DATA PROTECTION ADDENDUM

This Data Protection Addendum (the “Addendum” or “DPA”) is an addendum to the Software as a Service Agreement (“Agreement”) as of the Effective Date by and between Procurement Sciences, Inc. (“Procurement Sciences”) and counterparty identified in the Agreement (“Customer”) as of the Effective Date. Customer and Procurement Sciences are referred to as the “Parties.”

In the course of providing the Platform, services and support under the Agreement (the “Services”), Procurement Sciences may process certain Customer Data (such terms defined below) on behalf of Customer and where Procurement Sciences processes such Customer Data on behalf of Customer, the Parties agree to comply with the terms and conditions in this Addendum in connection with such Customer Data. If a Customer Affiliate transfers Customer Data directly to Procurement Sciences, each such Customer Affiliate enters into this DPA automatically with Procurement Sciences as a Controller of such data. Any other capitalized terms used herein have the meanings described in the Agreement.

Definitions: In this Addendum, the following terms shall have the following meanings:

(a) “Controller”, “Processor”, “Data Subject”, and “Processing” (and “Process”) shall have the meanings given in Applicable Data Protection Law; and

(b) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(c) “Applicable Data Protection Law” means (i) Regulation 2016/678 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation (“GDPR”)), as it may be amended and restated from time to time); and (ii) all data protection and privacy laws applicable to the Processing of Personal Data, including local, state, national and foreign laws, treaties, regulations, directives and regulatory requirements including without limitation UK GDPR, and any national data protection laws, implementing regulations, or binding decisions made under the GDPR or UK GDPR, and any associated regulations or instruments, in each case as may be amended or superseded from time to time.

(d) “Customer Data” means any data, including the Personal Data that is (i) provided to Procurement Sciences by or on behalf of Customer or Customer’s clients, employees, authorized users, users and contractors, or (ii) otherwise obtained, accessed, developed, or produced by Customer by or through the Platform (as defined in the Agreement) or that incorporates or is derived from the processing of such information, data or content by or through the Platform.

(e) “EEA” means the European Economic Area.

(f) “EU” means the European Union.

(g) “Personal Data” means any information (i) relating to an identified or identifiable natural person or that could reasonably be linked, directly or indirectly, with a particular natural person, and/or (ii) that is deemed “personal data” or “personal information” (or other analogous variations of such terms) under Applicable Data Protection Law. For the avoidance of doubt, Personal Data includes Sensitive Personal Information.

(h) “Restricted Transfer” means (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside of the EEA that is not subject to an adequacy determination by the European Commission; (ii) where the Swiss Federal Act on Data Protection applies, a transfer of Personal Data from Switzerland to a country that is not subject to an adequacy determination by the Swiss Federal Data Protection and Information Commissioner; and (iii) where the UK GDPR applies, a transfer of Personal Data from the UK to a country that is not the subject of adequacy regulations under section 17A of the UK Data Protection Act of 2018.

(i) “Sale of Data” means the rental, disclosure, release, transfer, dissemination, making available or other communication of Customer Data to any third party in exchange for monetary or other valuable consideration, except that Procurement Sciences’ disclosure of Customer Data to a service provider for a legitimate business purpose and subject to a written agreement that requires the service provider to take data protection measures at least as protective as those applicable to Procurement Sciences under this DPA, shall not qualify as the Sale of Data.

(j) “Standard Contractual Clauses” means the clauses attached hereto as Exhibit A.

(k) “Subprocessor” means any entity engaged by Procurement Sciences to Process Personal Data in connection with the services.

(l) “UK GDPR” means the GDPR as saved into United Kingdom law by virtue of section 3 of the UK’s European Union (Withdrawal) Act 2018, as it may be amended, modified, restated or replaced from time to time.

(m) “UK Transfer Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner’s Office on March 21, 2022 under s.119A(1) of the UK Data Protection Act of 2018, or any subsequent version thereof published by the UK Information Commissioner (which will automatically apply).

2. Relationship of the parties: The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller and Customer appoints Procurement Sciences as a processor to process the Personal Data described in Annex A (the “Data”). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law.

