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Data Processing Addendum This Data Processing Addendum (the "Addendum") forms part of the agreement for the purchase of professional services, software licenses, or software subscriptions, as applicable, whether governed by a Software License Agreement, Master License Agreement, Master Services Agreement, Engagement Letter, Quote, Order Form, or other written or electronic agreement between Customer and Argus (the "Services Agreement"). Customer and Argus shall together be referred to as the "Parties". Customer Instructions 1. Customer should complete the information in the signature box and sign where appropriate. The signing party must be the same Customer entity that signed the Services Agreement. 2. Argus Software Inc. and Customer may enter into the Standard Contractual Clauses attached hereto as Exhibit A, where applicable. Customer must complete the information related to the Data Exporter in the Standard Contractual Clauses. 3. Customer must send the signed and completed Addendum to GDPR- DPA(!T>altusgroup.eom, with the appropriate customer contact details in the email. Rev 052218c 1
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Data Processing Addendum Addendum) Services Agreement ... · Data Processing Addendum This Data Processing Addendum (the "Addendum") forms part of the agreement for the purchase of

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  • Data Processing Addendum

    This Data Processing Addendum (the "Addendum") forms part of the agreement for the purchase of professional services, software licenses, or software subscriptions, as applicable, whether governed by a Software License Agreement, Master License Agreement, Master Services Agreement, Engagement Letter, Quote, Order Form, or other written or electronic agreement between Customer and Argus (the "Services Agreement"). Customer and Argus shall together be referred to as the "Parties".

    Customer Instructions

    1. Customer should complete the information in the signature box and sign where appropriate. The signing party must be the same Customer entity that signed the Services Agreement.

    2. Argus Software Inc. and Customer may enter into the Standard Contractual Clauses attached hereto as Exhibit A, where applicable. Customer must complete the information related to the Data Exporter in the Standard Contractual Clauses.

    3. Customer must send the signed and completed Addendum to GDPR-DPA(!T>altusgroup.eom, with the appropriate customer contact details in the email.

    Rev 052218c 1

  • 1. KEYTERMS

    Processing Activities This summary sets out the details of the processing of Customer Personal Data pursuant to this Addendum.

    2. DEFINITIONS

    Subject Matter and Duration Customer Personal Data will be processed in order to allow Argus to provide the Services. The processing shall take place for the duration of the Services Agreement, unless otherwise directed bythe Customer.

    Nature and Purpose Argus and its Affiliates will use the Customer Personal Data to provide the Services which have been contracted by the Parties under the Services Agreement. In particular, such Personal Data will be used to provide access to the Services, to communicate with Customer and its employees, agents, or customers, and to provide the hosting, support, and professional services to Customer.

    Categories of Data Subjects Customer Personal Data relates to the following categories of data subjects:

    [] applicants

    employees

    contractors and agency staff D clients (B2C)

    lZl customers, tenants and contacts (B2B- business contact details only)

    lZl online registered users

    D members of the public

    D [other, please insert]

    Types of Personal Data Customer Personal Data comprises the following categories of data: lZl Names

    lZl Addresses

    D Dates of birth lZl Telephone numbers

    lZl Emails

    lZl IP addresses and other similar technical information required to

    provide the applicable products and services

    2.1 Affiliate means any corporation, partnership, joint venture, or other entity that controls (whether directly or indirectly), is controlled by, or is under common control with a Party. For purposes of this Addendum, Control means more than fifty percent (so%) of the aggregate stock or other interest entitled to vote on general decisions reserved to the stockholders, partners, or other owners of such entity.

    Rev 052218c 2

  • 2.2 Argus means Argus Software (UK) Limited (02511981) of 3rd Floor 91-94 Saffron Hill, London, EC1N8QP.

    2.3 Customer means the entity which signs this Addendum as the Customer.

    2.4 Customer Personal Data means personal data processed by Argus on behalf of the Customer for the purposes of supplying the Services pursuant to the Services Agreement and as further described in the Key Terms;

    2.5 Data Protection Legislation means the Data Protection Act 1998, Directive 95/ 46/EC and the General Data Protection Regulation 2016/679 (the "GDPR") all as amended, replaced or superseded from time to time;

    2.6 Key Terms means clause 1 of this Addendum;

    2. 7 Related Persons means Argus' employees, directors, officers, agents, subcontractors and licensors; and

    2.8 The terms "data controller", "data processor", "data subject", "personal data" and "processing" shall have the meanings given in the Data Protection Legislation.

