Data Processing Agreement (“DPA”)

Data Processing Agreement (“DPA”)

Exhibit C 

Data Processing Agreement (“DPA”) 

________ (“Customer”) and RFPIO, Inc. (“Company”) have entered into an Order Form (“Agreement”), where  Customer is using Company’s Software and Services. This DPA governs the data processing related obligations of  Company and Customer for any applicable Order Form involving the processing of Customer’s Personal Information.  In the event of any inconsistency or conflict between this DPA and the Agreement, the terms and conditions of the  DPA shall prevail.  

In delivering the Software or Services under the Agreement, Company may Process Personal Information/ Personal  Data as a Data Processor on behalf of Customer, which is the data controller.  

It is hereby agreed as follows: 

  1. Definitions.

1.1. All capitalized terms not specifically defined in this DPA shall have the same meaning as provided for in the Agreement.  Terms used but not defined in the Agreement or in this Section 1 (Definitions), will have the same meaning as set forth  in Article 4 of the GDPR.  

1.2. “Data Controller” means the natural or legal person which, alone or jointly with others, determines the purposes and  means of the processing of the Personal Information/ Personal Data, or as otherwise specified in applicable  Privacy/Data Protection Laws. 

1.3. “Data Processor” means a natural or legal person, public authority or other body which processes Personal  Information/ Personal Data on behalf of the Data Controller, or as otherwise specified in applicable Privacy/Data  Protection Laws.  

1.4. “Personal Information/ Personal Data” means any information relating to an identified or identifiable natural person  that is stored, Processed, or transmitted in connection with, or as a result of, providing the Software or Services or as  may otherwise be specified in applicable Privacy/Data Protection Laws. Personal Information/ Personal Data shall  include any information that is Processed in connection with the Services (i) relating to an identified or identifiable  natural person, or (ii) that identifies, relates to, describes, is capable of being associated with, or could reasonably be  linked, directly or indirectly, with a particular individual or household (including, without limitation, the data elements  listed in section 1798.140(o)(1)(A)-(K) of the CCPA if any such data element identifies, relates to, describes, is capable  of being associated with, or could be reasonably linked, directly or indirectly, with a particular individual or household). 

1.5. “Privacy/Data Protection Laws” means any and/or all domestic and foreign laws, rules, directives and regulations, on  any local, provincial, state, federal or national level, pertaining to data privacy, data security and/or the protection of  Personal Information/ Personal Data, including the Regulation EU 2016/679 of the European Parliament and of the  Council of April 27, 2016 on the protection of natural persons with regard to the processing of Personal Information/  Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection  Regulations” or “GDPR”) and the laws implementing or supplementing the GDPR, including each EU Member States’  national implementation thereof; (ii) following the United Kingdom’s exit from the EU, the United Kingdom’s national  implementation of the GDPR and the United Kingdom’s Data Protection Act of 2018; (iii) the California Consumer  Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq., (“CCPA”), the Canadian Personal Information Protection and  Electronic Documents Act, SC 2000, c 5 (PIPEDA), and any successor legislation or regulations thereto. 

1.6. “Process,” “Processing,” or “Processed” means an operation or set of operations that is performed upon Personal  Information/ Personal Data, whether or not by automatic means, including, collection, recording, organization,  storage, access, transmission, adaptation, alteration, retrieval, consultation, use, disclosure, dissemination, making  available, alignment, combination, blocking, disposal, deleting, erasure, or destruction.“Security Incident” means any  unauthorized or unlawful breach of security leading to the accidental or unlawful destruction loss, alteration,  unauthorized disclosure or access to Personal Information/ Personal Data. 

1.7. “Sub-processor” means any third party (including any Processor’s Subsidiary) engaged by Processor to Process any  Personal Information/ Personal Data relating to this DPA and/or the Contracts.

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1.8. “Subsidiary” means any entity that is controlled (directly or indirectly) by another entity, where “control” means at  least fifty percent (50%) ownership of the outstanding shares of the entity, or the ability to direct the management of  the entity by contract or otherwise.  

1.9. “Secondary Customer” means a customer which has entered into a Data Processing Agreement with Customer or a  Customer Subsidiary. 

  1. Subject and Scope.

2.1. To the extent Processing of Personal Information/ Personal Data takes place, the United Kingdon or European Union  the GDPR and this DPA will apply. To the extent Processing of Personal Information/ Personal Data pertains to a  California resident the CCPA and this DPA shall apply. 

2.2. Company shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on  behalf of Customer where Customer is the Data Controller, as a Sub-Data Processor acting on behalf of Customer where Customer is a Data Processor or as Sub-Sub-Data Processor where Customer is a Sub-Data Processor. Company agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as  described in the Agreement(s).  

2.3. Customer discloses Personal Information/ Personal Data to Company solely for: (i) a valid business purpose; and (ii)  Company to perform the Services. 

2.4. Subject to the CCPA, Company is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using,  or disclosing Personal Information/ Personal Data for a commercial purpose other than providing the Services; and (iii)  retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between Company  and Customer. 

2.5. As necessary for the provision of the Software and Services, Customer instructs Company (and authorizes Company  to instruct each Subprocessor) to: 

2.5.1. Process Personal Information/ Personal Data, including but not limited to by disclosing such data to  Subprocessors and Affiliates; 

2.5.2. transfer Personal Information/ Personal Data to any country or territory subject to Section 5; and  2.5.3. engage any Subprocessors subject to Section 4. 

2.6. Customer warrants and represents that it is and will at all relevant times remain duly and effectively authorized to  give such instruction. 

2.7. Customer is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and  Processing of any Personal Information/ Personal Data. 

  1. Technical, organizational measures and Security

3.1. Company implements and maintains appropriate technical and organizational measures to ensure a level of security  appropriate to the risk. The parties agree that the security measures as described in Attachment 1 are appropriate to  protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that  these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the  Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their  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. 

3.2. Company shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of  delivering the Services under the Agreement to Customer.  

3.3. At a minimum, Company agrees to maintain SOC2 Type 2 compliance and ISO 27001 or equivalent standards, the scope  of which contains the Security Measures identified at Attachment 1. Company may modify its Security Measures from  time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided  in this DPA.  

3.4. At all times that Company Processes, and/or has access to Personal Information/ Personal Data, Company shall (a)  Process such Personal Information/ Personal Data only in accordance with Customer’s documented instructions (b)  not Sell (as defined under CCPA) Personal Information/ Personal Data, or retain, use, or disclose such Personal  Information/ Personal Data (i) for any purpose other than for the specific purpose of performing the Services or (ii)  outside the direct business relationship between Customer and Company.

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3.5. Acknowledging that Customer (and not Company): (i) controls the nature and contents of Customer Data (including  any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access  to Customer Data (including any Personal Information/ Personal Data therein), Customer represents and warrants that  on the date of this DPA and during the Term: 

3.5.1. with respect to Personal Information/ Personal Data, the TOM meet the requirements set out in Privacy/ Data  Protection Laws applicable to Customer’s use of the Services; 

3.5.2. Personal Information/ Personal Data has been and will be collected and Processed by Customer in accordance  with applicable Privacy/Data Protection Laws; 

3.5.3. the Processing of Personal Information/ Personal Data in accordance with this DPA by Company will not violate  applicable Privacy/Data Protection Laws; and 

3.5.4. Customer will take all steps necessary to ensure it achieves the foregoing, including without limitation, by  providing Data Subjects with appropriate privacy notices, obtaining any required consent, and ensuring that  there is a lawful basis for Contracted Processors to Process Personal Information/ Personal Data. 

  1. Sub-Processing

4.1. Company shall not subcontract any Sub-processor without the prior written consent of Customer. Notwithstanding  this, Customer consents to Company engaging (i) the Sub-processors listed in this section 4.1; and (ii) new Sub processors provided that Company gives Customer reasonable prior notice.  

 Approved Company’s Sub-Processors  

Sub-Processor 

Purpose 

Location (By Country)

Amazon Web Services 

Cloud Hosting Provider 

United States of America or  European Union (per  

Customer election)

Zendesk 

Customer support ticketing system 

United States of America

RFPIO India Private Limited 

Customer support relating to the  

performance of services under the  

Agreement

India

ProWritingAid 

Content writing assistance tool (Spell  check, grammar check etc.) built into the  RFPIO Application edit windows

Hosted by AWS in the United  States of America or  

European Union (per  

Customer election)



4.2 Company shall (i) have executed a valid and enforceable written contract with the Sub-processor containing privacy  and security provisions substantially similar to those contained in this DPA; (ii) Company remains fully liable for any  Security Incident that is caused by an act, error or omission of such Sub-processor; (iii) have put in place appropriate  measures to ensure that international transfers of Personal Information/ Personal Data occur in compliance with  Privacy/Data Protection Laws. 

  1. Cross-Border transfers

5.1. Where GDPR is applicable, Company will not Process or transfer Personal Information/ Personal Data outside of the  European Economic Area (“EEA”) unless (i) it is to a country which is considered to ensure an adequate level of  protection; or (ii) Company has first entered into the Standard Contractual Clauses for controllers annexed to European  Commission Decision 2010/87/EU (the “SCC”) which are hereby incorporated into this DPA and attached hereto as  Attachment 2; and (iii) it maintains an active information security system that adheres to SOC2 security measures. 

5.2. Customer hereby provides such consent for such Processing or transfer to the Sub-processors described in section 4  of this DPA and Company’s Subsidiaries as necessary provided the necessary security measures are in place. SCC Clause  5(h) is satisfied by the process described in Section 4 of this DPA. 

5.3. The Parties agree that for the purposes of Cross-Border transfers, each Secondary Customer and each Customer Subsidiary shall be considered as a data exporter and that the provisions contained in this Exhibit B apply to all 

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Secondary Customers and Customer Subsidiaries as third party beneficiaries if and to the extent the Company processes Customer Personal Information/ Personal Data for which the respective Secondary Customer or Customer  Subsidiary qualifies as Data Controller. 

  1. Deletion and Return

6.1. Upon Customer’s request, and subject to its customary data retention and archival processes, Company shall destroy all electronic Personal Information/ Personal Data or return to Customer all documented physical Personal  Information/ Personal Data (including copies) in its possession or control (including any Personal Information/ Personal  Data Processed by its Sub-Data Processors). This requirement shall not apply to the extent that Company is required  by any Privacy/Data Protection Laws to retain some or all of the Personal Information/ Personal Data, in which event  Company will isolate and protect the Personal Information/ Personal Data from any further Processing except to the  extent required by such Privacy/Data Protection Laws. Electronic copies of Personal Information/ Personal Data stored  in computer system backups that cannot reasonably be isolated for deletion from the backup and that are retrievable  only by using special tools need not be returned or destroyed provided that access to the system backup is restricted  and the Personal Information/ Personal Data is held in confidence for so long as Company’s obligations under this  Agreement continue. 

  1. Cooperation

7.1. To the extent Company is required under Privacy/Data Protection Laws, Company will assist Customer to comply with  Privacy/Data Protection Laws; in particular (i) Company will assist Customer in responding to any request from a data  subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Customer in responding to  any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under  the Agreement(s); (iii) it will promptly notify Customer if its Processing of Personal Information/ Personal Data is likely  to result in a high risk to the privacy rights of data subjects or is unable to comply with Customer’s instructions for any  reason, (iv) and upon reasonable request, will assist Customer to carry out data protection impact assessments. 

  1. Security Incidents

8.1. If Company becomes aware of a confirmed Security Incident or has a reasonable suspicion of a Personal Information/  Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s),  it will inform Customer without undue delay and will provide reasonable information and cooperation to Customer so  that Customer can fulfil any Personal Information/ Personal Data Security Incident reporting obligations it may have  under the applicable Privacy/Data Protection Laws. Company will take reasonably necessary measures to remedy and  mitigate the effects of the Security Incident and will keep Customer informed of all material developments with the  Security Incident. 

8.2. Insofar as it relates to Customer, the content and provision of any notification, public/regulatory communication or  press release concerning the Security Incident shall be solely at Customer’s discretion, except as otherwise required  by Privacy/Data Protection Laws. 

  1. Data Protection Impact Assessment and Prior Consultation

9.1. At Customer’s request, Company shall provide reasonable assistance to Customer with any data protection impact  assessments and prior consultations with Supervisory Authorities or other competent data privacy authorities, as  required by Article 35 or 36 of the GDPR, and in each case solely in relation to Processing of Personal Data by, and  taking into account the nature of the Processing and information available to, the Contracted Processors. 

  1. Audit Reports and Inspections

10.1. Audit Reports. Company uses external auditors to verify the adequacy of its security measures and controls for the  Software and Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA  SOC2 standards or such other alternative standards that are substantially equivalent to AICPA SOC2; (ii) be performed  by independent third party security professionals at Company’s selection and expense; and (iii) result in the generation  of a SOC 2 report (“Audit Report”), which will be Company’s Confidential Information. The Audit Report will be made  available to Customer upon written request no more than annually subject to the confidentiality obligations of the 

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Agreement or a mutually-agreed non-disclosure agreement covering the Audit Report. For the avoidance of doubt,  each Audit Report will only discuss Software and Services in existence at the time the Audit Report was issued.  10.2. Company will (i) make available to Customer on request all information necessary to demonstrate compliance with  this DPA, and (ii) allow for and contribute to audits, including inspections, by an auditor mandated by Customer in  relation to the Processing of the Personal Information/ Personal Data by Company. Any audit or penetration test  conducted by Customer or its representatives (a) shall be limited to Customer Data or information pertaining to the  Services performed under any Order Form by and between Customer and Company; (b) shall respect the confidentiality  obligations of Company’s other customers (c) shall be conducted at Customer’s sole expense and (d) shall be performed  not more than once annually. 

10.3. Information and audit rights of Customer only arise under Section 10.2 to the extent: (i) Company Processes Personal  Information/ Personal Data of Data Subjects located in the EEA on behalf of Customer; and (ii) this DPA (including  Section 11.1), the Company Documentation, and the Agreement do not otherwise give Customer information and  audit rights meeting the relevant requirements of the GDPR (including, where applicable, Article 28(3)(h) of the GDPR). 

10.4. Customer may only mandate an auditor for the purposes of Section 10.2 if the auditor is approved by Company in  writing, such approval not to be unreasonably withheld. 

10.5. Customer shall give Company reasonable notice of any audit or inspection to be conducted under Section 10.2 and  shall make (and ensure that each of its mandated auditors makes) reasonable endeavors to avoid causing any damage,  injury, or disruption to the Company’s premises, equipment, personnel, and business while its personnel are on those  premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for  the purposes of such an audit or inspection: 

10.5.1. to any individual unless he or she produces reasonable evidence of identity and authority; 10.5.2. outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an  emergency basis and Customer has given notice to Company that this is the case before attendance outside  those hours begins; or 

10.5.3. for the purposes of more than one audit or inspection, in respect of each Contracted Processor, in any  calendar year, except for any additional audits or inspections which: (i) Customer reasonably considers  necessary because of genuine concerns as to Company’s compliance with this DPA or after a Personal  Information/ Personal Data Breach; or (ii) Customer is required to carry out by a Supervisory Authority under  the GDPR, where Customer has identified its concerns or the relevant requirement or request in its notice to  Company of the audit or inspection. 

  1. Severance

11.1. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall 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. 

  1. Governing Law

12.1. The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any  disputes or claims arising under this DPA, including disputes regarding its existence, validity, or termination or the  consequences of its nullity; and 

12.2. This DPA 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. 

  1. General

13.1. The obligations placed under this DPA shall survive so long as Company and/or its Sub-processors Processes Personal  Information/ Personal Data on behalf of Customer. 

13.2. This DPA may not be modified except by written instrument signed by both parties.10.2 If any part of this DPA is held  unenforceable, the validity of all remaining clauses will not be affected. 

13.3. In the event of any conflict between this DPA and the Agreement(s), the terms of this DPA shall prevail.

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Attachment 1 

Technical and Organizational Security Measures  

This Attachment 1 sets out a description of the technical and organizationalsecurity measures that must be implemented  by Company. 

Company takes information security seriously and this approach is followed through in its Processing and transfers of  Personal Information/ Personal Data. This information security overview applies to Company’s corporate controls for  safeguarding Personal Information/ Personal Data which is Processed and transferred amongst the Company’s group  companies and Sub-Data Processors. Some Company solutions may have alternate safeguards outlined in the applicable  statement of work, or equivalent document. 

Access Control to Processing Areas  

Company implements suitable measures in order to prevent unauthorized persons from gaining access to the data  processing equipment where the Personal Information/ Personal Data is Processed or used. This is accomplished by: 

Maintaining a high standard of physical security in all Data Importer facilities e.g.swipe card access, on site guards, locked  doors between different parts of the building, zone level access control. 

Ensuring that applications are logically separated in their deployed tiers 

Maintaining an active information security program which includes ISO 27001 standards. 

Internal and external audit programs 

Security testing both as part of the Company security but also vulnerability scanning within the operational environment. Regular patching and software updates are applied as required. 

Access Control to Data Processing Systems  

Company implements suitable measures to prevent its data processing systems from being used by unauthorized persons.  This is accomplished by: 

Maintaining a high standard of physical security in all Company facilities e.g. swipe card access, on site guards, locked  doors between different parts of the building, zone level access control. 

Ensuring that application are logically separated in their deployed tiers 

Maintaining an active information security program which includes ISO 27001 standards. 

Internal and external audit programs 

Security testing both as part of the Company security but also vulnerability scanning within the operational environment. Regular patching and software updates are applied as required 

Access Control to Use Specific Areas of Data Processing Systems 

Company commits that the persons entitled to use its data processing system are only able to access the data within the  scope and to the extent covered by its access permission (authorization) and that Personal Information/ Personal Data cannot be read, copied or modified or removed without authorization. This shall be accomplished by: 

Appropriate access control is maintained to Company systems and Customer Data is highly protected in line with our  data classification and treatment policies. Employees who have elevated level of access are required to undertake  mandatory information security awareness training. All users are required to use named accounts and access to systems  and data is logged. 

Transmission Control  

Company implements suitable measures to prevent the Personal Information/ Personal Data from being read, copied,  altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data  media. This is accomplished by:

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Sensitive Personal Information/ Personal Data is encrypted during transmission using up to date versions of TLS or other  security protocols using strong encryption algorithms and keys or is transferred over private network connectivity. 

Input Control  

Company implements suitable measures to ensure that it is possible to check and establish whether and by whom  Personal Information/ Personal Data have been input into data processing systems or removed. This is accomplished by: 

Utilization of user identification credentials, authentication of the authorized personnel, session time outs etc. 

Job Control 

Company ensures that Personal Information/ Personal Data may only be Processed in accordance with written  instructions issued by exporter. This is accomplished by: 

Company does not access Personal Information/ Personal Data, except to provide SaaS services to Customer which  Company is obligated to perform as instructed by Customer. 

Availability Control  

Company implements suitable measures to ensure that Personal Information/ Personal Data are protected from  accidental destruction or loss. This is accomplished by: 

Global and redundant service infrastructure, resilient backup technology and processes in place to test our capability to  restore Customer data. 

Separation of Processing for different purposes  

Company implements suitable measures to ensure that data collected for different purposes can be Processed  separately. This is accomplished by: 

Company provides workflow capability for use of applications. The workflow and required Processing steps of different  data is within the control of the Company. Company does not Process it differently depending on the intent of collection  as Processing path is determined by end client.

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Attachment 2 

Standard Contractual Clauses 

Commission Decision C (2010)593 

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 organization: ……………………………………………………………………….. 