3. Prohibited data: Customer shall not disclose (and shall not permit any Data Subject to disclose) to Procurement Sciences for processing (i) any Sensitive Personal Data, as that term is analogously defined under Applicable Data Protection Law, and (ii) special categories of Data that are not expressly disclosed in Annex A.

4. Purpose limitation: Procurement Sciences shall process the Data as a processor as reasonably necessary to perform its obligations under this Addendum and the Agreement and in accordance with the documented instructions of Customer, and for the purposes described in Annex A (the “Permitted Purpose”) and in accordance with Applicable Data Protection Laws. In no event shall Procurement Sciences process, retain, or disclose Customer Data for its own purposes or those of any third party except where otherwise required by law.

5. Processing of Personal Data: Procurement Sciences shall comply with all Applicable Data Protection Laws and will not knowingly cause Customer to breach any applicable Data Protection Laws. Procurement Sciences shall not (i) engage in the Sale of Data and (ii) retain, use or disclose Customer Data for any purpose other than for the specific purpose of providing the Services in accordance with the Agreement. Procurement Sciences will inform Customer of any instruction that it deems to be in violation of Data Protection Laws and will not execute the instructions until they have been confirmed or modified. The subject matter, nature, purpose, and duration of this Processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Annex A to this DPA.

6. Governmental Requests: Procurement Sciences represents to Customer that, as of the date of this DPA, it has not received a request for disclosure or access to Personal Data by any government intelligence, security service/agencies or law enforcement authority in the country to which the Personal Data is being exported (“Government Request”). If, after the date of this DPA, Procurement Sciences receives or becomes aware of any Government Request, Procurement Sciences shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Procurement Sciences shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Procurement Sciences is legally prohibited from doing so. Procurement Sciences shall not voluntarily disclose Personal Data to any law enforcement or government agency. Procurement Sciences and Customer shall (as soon as reasonably practicable) discuss and determine whether any transfers of Personal Data pursuant to this DPA should be suspended in the light of such Government Requests and whether to notify the appropriate supervisory authority.

7. International transfers:

7.1. To protect transfers of Personal Data out of the EEA, Switzerland, and the UK, the parties agree to enter into the Standard Contractual Clauses and the UK Transfer Addendum as described below.

7.2. Customer acknowledges and agrees that Customer Data will be transferred to Procurement Sciences in the United States in connection with the performance of the services under this Agreement. To the extent applicable, the Standard Contractual Clauses set forth in Exhibit A will apply with respect to Personal Data that is transferred outside the European Union.

7.3. Transfer from the UK. Where a Restricted Transfer is made from the UK, the UK Transfer Addendum is incorporated into this DPA and applies to the transfer. The UK Transfer Addendum is completed with the Annex A to this DPA, and the information in Section 7.2 except that:

7.3.1. in Clause 17, Option 1 applies with the governing law being that of the United Kingdom;

7.3.2. in Clause 18(b), disputes will be resolved before the courts in the United Kingdom;

7.3.3. The competent supervisory authority for the purposes of Clause 13 and Annex I.C shall be the UK Information Commissioner’s Office; and

7.3.4. only “Exporter” is selected in Table 4.

7.4. Specific application of the Standard Contractual Clauses. The following terms apply to the Standard Contractual Clauses:

7.4.1. Customer may exercise its audit rights under the Standard Contractual Clauses as set out in Section 14 below.

7.4.2. Procurement Sciences may appoint Subprocessors under the Standard Contractual Clauses as set out in Section 10 below.

7.4.3. Procurement Sciences shall return and delete Personal Data in accordance with Section 13 below.

7.4.4. If any provision of this Section 7 is inconsistent with any terms in the Standard Contractual Clauses or the UK Transfer Addendum, the Standard Contractual Clauses and/or the UK Transfer Addendum will prevail, as applicable.

7.5. Subprocessors. With respect to Restricted Transfers made to Procurement Sciences, Procurement Sciences will ensure that the Sub-Processors will execute Standard Contractual Clauses adopted or approved by the European Commission.

