GDPR PERSONAL DATA PROCESSING ADDENDUM

THIS GDPR PERSONAL DATA PROCESSING ADDENDUM (this “Addendum”) is entered into as of the date of the Service Request by and between CLIENT (the “Controller”),¹ and GTM PAYROLL SERVICES INC. (the “Processor”).² Collectively, the Controller and Processor shall be referred to herein as the “Parties,” and individually as a “Party.”

RECITALS

A. Controller shares certain Personal Data (as defined below) with Processor as necessary for Processor to perform its obligations under that certain GTM Payroll Services, Inc. Household Payroll and Tax Service Request by and between Controller and Processor, through which Processor provides services (the “Services”) to Controller (the “Service Request”).

B. In order to fulfill its obligations under the European Union’s General Data Protection Regulation 2016/679, and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted (the “GDPR”), the Parties are required (as of the Compliance Date) to include the provisions set forth below.

C. Processor will operate as a Processor for Controller for the limited purposes of using, storing, and otherwise Processing Personal Data; however, Processor does not and will not determine the purposes and/or means of Processing Personal Data (as those terms are defined herein).

D. The terms of this Addendum shall control in the event of any conflict with the Service Request, Terms and Conditions, or any other agreements entered into by the Parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Controller and Processor, intending to be legally bound, agree as follows:

1. Definitions. For the purposes of this Addendum, the following terms shall have the following meanings:

1.1 “Compliance Date” means, in each case, the date by which compliance is required under the referenced provision of the GDPR; provided that, in any case where the Compliance Date occurs prior to the Effective Date of this Addendum, the Compliance Date will mean the Effective Date.

1.2 “Cross-Border Processing” means either (a) Processing of Personal Data which takes place in the context of the activities of establishments in more than one Member State of a Controller or Processor in the EU where the Controller or Processor is established in more than one Member State; or (b) Processing of Personal Data which takes place in the context of the activities of a single establishment of a Controller or Processor in the EU but which substantially affects, or is likely to substantially affect, Data Subjects in more than one Member State.

1.3 “Data Subject” means an identifiable natural person, i.e., one who can be identified, directly or indirectly, by reference to Personal Data.

1.4 “Discovers” means Processor actually knows of a Security Incident or, by exercising reasonable diligence, would have known of the Security Incident.

1.5 “EDPB” means the European Data Protection Board.

1.6 “EEA” means the European Economic Area (i.e., the 28 Member States plus Iceland, Liechtenstein, and Norway).

1.7 “EU” means the European Union.

1.8 “Member State(s)” mean(s) Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the UK.

1.9 “NIST” means the US Department of Congress National Institute of Standards and Technology.

1.10 “Onward Transfer” means the transfer of Personal Data by a recipient of the Personal Data to a second recipient.

1.11 “Personal Data” any information relating to an identified or identifiable Data Subject; specifically including, but not limited to, name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that Data Subject.

1.12 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, whether transmitted, stored, or otherwise Processed.

1.13 “Privacy Shield Certification” means an entity’s self-certification it complies with the Privacy Shield Framework.

1.14 “Privacy Shield Framework” means the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks that were designed by the U.S. Department of Commerce and the European Commission and Swiss Administration to provide companies on both sides of the Atlantic with a mechanism to comply with data protection requirements when transferring Personal Data from the European Union and Switzerland to the United States in support of transatlantic commerce.

1.15 “Processing” means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. “Process,” “Processing,” and “Processed” will have a corresponding meaning.

1.16 “Supervisory Authority” means an independent public authority which is established by a Member State pursuant to Article 51 of the GDPR.

1.17 “Third Party Processor” means any (a) person (other than an employee of Processor) to whom, or (b) entity to which, Processor delegates a function, activity or service Processor has agreed to perform for Controller which requires the Processing of Personal Data. For purposes of this Addendum, the term Third Party Processor includes any non-employee agent, sub-processor or subcontractor of Processor.

2. Obligations of Controller. Controller represents and warrants that:

2.1 The Controller has satisfied all material requirements or conditions necessary under the GDPR to collect, maintain, and/or provide Personal Data to Processor.

2.2 The Controller will continue to comply with the GDPR and other associated data protection laws in connection with the Processing of Personal Data, the Services, and the exercise and performance of its rights and obligations under this Addendum, including maintaining all relevant regulatory registrations and notifications as required under the GDPR and other associated data protection laws.

2.3 Where Controller has obtained consent to Processing from Data Subjects, Controller shall promptly communicate the revocation of consent to Processor, where applicable.