    2.9 Services means the products, software, technology, support, or other products and professional services Argus provides to Customer in accordance with the Services Agreement, including any subscription or licensed products Argus makes available to Customer under the Services Agreement.

    3· AGREEDTERMS

    3.1 The parties acknowledge that the Customer is the data controller and that Argus 1s a data processor of Customer Personal Data.

    3.2 The Customer confirms that it has complied, and will continue to comply, with its obligations under the Data Protection Legislation in obtaining and processing Customer Personal Data, in particular that it has fairly and lawfully obtained the Customer Personal Data so as to enable Argus to provide the Services.

    3-3 Argus and the Related Persons are authorised to process Customer Personal Data to provide the Services and shall:

    3.3.1 process Customer Personal Data only in accordance with the Customer's instructions as are set out in this Addendum, as required to make available the Services or as provided in writing by the Customer from time to time (subject to Argus' right to charge additional sums at its current rates should the scope ofthe agreed Services be exceeded). Notwithstanding the foregoing, Argus may process Customer Personal Data as required under applicable law;

    3.3.2 implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data. Should the Customer require Argus to apply or adapt security measures greater than those specified in the Services Agreement then Argus reserves the right to charge for doing so.

    3.3.3 at the Customer's request and cost, taking into account the nature of the processing, assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, to assist with the Customer's obligation to respond to requests from data subjects of Customer Personal Data seeking to exercise their rights under Data Protection

    Rev 052218c 3

  • Legislation (to the extent that the Customer Personal Data is not accessible to the Customer through the Services);

    3-3-4 at the Customer's request and cost, taking into account the nature of processing and the information available to Argus, assist the Customer with its obligations under Articles 32 to 36 of the GDPR;

    3-3-5 ensure that personnel required to access the Customer Personal Data are subject to a binding obligation of confidentiality in respect of such personal data

    3.3.6 at the Customer's cost, allow the Customer, on prior written notice, to conduct audits during business hours, throughout the term of the Services Agreement, which will include providing access to the premises, resources and personnel of Argus used in connection with the provision of the Services, and provide reasonable assistance in order to assist the Customer in exercising its audit rights under this clause 3.3.6 for the purpose of demonstrating compliance with Article 28(3)(h) of the GDPR; and

    3-3-7 upon request by the Customer and at Customer's sole cost, use commercially reasonable efforts to delete or return to the Customer any such Customer Personal Data after the end of the provision of the Services, unless applicable law requires longer storage of the Customer Personal Data.

    3-4 The Customer agrees that Argus may transfer Customer Personal Data or give access to Customer Personal Data to its Affiliates, subcontractors, consultants as sub-processors for the purposes of providing the Services, provided that Argus complies with the provisions of this Clause 3-4- Argus shall remain responsible for its sub-processor's compliance with the obligations of this Addendum. A list of Argus Affiliates and approved sub-processors as of the date of this Addendum is available at W"W.',Y.altusgr:9_~QLTI@2r_EJB1!bm:ocesi!.9.ili, which shall be updated from time to time. Notwithstanding anything to the contrary in the Services Agreement, Customer expressly agrees that Argus can at any time and without justification appoint a new sub-processor provided that the Customer is given ten (10) days' prior notice and the Customer does not legitimately object to such changes within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a sub-processor's non-compliance with applicable Data Protection Legislation. If, in Argus' reasonable opinion, such objections are legitimate, Argus shall refrain from using such sub- processor in the context of the processing of Customer Personal Data. In such cases, Argus may use reasonable efforts to make available to the Customer a change in the Services to avoid the processing of Customer Personal Data by the objected-to sub-processor. If Argus is unable to make available such change within a reasonable period of time, which shall not exceed ninety (go) days, the Customer may, by providing written notice to Argus, terminate its use of the Services which cannot be provided by Argus without the use of the objected-to sub-processor by providing written notice to Argus.