8. Confidentiality of processing: Procurement Sciences shall treat all Customer Data as strictly confidential information. Procurement Sciences shall ensure that any person that it authorizes to process the Data (including Procurement Sciences’ staff, agents and subcontractors) (an “Authorized Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty, a professional duty, or a statutory duty) that prevents such persons from disclosing both during and after their engagement with Procurement Sciences, any Personal Data except in accordance with their obligations in connection with the Services, and shall not permit any person to process the Data who is not under such a duty of confidentiality. Procurement Sciences shall ensure that all Authorized Persons process the Data only as necessary for the Permitted Purpose.

9. Security: Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Procurement Sciences shall implement and maintain appropriate and adequate physical, technical and organizational measures to ensure level of security appropriate to the risk of Processing Customer Data, including but not limited to the security measures described in Annex II, (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to Customer Data transmitted, stored or otherwise Processed by Processor (a “Security Incident”).

10. Subprocessing: Customer consents to (i) Procurement Sciences engaging third party Subprocessors and its Affiliates listed in Annex III to process the data and (ii) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the Processing of Personal Data subject to the following:

10.1.1. At least thirty (30) days before enabling any third party other than the Subprocessors listed on Annex III to access or participate in the Processing of Personal Data, Procurement Sciences will notify Customer. Customer may object to such an engagement in writing within thirty (30) days of receipt of the aforementioned notice by Customer.

(a) If Customer reasonably objects to an engagement in accordance with this section, Procurement Sciences shall provide Customer with a written description of commercially reasonable alternative(s), if any, to such engagement, including without limitation modification to the Services. If Procurement Sciences cannot provide any such alternative(s), or if Customer does not agree to any such alternative(s) if provided, Customer may terminate the Agreement and in such an event Customer shall receive a prorated refund of any fees paid for the unused portion of the Term.

(b) If Customer does not object to the engagement of a third party in accordance with this section within thirty (30) days of notice by Procurement Sciences, that third party will be deemed a Subprocessor for the purposes of this DPA.

10.2. Procurement Sciences shall impose data protection terms on any Subprocessor or Affliate it appoints that protect Customer Data to substantially the same standard provided for by this Addendum;

10.3. Procurement Sciences shall remain responsible for any breach of this Addendum that is caused by an act, error or omission of its Subprocessors or Affiliates subject to limitations in the Agreement. Upon Customer’s written request, Procurement Sciences shall provide Customer with a list of its Subprocessors used for the services contemplated under this Addendum and the Agreement Agreement that includes the name, location and purpose of each Subprocessor.

11. Cooperation and Data Subjects’ rights: Taking into account the nature of the processing, Procurement Sciences shall provide commercially reasonable and timely assistance including by appropriate and adequate physical, technical and organizational measures to and the necessary information and documentation for Customer to enable Customer to respond to: (i) any request from a Data Subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, inquiry or complaint received from a Data Subject, regulator or other third party in connection with the processing of the Data. In the event that any such request, correspondence, inquiry or complaint is made directly to Procurement Sciences, Procurement Sciences shall, to the extent legally permitted, promptly notify Customer providing details of the same. Procurement Sciences shall not respond to a Data Subject Request without Customer’s prior written consent except to confirm that such request relates to Customer to which Customer hereby agrees. Procurement Sciences shall refrain from responding to the person directly unless and until otherwise instructed by Customer.

12. Security incidents:

12.1. Upon becoming aware of a Security Incident, Procurement Sciences shall inform Customer without undue delay, (but no later than forty-eight (48) hours) after becoming aware of the Security Incident,and if requested by Customer, shall promptly provide timely information and reasonable cooperation to assist Customer in fulfilling its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law and consistent with the Agreement. Procurement Sciences shall make reasonable efforts to identify the cause of such Security Incident and further take reasonable measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and remediate the cause of such a Data Incident to the extent the remediation is within Procurement Sciences’ reasonable control. At the request of Customer, shall keep Customer informed of major developments in connection with the Security Incident and consistent with the Agreement.