2.4 All Personal Data sourced by the Controller for use in connection with the Services, prior to such Personal Data being provided to or accessed by the Processor for the performance of the Services under the Service Request, shall comply in all respects, including in terms of its collection, storage, and Processing (which shall include the Controller providing all of the required fair Processing information to, and obtaining ant necessary consents from, Data Subjects), with the GDPR and other associated data protection laws

3. Obligations of Processor. Processor represents and warrants that:

3.1 Processor will Process the Personal Data only (a) for the purpose of fulfilling its obligations under the Service Request, (b) as authorized under the Service Request, (c) as required to comply with an order of a court, governmental agency, or law enforcement agency, (d) as otherwise instructed in writing by Controller and agreed to by Processor, and (e) in accordance with the GDPR and all other applicable data privacy and security laws, the terms of this Addendum, and if Processor maintains a Privacy Shield Certification, the Privacy Shield Frameworks.

3.2 Processor will request from Controller and/or Process only the minimum necessary Personal Data required to perform the Services.

3.3 Processor will notify Controller in writing immediately upon making a determination that it has not met, or can no longer meet, its obligations under Section 3.6, and, in such case, will abide by Controller’s written instructions, including instructions to cease further Processing of the Personal Data, and take any necessary steps to remediate any Processing of such Personal Data not in accordance with Section 3.6 of this Addendum.

3.4 Processor will submit its data processing facilities, data files and documentation needed for Processing Personal Data to auditing and/or review by Controller or any independent auditor or inspection entity reasonably selected by Controller to ascertain compliance with this Addendum upon the written request of Controller, with reasonable notice and during normal business hours; provided, however, that such audit shall be at Controller’s sole cost and expense, shall be subject to any confidentiality/non-disclosure provisions set forth in the Service Request, and Controller and any auditor may, in Processor’s sole discretion, be required to execute Processor’s then-current confidentiality/non-disclosure agreement.

3.5 Processor will obtain the prior written approval of Controller to disclose Personal Data to any Third Party Processor, or otherwise allow any third party to access Personal Data; and, in such an event, it shall (a) impose, in writing, the same data privacy and security requirements on any such third party to which Processor is subject under this Addendum; (b) remain liable for any such third party’s actions with respect to the Personal Data; and (c) provide to Controller, at least ten (10) days before disclosing or allowing access to any such Personal Data, a list detailing the name and address of all such third parties to which it proposes to disclose or allow access to Personal Data, including the locations of such third party’s servers hosting or Processing Personal Data, in order to allow Controller to evaluate whether supplemental data processing agreements or other controls are needed to protect Personal Data, and/or to decide whether to decline approval for subcontracting to any such third parties. Processor will ensure that all Third Party Processors are subject to a binding written contractual obligation to keep the Personal Data confidential, except where disclosure is required in accordance with applicable law, in which case the Processor shall, where practicable and not prohibited by applicable law, notify the customer of any such requirement before such disclosure.

3.6 With respect to the Personal Data transferred to or received by Processor under the Service Request, Processor has implemented, and will maintain, a comprehensive written information security program (“Information Security Program”) that includes administrative, technical, and physical safeguards to ensure the confidentiality, security, integrity, and availability of Personal Data, and to protect against unauthorized access, use, disclosure, alteration or destruction of Personal Data. In particular, the Information Security Program shall include, but not be limited to, the following safeguards where appropriate or necessary to ensure the protection of Personal Data:

(a) Access Controls. Processor has policies, procedures, and physical and technical controls (i) to limit physical access to its information systems and the facility or facilities in which they are housed to properly authorized persons; (ii) to ensure that all members of its workforce who require access to Personal Data have appropriately controlled access and will maintain the confidentiality of the Personal Data, and to prevent those workforce members and others who should not have access from obtaining access; (iii) to authenticate and permit access only to authorized individuals and to prevent members of its workforce from providing Personal Data or information relating thereto to unauthorized individuals; and (iv) to encrypt and decrypt Personal Data where appropriate.

(b) Security Awareness and Training. Processor has a security awareness and training program for all members of Processor’s workforce (including management), which includes training on how to implement and comply with its Information Security Program.

(c) Security Incident Procedures. Processor has policies and procedures to detect, respond to, and otherwise address Security Incidents (as defined below), including procedures to monitor systems and to detect actual and attempted attacks on or intrusions into Personal Data or information systems relating thereto, and procedures to identify and respond to suspected or known Security Incidents, mitigate harmful effects of Security Incidents, and document Security Incidents and their outcomes.

(d) Contingency Planning. Processor has policies and procedures for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, and natural disaster) that damages Personal Data or systems that contain Personal Data, including a data backup plan and a disaster recovery plan.

(e) Device and Media Controls. Processor has policies and procedures that govern the receipt and removal of hardware and electronic media that contain Personal Data into and out of a Processor facility, and the movement of these items within a Processor facility, including policies and procedures to address the final disposition of Personal Data, and/or the hardware or electronic media on which it is stored, and procedures for removal of Personal Data from electronic media before the media are made available for re-use. Processor shall ensure that no Personal Data is downloaded or otherwise stored on laptops or other portable devices. Processor will ensure that any and all Personal Data received directly or indirectly from Controller in a portable medium or device, including but not limited to tapes, CDs, DVDs, thumb drives, external hard drives, and any other format, will be encrypted by at all times utilizing best security practice technologies.

(f) Audit Controls. Processor has hardware, software, and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements and compliance therewith.

(g) Data Integrity. Processor has policies and procedures to ensure the confidentiality, integrity, and availability of Personal Data and to protect it from disclosure, improper alteration, or destruction.

(h) Storage and Transmission Security. Processor has technical security measures to guard against unauthorized access to Personal Data that is being transmitted over an electronic communications network, including a mechanism to encrypt Personal Data in electronic form while in transit and in storage on networks or systems to which unauthorized individuals may have access.

(i) Assigned Security Responsibility. Processor shall designate a security official responsible for the development, implementation, and maintenance of its Information Security Program. Processor shall inform Controller as to the person responsible for security upon request.

(j) Storage Media. Processor has policies and procedures to ensure that prior to any storage media containing Personal Data being assigned, allocated or reallocated to another user, or prior to such storage media being permanently removed from a facility, Processor will irreversibly delete such Personal Data from both a physical and logical perspective, such that the media contains no residual data, or, if necessary, physically destroy such storage media so that it is impossible to recover any portion of Personal Data on the media that was destroyed. Processor shall maintain an auditable program implementing the disposal and destruction requirements set forth in this subsection for all storage media containing Personal Data.

(k) Testing. Processor shall regularly test the key controls, systems and procedures of its Information Security Program to ensure that they are properly implemented and effective in addressing the threats and risks identified. Tests should be conducted or reviewed by independent third parties or staff independent of those that develop or maintain the security programs.

(l) Updates/Revisions. Processor shall monitor, evaluate, adjust, update and/or revise, as appropriate, the Information Security Program in light of any material changes in technology, applicable law, or industry security standards, the sensitivity of the Personal Data, internal or external threats to Processor or the Personal Data, and Processor’s own changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to information systems.

3.7 Processor will provide assistance to Controller as may be reasonably necessary for Controller to comply with applicable data privacy and security laws, including, but not limited to, (a) assisting Controller in responding to a Data Subject’s request to exercise his or her individual rights under the GDPR or other applicable law; (b) assisting Controller in responding to applicable data protection authority(ies) or other regulatory requests for information related to Processor’s Processing; and (c) providing all information necessary related to Processor’s Processing for Controller to demonstrate compliance with the GDPR or other applicable data privacy and security laws. Controller shall reimburse Processor for all actual reasonable expenses incurred with complying with the obligations set forth in this Section 3.7.

3.8 Processor shall notify Controller without undue delay (and in no event later than three (3) business days following the time it Discovers an event described in this Section) in writing in the event that (a) any Personal Data is disclosed by Processor (or any Third Party Processor) in violation of the Service Request and/or this Addendum, or applicable data privacy and security laws, or (b) Processor Discovers, is notified of, or suspects that unauthorized access, acquisition, disclosure, or use of Personal Data has occurred, reasonably may have occurred, or reasonably may occur (“Security Incident”). Processor shall cooperate fully in the investigation of the Security Incident, indemnify and reimburse Controller for any and all direct damages, losses, fees or costs incurred as a result of such incident where such unauthorized access is solely the result of Processor’s negligence, misconduct, or intentional act or omission, and assist Controller to remedy any harm or potential harm caused by such incident. To the extent that a Security Incident gives rise to a need, in Controller’s reasonable judgment to provide (a) notification to any Supervisory Authority, other public authorities, Data Subject, individual, or other persons, or (b) undertake other remedial measures (including, without limitation, notice, credit monitoring services and the establishment of a call center to respond to inquiries (each of the foregoing a “Remedial Action”)), and at Controller’s request, Processor shall, at Controller’s cost, undertake such Remedial Action(s). The timing, content and manner of effectuating any notices shall be determined by Controller, with reasonable input from Processor.

3.9 Processor shall promptly notify Controller if it receives a request from a Data Subject or other third party for access, rectification, cancellation, objection or any other data protection related requests, and, should any court, government agency or law enforcement agency contact Processor with a demand for Personal Data, Processor will direct the law enforcement agency to request such information directly from Controller. As part of this effort, Processor may provide Controller’s basic contact information to the agency. If compelled to disclose Personal Data to law enforcement, then Processor will promptly, and without any undue delay, notify Controller and deliver a copy of the request (except where Processor is legally prohibited from doing so) to allow Controller to seek a protective order or any other appropriate remedy.

4. Transfers of Personal Data Outside of the EEA.

4.1 Processor shall not transfer, or allow the Onward Transfer of, any Personal Data to any country outside of the EEA or to any international organization (in each case, an “International Recipient”), other than Controller, without Controller’s prior written consent. Notwithstanding the preceding, Controller specifically consents to the transfer of any Personal Data to the United States in order to provide the Services.

4.2 Controller understands, acknowledges, and agrees that transfers of Personal Data to an International Recipient are subject to heightened requirements and that it will use the best practices to be used by Controllers of the size, resources, and experience of Controller and in light of the sensitivity of the Personal Data that Controller receives, transfers, or stores. Notwithstanding the preceding, the Parties agrees to adhere to the provisions set forth in that certain European Commission Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in Third Countries (2010/87/EU) (“Model Processor Contract”), where Processor shall be deemed for the purposes of the Model Processor Contract to be the “data importer,” Controller shall be deemed for the purposes of the Model Processor Contract to be the “data exporter,” the data processing activities in Appendix 1 to the Model Processor Contract shall be such activities as necessary for Processor to perform the Services as described in this Addendum, and the data security measures in Appendix 2 to the Model Processor Contract shall be those identified in Section 3.6. The Model Processor Contract is hereby incorporated into this Addendum by reference.

4.3 Processor shall, upon Controller’s request, promptly execute supplemental data processing agreement(s) with Controller or take other appropriate steps to address Cross-Border Processing, and/or other Processing requirements as required to address applicable data privacy and security laws concerning Personal Data.

4.4 To the extent the Parties are relying on a specific statutory mechanism to transfer Personal Data to International Recipients that is subsequently modified, revoked, or held in a court of competent jurisdiction to be invalid, the Parties agree to cooperate in good faith to promptly terminate the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer.

5. Termination.

5.1 This Addendum shall remain in full force and effect for so long as the Service Request remains in effect, unless earlier terminated pursuant to Section 5.2.

5.2 Notwithstanding any provision in the Service Request to the contrary, Processor may terminate this Addendum and/or the Service Request immediately, without judicial notice or resolution and without any other remedies, in the event that (a) compliance with the terms of this Addendum would put Processor in breach of its legal obligations; (b) Controller breaches any representations or warranties given by it under this Addendum, and fails to cure such breach within (30) days’ of receipt of written notice from Controller; or (c) a Supervisory Authority, data protection or other regulatory authority, or other tribunal or court in the countries in which either Party operates finds that there has been a breach of any relevant data privacy and security laws in that jurisdiction by virtue of Controller’s actions as a Controller or Processer of the Personal Data.

5.3 This Addendum shall immediately terminate if the Service Request is terminated for any reason. Notwithstanding the preceding, in the event this Addendum is terminated, the protections for Personal Data provided herein shall survive the termination of the Service Request until the obligations set forth in Section 5.4 are satisfied.

5.4 Upon termination of this Addendum for any reason, Processor shall, at the request of Controller in writing by certified mail, return all Personal Data and all copies of the Personal Data subject to this Addendum to Controller or shall delete all such Personal Data, unless applicable law requires storage of the Personal Data by Processor.

6. Amendments. The Parties agree to take such action as is necessary to amend this Addendum from time to time as necessary for Processor to comply with the requirements of any applicable data privacy and security laws. This Addendum may be amended by Processor from time-to-time and each such update shall be posted at www.gtm.com/household/GDPR_DPA or such other URL as specified by Processor. The Parties acknowledge that EU, other foreign countries, and US federal and state laws related to data privacy and security are rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such laws. The Parties understand and agree that the GDPR is evolving and each Party will keep itself informed of guidance issued by the applicable Supervisory Authorities, the EDPB, and any other applicable US or EU/EEA regulatory bodies.

7. Miscellaneous.

7.1 In addition to, and not in lieu of, any provisions contained in the Service Request, Processor shall defend, indemnify, and hold harmless Controller and its affiliates and their respective officers, directors, trustees, representatives, consultants, employees, faculty, contractors, and agents (“Controller Indemnitees”) against any and all third party actions, suits, judgments, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees), which may be brought against the Indemnitees only to the extent caused by Processing of Protected Data under this Addendum and directly resulting from Processor’s negligence, intentional acts or omissions, or willful misconduct.

