maintained for an appropriate period of time.
8.3 Access to local area networks from unsecured networks must be prevented through the use of appropriate technical and logical controls.
8.4 Remote network access capabilities must be appropriately secured and limited to authorised business personnel only.
8.5 Intapp Data will not be faxed by Vendor.
8.6 Highly confidential data transmissions involving Intapp Data including but not limited to Sensitive Personal Data must be subject to additional data protection measures e.g. encryption.
8.7 A procedure must be established and communicated to ensure that significant security incidents are immediately escalated for containment and remediation./p>
8.8 A named individual must be provided by the Vendor to liaise with Intapp on all security matters and incidents.