12.2. Procurement Sciences shall use reasonable efforts to stop immediately any unauthorized use or distribution of Customer Data that is known or may be reasonably suspected by Procurement Sciences. Procurement Sciences will reimburse Customer for the reasonable expenses that Customer may incur as a result of a Security Incident caused by Procurement Sciences or any Procurement Sciences Affiliate, subcontractors or Subprocessors, including but not limited to, the expenses incurred in investigating the breach and notifying affected individuals.

12.3. The content of any filings, communications, notices, press releases, or reports related to Security Incident naming Customer must first be approved by Customer prior to any publication or communication thereof to any third party, except that the foregoing shall not prohibit Procurement Sciences from communicating with law enforcement when required to do so by Applicable Data Protection Laws.

12.4. Procurement Sciences shall reasonably cooperate with, and assist in, any investigation by Customer or any supervisory authority following a complaint that any such Customer Data has been collected, used or disclosed by Procurement Sciences or a Subprocessor contrary to this DPA or to Applicable Data Protection Laws.

12.5. Procurement Sciences shall keep and maintain accurate and up-to-date records of all Personal Data Breaches (including in accordance with any requirements prescribed by Data Protection Laws) during the term of the Agreement and for a period of twenty-four (24) months thereafter. Procurement Sciences will provide such records to Customer upon request to the extent necessary to fulfill any request by any supervisory authority related to a Security Incident (which, for certainty, Customer may provide to supervisory authorities).

13. Deletion or return of Data: Upon termination or expiry of this Addendum or the Agreement, Procurement Sciences shall at Customer’s written request use best efforts to destroy, de-identify or return to Customer all Customer Data (including all copies of Customer Data) in its possession or control (including any Customer Data subcontracted to a third party for processing). This requirement shall not apply to the extent that Procurement Sciences is required by any applicable law to retain some or all Customer Data, in which event Procurement Sciences shall isolate and protect Customer Data from any further processing except to the extent required by such law.

14. Security Reviews; Audits. Procurement Sciences shall periodically review its security measures and revise them to address evolving threats and vulnerabilities. Without limiting any of Procurement Sciences’ other obligations under this Addendum, if Procurement Sciences engages a third party auditor to perform a data security audit of Procurement Sciences’ operations, information security program or disaster recovery/business continuity plan, Procurement Sciences may provide the third party auditor’s summary to Customer upon Customer’s written request. At the Customer’s request, Procurement Sciences shall provide a copy of such a Subprocessor Audit Report to demonstrate compliance with the requirements of this DPA. Any such audit reports shall be Procurement Sciences’ confidential information.

15. Data Protection Impact Assessment and Prior Consultation

15.1. Procurement Sciences shall provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under Applicable Data Protection Law to conduct a data protection impact assessment and/or to demonstrate such compliance.

15.2. Procurement Sciences shall provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any supervisory authority or other competent data privacy authority, where required by Applicable Data Protection Law.

16. Non-compliance with the DPA, GDPR or other Data Protection Laws

16.1. In the event that Procurement Sciences is in breach of its obligations under this DPA, the Customer may instruct Procurement Sciences to suspend the Processing of Customer Data until the latter complies with the DPA or the Agreement is terminated. Procurement Sciences shall promptly inform the Customer in case it is unable to comply with the DPA for whatever reason.

16.2. Customer shall be entitled to terminate the Agreement as insofar as it concerns processing of Personal Data in accordance with the DPA if:

16.2.1. the Processing of Customer Data by Procurement Sciences has been suspended by the Customer pursuant to clause 16.1 and if compliance with the DPA is not restored within a reasonable time and in any event within one month following the suspension;

16.2.2. Procurement Sciences is in substantial or persistent breach of this DPA or its obligations under the GDPR or other Applicable Data Protection Laws; or

16.2.3. Procurement Sciences fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligation pursuant to this DPA, the GDPR or any other Applicable Data Protection Laws.

17. Limit on Liability. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement. For the avoidance of doubt, Procurement Sciences and its Affiliates’ total liability for all claims from Customer arising out of or related to the Agreement and the DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement.