7.2 In addition to, and not in lieu of, any provisions contained in the Service Request, Controller shall defend, indemnify, and hold harmless Processor and its affiliates and their respective officers, directors, trustees, representatives, consultants, employees, faculty, contractors, and agents (“Processor Indemnitees”) against any and all third party actions, suits, judgments, claims, demands, prosecutions, liabilities, costs, expenses, damages, deficiencies, losses or obligations (including attorneys’ fees), which may be brought against the Indemnitees arising out of, related to, or otherwise involving the breach of Controller’s obligations under this Addendum, the GDPR, or other applicable laws, whether based on breach of contract, tort, strict liability, recklessness, or any other legal theory.

7.3 In connection with the indemnification described above, Controller shall maintain at its own expense insurance (“Insurance”) covering Controller for claims, losses, liabilities, judgments, settlements, lawsuits, regulatory actions, and other costs or damages arising out of its performance under this Addendum, including any negligent or otherwise wrongful acts or omissions by Controller or any employee or agent thereof. This includes, but is not limited to: any breach with respect to Personal Data. The policy or policies comprising said Insurance shall together provide limits of liability of at least $3 million in the aggregate and shall name Processor as an additional insured. Upon Processor’s request, Controller shall provide Processor with a copy of all certificates or verifications of insurance evidencing the existence of Insurance coverage required hereunder. Controller shall require the carriers for such Insurance to provide, and Controller shall provide, Processor notice of not less than ninety (90) days prior written notice of any material change in: (i) the Insurance policy of Controller; and (ii) the status of said Insurance policy, including but not limited to cancellation, non-renewal or extension with regard to any insurer participating on the Insurance, regardless of the reason thereof.

7.4 Unless otherwise set forth herein, the Parties’ authorized representatives and contacts for notice are the same individual(s) set forth under the notice provision of the Service Request.

7.5 Unless otherwise set forth herein, this Addendum will be governed by, and construed in accordance with, the governing law provision of the Service Request.

7.6 If Controller is in breach of its obligations under this Addendum, Processor may (a) suspend the Services or (b) withhold performance of requests for Processing, as applicable, until the breach is remedied. Such suspension of Services contemplated by this Addendum may not apply to other services contemplated by the Service Request when such other services are unaffected by the breach, in which case such other services may continue.

7.7 This Addendum is hereby expressly incorporated by reference into the Service Request first identified above.

7.8 Processor makes no warranty or representation that compliance by Controller with this Addendum will be adequate or satisfactory for Controller’s own purposes under applicable data privacy and security laws. Controller is solely responsible for all decisions made by Controller regarding the Processing and safeguarding of Personal Data.

Model Processor Contract

European Commission Standard Contractual Clauses (processors) (2010/87/EU)

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. The Controller, as identified in the GDPR Personal Data Processing Addendum (the “Addendum”) to which these Contractual Clauses are made part (the “data exporter”), and the Processor, as identified in the Addendum (the “data importer”) 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 that certain Service Request, as defined in the Addendum. The data exporter and data importer may be individually referred to as a “party” or collectively, as the “parties.”

Clause 1 – 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 the Addendum and Service Request which form 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:

(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 the Addendum;

(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 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).

Clause 5 – 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 the Addendum 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, but shall include 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.

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 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.

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.

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 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.

ANNEX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Annex 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 Annex.

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer): a GTM Payroll Services customer that collects and processes employee data.

Data importer

The data importer is (please specify briefly activities relevant to the transfer): GTM Payroll Services Inc., a payroll servicing company that provides services to employers.

Data subjects

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

• Employees, individuals to receive payroll services
• Employer business contacts
• Other individuals using GTM services

Categories of data

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

Data exporter may submit Personal Data to the data importer, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

• First and last name
• Title
• Position
• Employer
• Contact information
• Account data
• ID data
• Professional life data
• Personal life data
• Localization data
• Financial data

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):
Employees may consent to providing certain racial, ethnic, and/or trade union membership data.

3536851.3 5/17/2020

---

¹ Under the GDPR, a “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others (i.e., a “joint controllership”) determines the purposes and means of the Processing of Personal Data. Controller acknowledges and agrees that it is a Controller for purposes of the Service Request and this Addendum, and that Processor is not a Controller.

² Under the GDPR, a “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of a Controller. Processor acknowledges and agrees that it is a Processor for purposes of the Service Request and this Addendum, and that Processor is not a Controller.