Address: …………………………………………………………………………………………………………………. 

Tel.: ………………………………………..; 

fax: ……………………………; 

e-mail: ……………………………. 

Other information needed to identify the organization: 

…………………………………………………………… 

(the data exporter) 

And 

Name of the data importing organization: RFPIO, Inc. 

Address: 4145 SW Watson Ave, Suite 450, Beaverton, OR 97005  

Tel.:  

e-mail: [email protected] 

Other information needed to identify the organization: 

………………………………………………………………… 

(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.  

Clause 1 

Definitions  

For the purposes of the Clauses: 

  1. ‘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; 
  2. ‘the data exporter’ means the controller who transfers the personal data; 
  3. ‘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;

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  1. ‘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; 
  2. ‘technical and organizational security measures’ means those measures aimed at protecting personal data against  accidental or unlawful destruction or accidental loss, alteration, unauthorized 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 2 

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. 

Clause 3 

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. 

Clause 4 

Obligations of the data exporter 

The data exporter agrees and warrants: 

  1. 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; 
  2. 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; 
  3. that the data importer will provide sufficient guarantees in respect of the technical and organizational  security measures specified in Appendix 2 to this contract; 
  4. 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,  unauthorized 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; 
  5. that it will ensure compliance with the security measures; 
  6. 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; 
  7. 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;

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  1. 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; 
  2. 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). 

Clause 5 

Obligations of the data importer  

The data importer agrees and warrants: 

  1. 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; 
  2. that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;  
  3. that it will promptly notify the data exporter about: 
  4. 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 unauthorized access, and 

iii. any request received directly from the data subjects without responding to that request, unless it has been otherwise  authorized to do so; 

  1. 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; 
  2. 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; 
  3. 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; 
  4. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written  consent; 
  5. 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. 

Clause 6 

Liability 

  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.

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  1. 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. 

Clause 7 

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: 1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; 2. 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. 

Clause 8 

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). 

Clause 9 

Governing Law 

The Clauses shall be governed by the law of the Member State in which the data exporter is established. 

Clause 10 

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.  

Clause 11 

Subprocessing 

  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.

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  1. 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. 

Clause 12 

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): 

Position:  

Address:  

Other information necessary in order for the contract to be binding (if any): 

Signature………………………………………. 

(stamp of organization) 

On behalf of the data importer: 

Name (written out in full):  

Position:  

Address: 4145 SW Watson Ave, Suite 450, Beaverton, OR 97005 

Other information necessary in order for the contract to be binding (if any): 

Signature………………………………………. 

(stamp of organization)

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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. 

Data exporter 

The data exporter is (please specify briefly your activities relevant to the transfer): 

The data exporter is a non-RFPIO party which is a user of RFPIO’s products and services including software, support  and maintenance, software as a service. 

Data importer 

The data importer is (please specify briefly activities relevant to the transfer): 

RFPIO is a cloud based response management platform designed to streamline RFx production. 

Data subjects 

The personal data transferred concern the following categories of data subjects (please specify): Personnel and customer information of Data Exporter. 

Categories of data 

The personal data transferred concern the following categories of data (please specify): First name, last name, work email address, job title, cookie ID, log data, password, IP address. 

Processing operations 

The personal data transferred will be subject to the following basic processing activities (please specify): User registration, data retention, data storage, data processing in accordance with the Agreement. 

DATA EXPORTER 

Name…………………… 

Authorized Signature …………………… 

DATA IMPORTER 

Name: ……………………………… 

Authorized Signature …………………… 

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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 organizational security measures implemented by the data importer in  accordance with Clauses 4(d) and 5(c) (or document/legislation attached): 

Appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and  integrity of Personal Data in alignment with ISO 27001 security standards. Additional information set out in RFPIO’s  Information Security Policy which can be obtained by written request. 

DATA EXPORTER 

Name……………………………… 

Authorized Signature …………………… 

DATA IMPORTER 

Name: ……………………………… 

Authorized Signature ……………………

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