18. Conflicts. In the event of any conflict or inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail.

19. Governing Law. This Addendum shall be governed by and construed in accordance with the choice of law in the Agreement.

20. Updates. This Addendum may be updated from time to time, in the Company’s sole discretion. Customer hereby acknowledges the Company may, at some time in the future, provide an updated Addendum (the “Updated Addendum”) and Customer hereby agrees to be bound by the Updated Addendum should the Company need to update its data protection policies.

Annex A

Data Processing Description

This Annex A forms part of the Addendum and describes the processing that the processor will perform on behalf of the controller.

Controller

Customer is the controller who has contracted services in accordance with the Agreement.

Processor

Procurement Sciences is the processor which provides services in accordance with the Agreement.

Data Subjects

The Controller may submit personal data to the Processor, the extent of which is determined and controlled by the Controller and which may include, but is not limited to, personal data relating to the following categories of Data Subjects:

• Authorized Users;
• Employees of the Controller;
• Consultants of the Controller;
• Contractors of the Controller;
• Agents of the Controller;
• Third parties with which Controller conducts business.

Categories of data

The personal data transferred concern the following categories of data: full name, email, phone number, job related information.

Any personal data comprised in Customer Data, as defined in the Agreement, and Customer Data, as defined in the Addendum.

Special categories of data (if appropriate)

Not Applicable

Processing operations

The personal data transferred will be processed in accordance with the Agreement and may be subject to the following processing activities:

• Storage and other processing necessary to provide, maintain, and improve the services provided to Customer under the Agreement;
• To provide Customer with services and technical support to Customer; and
• Disclosures in accordance with the Agreement, as compelled by law.

EXHIBIT 1

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least 15 days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

The data exporter information shall be the same information listed under “Client” on that certain Software as a Service Agreement entered into between Procurement Sciences and the Customer.

Data importer(s):

Procurement Sciences, Inc. 362 River Street Dunstable, MA 01827

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

• Authorized Users;
• Employees of the Controller;
• Consultants of the Controller;
• Contractors of the Controller;
• Agents of the Controller; and
• Third parties with which Controller conducts business.

Categories of personal data transferred

The personal data transferred concern the following categories of data: name, email, company address, and payment information.

Any personal data comprised in Customer Data, as defined in the Agreement, and Customer Data, as defined in the Addendum.

Sensitive data transferred

Not Applicable.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Data is transferred on a continuous basis.

Nature of the processing

The personal data transferred will be processed in accordance with the Agreement and may be subject to the following processing activities:

• Storage and other processing necessary to provide, maintain, and improve the services provided to Customer under the Agreement;
• To provide Customer with services and technical support to Customer; and
• Disclosures in accordance with the Agreement, as compelled by law

Purpose(s) of the data transfer and further processing

Same purposes identified above.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Term of the Agreement

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Not Applicable

C. COMPETENT SUPERVISORY AUTHORITY

The Supervisory Authority will be based in the country that the Customer is located.

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Procurement Sciences implements and maintains Security Measures that meet or exceed the security objectives required for SOC2 audit. Procurement Sciences may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services. These Security Measures are in effect on the DPA Effective Date. Capitalized terms used herein but not otherwise defined have the meaning given to them in the DPA.

Information Security Program

1. Data Center and Network Security

1. Data Centers

1. Infrastructure. Procurement Sciences maintains geographically distributed data centers and stores all production data in physically secure data centers.

2. Redundancy. Procurement Sciences’ infrastructure has been designed to eliminate single points of failure and minimize the impact of anticipated environmental risks. This design allows Procurement Sciences to perform maintenance and improvements of the infrastructure with minimal impact on the production systems. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications.

3. Power. All data centers are equipped with redundant power system with various mechanism to provide backup power, such as uninterruptible power supplies (UPS) batteries for short term blackouts, over voltage, under voltage or any power instabilities and diesel generators, for outages extending units of minutes, which allow the data centers to operate for days.