    3-5 Argus shall notify the Customer immediately if it considers that an instruction from the Customer is in breach of Data Protection Legislation, and Argus shall be entitled but not obliged to suspend execution of the instructions concerned, until the Customer confirms such instructions in writing.

    3.6 Argus Software, Inc. and the Customer shall enter into and comply with the provisions of the standard contractual clauses in the form set out in the European Commission's Decision 2010/87/EU of 5 February 2010 and attached hereto as Exhibit A for the transfer of personal data to processors established in third countries.

    4· MISCELLANEOUS

    4.1 In the event of any conflict or inconsistency between the provisions of the Services Agreement and the provisions contained in this Addendum, this Addendum shall prevail. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements

    Rev 0522.18c 4

  • contained in the Services Agreement shall remain in full force and effect and govern this Addendum.

    4.2 Argus' obligations under this Addendum are given for the benefit of each Customer Affiliate. It is intended that a Customer Affiliate may enforce the benefits conferred on it under this Addendum in accordance with the terms of the Contracts (Rights of Third Parties) Act 1999. Except as set out in this Addendum, a person who is not a party to this Addendum may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding this, any rights sought to be exercised, or remedies sought, pursuant to this Addendum by any Customer Affiliates shall solely be so exercised, or brought, by the Customer.

    4.3 Limitation of Liability. The liability of each Party and its Affiliates, in aggregate, arising or related to this Addendum, shall in no event exceed the aggregate 'Limitation of Liability' or other liability caps set forth in the Services Agreement, regardless of theory of liability, including but not limited to in contract, tort, warranty or any other theory. Argus and its Affiliates shall not be liable to any Customer Affiliate.

    4-4 All capitalized terms not defined herein shall have the meaning set forth in the Services Agreement.

    4.5 The Parties' respective authorized signatories have duly executed this Addendum. Notwithstanding any other signatures contained in this Addendum belonging to Argus Mfiliates, this Addendum is entered into by and between the Customer and the Argus Affiliate that Customer has contracted with in the Services Agreement and no other Argus Mfiliate is a party to this Addendum, except with respect to the Standard Contractual Clauses in Exhibit A for which ARGUS Software, Inc is the signatory and counterparty.

    SIGNED BY

    CUSTOMER:

    Signature:

    Customer Legal Name: ......................................................... .

    Signatory Name: ......................................................... .

    Title: ......................................................... .

    Date: ......................................................... .

    ARGUS Software (UK) Ltd:

    lda~te..If1tl:LIL Signature: w~~r .. 1 hrv:ln(r;'Vh'--'~·.2l~t~l •••.•••••••••••.•..••••••••.•••

    Name: Liana Turrin

    Title: Director

    Date: .~.?..Y...?~? .. ?~.~~························ ARGUS Software, Inc:

    f:Mf!fLTffmtL Signature: ~i!lw J."''kUAo;.!.r;.Jilm ............................. ..

    Liana Turrin Name: .......................................................... .

    RE'V 052218c 5

  • Title: Director

    Date: .. ~. ~Y...~.?..? .. ~9.~~ .. .................. .

    Estate Master UK Limited

    fl_~f!r:t li!!::tLft. .. Signature: ':•::c·: .r.•:•:r:>:•. ;~ 1,.;; .'.':, !:'.\ !: .............................. .

    Liana Turrin Name: ......................................................... ..

    Director Title: ......................................................... .

    Date: . ~.~Y. .. ~.?..? .. ~.g.~~ .................... .

    Rev 052218c 6

  • Appendix A

    Standard Conb-actual 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: .................................................................................... ..

    Address:

    Tel.: ................................................. ; fax: .................................. ; e-mail: ................................. .

    Other information needed to identify the organisation

    (the data exporter)

    And

    Name of the data importing organisation: ARGUS Software, Inc

    Address:750 Town & Country Blvd, Suite Boo, Houston, TX 77024

    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.

    Rev 052218c 7

  • Clause I

    Definitions

    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 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.

    Rev 052218c 8

  • Clause 3

    Third-par(v 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 U), 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:

    (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

    Rev 052218c 9

  • 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

    G) that it will ensure compliance with Clause 4(a) to (i).

    Clause 5

    Obligations ofthe 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,

    Rev 052218c 1

  • (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;

    G) 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.

    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

    Rev 051918 10

  • 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:

    (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.

    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

    Rev 051918 11

  • Clause 10

    Variation ofthe 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.

    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.

    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

    Rev 051918 12

  • 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 behalfofthe 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 organisation)

    On behalf ofthe data importer:

    Name (written out in full): Liana Turrin

    Position: Director

    Address: 750 Town & Country Blvd, Suite 800, Houston, TX 77024

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

    . b!?.LI!iLTJJf:.tLft .. . Signature'''''·'·' Tvrri''-'''''' ;;..:,,J•J'. .......................... .

    (stamp of organisation)

    Rev 051918 13

  • 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):

    Data importer

    The data importer is (please specify briefly activities relevant to the transfer): ARGUS Software Inc, a provider of software, consulting, training, support, and other professional services.

    Data subjects

    The personal data transferred concern the following categories of data subjects (please specify):

    customers, online registered users, tenants, contact persons of data exporter

    Categories of data

    The personal data transferred concern the following categories of data (please specify): Data exporter may submit Personal Data related to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, which may include but is not limited to the follow categories:

    names, addresses, telephone numbers, email addresses, IP addresses and other similar technical information required to provide the applicable products and services

    Special categories of data (if appropriate)

    The personal data transferred concern the following special categories of data (please specify):

    Processing operations

    The personal data transferred will be subject to the following basic processing activities (please specify): The processing of Personal Data by data importer is for the performance of the Services as set forth in the Agreement.

    Rev 051918 14

  • DATAEXPORTER

    Name: ................................... .

    Authorised Signature ....................... .

    DATA IMPORTER

    Liana Turrin Name: ................................... . . . Lit?lta T utlil!

    Authonsed Signature.,.,,..-.,... .. ., ~~1-a.y.l>,lolo;

    Rev 051918 15

  • 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) (or document/legislation attached):

    Data importer will maintain technical and organizational measures for the protection of the confidentiality and security of Personal Data provided by the data exporter, including the following:

    1. Organization of information security

    a. An information security management system based on industry acceptable best-practices and standards.

    b. An information security policy approved by senior management.

    c. A management function dedicated to implementing and operating data protection and information security measures within the organization

    2. Human resources security

    a. Hiring and recruiting processes including screening of candidates and confidentiality and non-disclosure clauses in employment contracts for employees and contractors.

    b. Information security awareness training for all employees.

    c. A policy for acceptable use of electronic and internet communication systems and applications.

    3. Asset securitv

    a. A classification policy for information and data assets.

    b. Asset handling procedures.

    4. Access control

    a. User registration and de-registration processes.

    b. Control of privileged users.

    c. Password and credentials policy.

    5. Cryptography

    a.

    Rev 051918

    Policy for implementing cryptographic controls, including email communication and Internet sites and services.

    16

  • 6. Physical security

    a. Measures for the physical protection of data processing facilities and services.

    b. Protection of unattended user equipment.

    7. Operations security

    a. Change management processes.

    b. Measures for protecting against malicious software (malware) on computers, email services and Internet access.

    c. Backup of data based on criticality and recovery requirements.

    d. Logging and monitoring of security logs.

    e. Installation of vendor issued security patches and hotfixes.

    f. Scanning for security vulnerabilities and weaknesses.

    g. Information security incident management.

    8. Communications security

    a. Implementation of network boundary controls such as firewalls and intruder detection and prevention systems.

    b. Securing of wireless networks.

    c. Use of secure communication protocols for protecting network services.

    9. System acquisition, development and maintenance

    a. Training developers in application development security.

    b. Security testing of applications.

    10. Supplier relationships

    a. Addressing confidentiality and non-disclosure in supplier agreements.

    L!?lfta Turn# Lii)na Tufrin (Mav 25. 2018)

    Rev 051918 17