4. Server Operating System. Procurement Sciences uses a Linux based operating system for the application environment with a centrally managed configuration. Procurement Sciences has established a policy to keep systems up to date with necessary security updates.

5. Business Continuity. Procurement Sciences replicates data across multiple systems to help protect against accidental destruction or loss. Procurement Sciences has designed and regularly plans and tests its business continuity planning and disaster recovery programs.

2. Network and Transmission

1. Data Transmission. Procurement Sciences uses industry standard encryption schemes and protocols to encrypt data transmissions between the data centers. This is intended to prevent reading, copying or modification of the data.

2. Intrusion Detection. Procurement Sciences employs an intrusion detection system to provide insights into ongoing attack activities and to help remediate the attack faster.

3. Incident Response. Procurement Sciences’ security and operations personnel will promptly react to discovered security incidents and inform the involved parties.

4. Encryption Technologies. Procurement Sciences’ servers support HTTPS encryption. Procurement Sciences uses only industry standard encryption technologies.

2. Access and Site Controls

1. Site Controls

1. Data Center Security Operations. All data centers in use by Procurement Sciences maintain 24/7 on-site security operations responsible for all the aspects of physical data center security.

2. Data Center Access Procedures. Access to the datacenter follows Procurement Sciences’ Physical Security policy allowing only pre-approved authorized personnel to access the Procurement Sciences equipment.

3. Data Center Security. All data centers comply with or exceed the security requirements of SOC2. All data centers are equipped with CCTV, on-site security personnel and key card access system.

2. Access Control

1. Access Control and Privilege Management. Subscriber’s administrators must authenticate themselves via a central authentication system or via a single signon system in order to administer the Services.

2. Internal Data Access Processes and Policies – Access Policy. Procurement Sciences’ internal data access processes and policies are designed to prevent unauthorized persons or systems from getting access to systems used to process personal data. These processes are audited by an independent auditor. Procurement Sciences employs a centralized access management system to control access to production systems and servers, and only provides access to a limited number of authorized personnel. SSO, LDAP and SSH certificates are used to provide secure access mechanisms. Procurement Sciences requires the use of unique IDs, strong passwords and two factor authentication. Granting of access is guided by an internal policy. Access to the system is logged to provide an audit trail for accountability.

3. Data

1. Data Storage, Isolation and Logging. Procurement Sciences stores data in a combination of dedicated and multi-tenant environments. The data is replicated on multiple redundant systems.

2. Decommissioned Disks and Disk Erase Policy. Disks used in servers might experience hardware failures, performance issues or errors that lead to their decommission. All decommissioned disks are securely erased if intended for reuse, or securely destroyed due to malfunction.

4. Personnel Security

Procurement Sciences personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Procurement Sciences conducts appropriate background checks to the extent allowed by applicable law and regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Procurement Sciences’ confidentiality, privacy and acceptable use policies. All personnel are provided with security training upon employment and then regularly afterwards.

5. Sub-processor Security

Procurement Sciences conducts audits of security and privacy practices of Sub-processors prior to onboarding the Subprocessors in order to ensure adequate level of security and privacy to data and scope of services they are engaged to provide. Once the Sub-processor audit is performed and associated risk is evaluated, the Subprocessor enters into appropriate privacy, confidentiality and security contract terms.

Security Certifications and Reports

1. Service Organization Control (SOC) Reports: Currently, Procurement Sciences’ information security control environment applicable to the Services undergoes an independent evaluation in the form of SOC2 audits. To demonstrate compliance with the Security Measures, Procurement Sciences will make available for review by Subscriber Procurement Sciences’ most recent SOC 2 Report.

1. “SOC 2 Report” means a confidential Service Organization Control (SOC) 2 report on Procurement Sciences’ systems examining logical security controls, physical security controls, and system availability, as produced by Procurement Sciences’ independent third-party auditor in relation to the Services.

2. Procurement Sciences will either update the SOC2 Report and SOC 3 Report at least once every 18 months or pursue comparable audits or certifications to evaluate and help ensure the continued effectiveness of the Security Measures.

ANNEX III – LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors: