Pantheon Legal Center

Welcome to Pantheon Vendor Legal Center
Pantheon - Vendor Mutual NDA
Pantheon Global Services Agreement
Vendor Data Processing Agreement
Vendor Requirement Form
Supplier Code of Conduct
Pantheon Heroes NDA

Welcome to Pantheon Vendor Legal Center

Version 22.0

Effective October 11th 2025

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Welcome to Pantheon Vendor Legal Center

This legal center serves as the central repository for all vendor-related agreements, forms, and policies. Please select from the list below to access the relevant document.

For any inquiries, please email legal@pantheon.io.

Pantheon - Vendor Mutual NDA

Version 9.0

Effective June 10th 2025

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Pantheon - Vendor Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into between the applicable Pantheon entity set forth in the table in Section 12 (“Pantheon”) and _________________________________________________________________ (“Company”) as of ____________________________________ (the “Effective Date”), to protect the confidentiality of certain confidential information of Pantheon or of Company to be disclosed under this Agreement solely for use in connection with discussions regarding a potential business relationship between the Parties (the “Permitted Use”). Pantheon and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is marked or otherwise identified in writing as confidential or proprietary, or that is provided under circumstances indicating that it is confidential or proprietary by Disclosing Party, or that otherwise should reasonably be understood by Receiving Party to be confidential or proprietary to Disclosing Party because of the nature of the information or material itself, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
Subject to Section 3, each Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use. Each Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if such Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party.
Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.
Immediately upon completion of the Parties’ authorized use of the Confidential Information, or upon written request of either Party, each Receiving Party will return to the Disclosing Party or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
The Receiving Party acknowledges and agrees that the Confidential Information of the Disclosing Party is owned by and shall remain the sole and exclusive property of the Disclosing Party. Each Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
Each Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by a Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.
The Parties agree that during the course of communications pursuant to this Agreement, the Parties will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom they owe an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
Except as may be otherwise agreed by both Parties in writing, no warranties of any kind, whether express or implied, are given by the Disclosing Party with respect to any Confidential Information or any use thereof, and the Confidential Information is provided on an “AS IS” basis. DISCLOSING PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Each Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon such Party’s heirs, successors, and assigns.
This Agreement will be governed by and construed in accordance with the laws of the applicable jurisdiction set forth in the table below, without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the applicable venue set forth in the table below, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts. For clarity, the applicable Pantheon entity, jurisdiction, governing law and venue are determined based on the country in which the Company is located.

Pantheon Entity	Jurisdiction	Governing Law	Venue	Pantheon Address
Pantheon Platform Canada, Inc.	Canada	Laws of the Province of British Columbia, Canada	Courts located in British Columbia, Canada	1066 W Hastings St.STE 1600 Vancouver, BC V6E 3X1
Pantheon Platform India Private Limited	India	Laws of the Republic of India	Courts located in Bangalore, India	Hustle Hub Building, 2nd Floor, No. 591/175, 19th Main Road, Sector 4, HSR Layout, Bengaluru 560102, Karnataka, India
Pantheon Systems PH, Inc.	Philippines	Laws of the Republic of the Philippines	Courts located in Manila, Philippines	24th Floor, BGC Corporate Center, 11th Avenue corner 30th Street, Bonifacio Global City, 1634 Taguig, Metro Manila, Philippines
Pantheon Platform UK Private Limited	United Kingdom	Laws of England	Courts located in London, England	Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL
Pantheon Systems, Inc.	United States and all other jurisdictions that are not specified in this table.	Laws of the State of California	Courts located in San Francisco, California	717 California Street, San Francisco, California 94108

13. Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

14. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

15. Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.

16. The waiver by either Party of a breach of or a default under any provision of this Agreement shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

17. This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic image signatures shall be equivalent to original signatures.

In Witness Whereof, the Parties have caused this Mutual Non-Disclosure Agreement to be executed as of the Effective Date.

Pantheon

Signature:

Name: Kha Nguyen

Title: Senior Vice President, General Counsel / Director

Date:

Company

Signature:

Name:

Title:

Date:

Address:

Pantheon Global Services Agreement

Version 11.0

Effective October 11th 2025

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Global Services Agreement

This Services Agreement (the “Agreement”) is entered into as of the effective date as specified in a SOW entered hereunder by and between Pantheon Platform International, Inc. with a business address at 717 California Street, Second Floor, San Francisco, CA 94108, (“Pantheon”) and a vendor entity as defined in such SOW entered hereunder (“Vendor”)

ENGAGEMENT OF SERVICES. Pantheon may from time to time issue project(s) through the issuance of a Statement of Work (“SOW”) substantially in the form attached as Exhibit A. Vendor will use its best efforts to render the services and products set forth in the SOW (collectively, the “Services”). In performing the Services, Vendor agrees to: (a) perform the Services in a good and workmanlike manner consistent with industry standards reasonably applicable to the performance thereof, using personnel with the requisite levels of education, skill and experience to perform the Services; (b) provide its own equipment, tools and other materials at its own expense; (c) perform the Services in a timely and professional manner consistent with good industry standards; and (d) perform the Services at a location, place and time which Pantheon deems appropriate, which may include working on Pantheon premises from time to time.
1. Subcontract. This Agreement is personal to Vendor, and Vendor may not subcontract or otherwise delegate its obligations under this Agreement without Pantheon’s prior written consent. Before any Vendor subcontractor performs Services in connection with this Agreement, the subcontractor and Vendor must have entered into a written agreement expressly for the benefit of Pantheon containing clauses substantially equivalent to this Section 1, Section 5 (Confidentiality Obligation), and all indemnity, liability, and assignment of rights provisions.
2. Retained Based on SOW. Pantheon has retained Vendor to assist Pantheon in connection with and under the direction and supervision of Pantheon, to develop, advise, perform and at times correspond with Pantheon and its affiliates and business partners, regarding organizational strategies and/or operations, and to provide various professional services in connection with Pantheon’s business as assigned and/or requested by Pantheon.
3. Manner of Services. The Parties hereby acknowledge and confirm that all of Vendor’s Services to Pantheon will continue to be at the prompting and under the overall direction and supervision of Pantheon; and that Pantheon is responsible for the creative ideas used to create any works, products, or recommendations resulting from the performance of this Agreement.
FEES AND EXPENSES. Pantheon will pay Vendor in accordance to Section 2 of this Agreement. For any other expenses, Vendor must obtain Pantheon’s written approval prior to incurring such expenses, unless otherwise specified in any SOW in connection with this Agreement. Upon termination of this Agreement for any reason, Pantheon will pay Vendor for all Services specified in a SOW that have been completed and accepted, up to and including the effective date of such termination. Such payment may be on a proportional basis in the event Vendor has not completed the Services set forth in the SOW.
1. Payment and Invoice. Pantheon will pay the undisputed invoices and pre-approved expenses within thirty (30) days of Pantheon’s receipt of Vendor’s itemized invoice. Vendor shall submit invoices to Pantheon on the last day of each month, unless otherwise specified in the SOW in connection to this Agreement.
2. Other Compensation. Vendor shall not be entitled to any other compensation in connection with the performance of Services and/or in connection with the rights granted herein and/or the exploitation of any works unless agreed to in writing.
3. Disputed Invoices. In the event that Pantheon, in good faith, disputes any item in an invoice, Pantheon shall notify the Vendor in writing, no later than thirty (30) days after the receipt of the invoice. The parties shall negotiate to resolve the disputed items. Pantheon shall have the right to withhold payment of the disputed invoice without interest. Pantheon will pay the amount within thirty (30) days after the resolution of dispute. Pantheon reserves rights of set-off and withholding from any amounts otherwise due to Vendor. Nonpayment of a disputed invoice shall not constitute a breach by Pantheon or permit suspension services by Vendor.
4. Timely Submittal of Invoices. Vendor shall submit invoices, including expense reimbursement information, in a timely manner and in accordance with Pantheon’s invoicing submission requirements. In no event shall Pantheon be liable for any fees, costs, expenses or other charges that are not invoiced as required under this Agreement within ninety (90) days after the month in which the associated services were performed or in which such fees, costs, expenses or charges were incurred or should have been accrued. Within thirty (30) days after termination or expiration of this Agreement or any SOW, Vendor shall submit to Pantheon a final itemized invoice for any fees, costs, expenses or other payments theretofore arising out of or in connection with this Agreement or such SOW, as applicable. Upon payment of such amounts so invoiced, Pantheon shall have no further liability or obligation to Vendor whatsoever for any further fees, costs, expenses, or other payment arising out of or in connection with any such SOW or this Agreement. Submission timing and invoicing requirements are subject to change by Pantheon with reasonable notice to Vendor.
5. Benchmarks. Pantheon shall have the right during the term of this Agreement and/or any SOW to benchmark the fees and quality for the products/services being rendered by the Vendor to Pantheon. Pantheon will conduct benchmarking exercises not more frequently than every six (6) months during the term. Benchmarking aims to verify that Pantheon is receiving competitive market pricing and service level quality with respect to the management, delivery, and receipt of the products/services. Should the result of the benchmarking exercise show substantially lower costs/price than the current cost/price provided by the Vendor, Vendor shall endeavor to provide better costs/price to Pantheon, that are aligned to the benchmarking exercise.
INDEPENDENT CONTRACTOR RELATIONSHIP. Vendor’s relationship with Pantheon will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Vendor is not the agent of Pantheon and is not authorized to make any representation, contract, or commitment on behalf of Pantheon. The manner and means by which Vendor chooses to complete the Services are in Vendor's sole discretion and control. Vendor will not be entitled to any of the benefits which Pantheon may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Vendor will be solely responsible for all tax returns and payments required to be filed with or made to any local and/or national agency, VAT, or other tax authority with respect to Vendor’s performance of Services and receipt of fees under this Agreement. Pantheon will regularly report amounts paid to Vendor as required by laws and regulations. Because Vendor is an independent contractor, Pantheon will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, obtain worker’s compensation insurance or perform similar duties reserved for employers on Vendor’s behalf. Vendor agrees to accept exclusive liability for complying with all applicable local and/or national laws and/or regulations governing independent contractors, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to Vendor, its agents or employees under this Agreement.
TAXES. Vendor agrees it shall be responsible for any and all federal, state and/or local taxes payable by Vendor, and will timely file tax returns and pay taxes thereon at the time and in the amount required by law. In addition, Vendor agrees it shall fully defend, indemnify and hold harmless Pantheon from the payment of any monies, taxes, interest and/or penalties that are required by any government agency at any time as the result of the payment of any compensation pursuant to the terms of this Agreement. Vendor has not relied on any advice from Pantheon as to the necessity for withholding or taxability of the payment(s) under this Agreement, whether pursuant to federal, state or local tax statutes or otherwise. Vendor acknowledges that Pantheon has not made any representations regarding the taxability of any compensation received under this Agreement.
CONFIDENTIALITY OBLIGATIONS.
1. Confidential Information. Each party (“Receiving Party”) will treat as confidential and properly safeguard any and all information, documents, papers, programs and ideas relating to the other party (“Disclosing Party”), its proprietary information, financial information, employee data, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, customers, customer lists, prospect lists, suppliers, vendors, partners, reports, software (source code and object code), developments, inventions, processes, formulas, pricing models, methods, technology, designs, drawings, and other business information, disclosed to the Receiving Party and designated by the Disclosing Party as confidential or which should be reasonably understood to be confidential (“Confidential Information”). Confidential Information does not include information which is known to either party at the time of disclosure as evidenced by written records, has become publicly known and made generally available through no wrongful act of the other party, or has been rightfully received from a third party who is authorized to make such disclosure. The Receiving Party shall inform the Disclosing Party of all requests for or inquiries into the Disclosing Party’s Confidential Information by third parties and shall only provide same when legally compelled to do so after notice to the Disclosing Party and providing the Disclosing Party with sufficient time to permit the Disclosing Party to seek a protective order, and such disclosure shall not be deemed a breach of this Section 5. This provision shall survive the termination of this Agreement.
2. Use of Confidential Information. Vendor will not, during or subsequent to the term of this Agreement, use Pantheon’s Confidential Information for any purpose whatsoever other than the performance of the Services or disclose Pantheon’s Confidential Information to any unauthorized third party. Confidential Information shall remain the sole property of the Disclosing Party. Each party shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
3. Restrictions on Use. Vendor agrees that Vendor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Vendor has an agreement or duty to keep in confidence information acquired by Vendor in confidence, if any, and that Vendor will not bring onto the premises of Pantheon or the premises where the Vendor performs the Services, any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity.
4. Third Party Information. Vendor recognizes that Pantheon has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Pantheon’s part to maintain the confidentiality of such information and to use it only for certain limited purposes (“Third Party Information”). Vendor agrees that Vendor owes Pantheon and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Pantheon consistent with Pantheon’s agreement with such third party.
5. Pantheon PI. “Personal Information” (or “PI”) is information, in any form, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
6. Return of Information. Upon the termination of this Agreement, or upon Pantheon’s earlier request, Vendor will deliver to Pantheon all of Pantheon’s property and all copies of Confidential Information in tangible or intangible form that Vendor may have in Vendor’s possession or control.
DATA PRIVACY AND SECURITY.
1. Data Privacy. In the event that sharing of any PI is necessary, Parties agree that each Party will comply with all applicable federal, state and international laws, rules, regulations, and directives regarding the collection, use, disclosure, and/or processing of personal information pursuant to the Agreement, including but not limited to Regulation EU 2016/679 or “GDPR” and the California Consumer Privacy Act (CCPA) (collectively, “Data Protection Laws”) and that each Party will comply with their respective obligations thereunder to maintain the confidentiality of any PI in accordance with applicable law. Both Parties shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data disclosed as required by the nature of the Services governed by this Agreement.
2. Transfers of Personal Data. Vendor shall not transfer Pantheon PI across any country border unless it is (a) strictly unavoidable for the proper performance of the Services, and (b) notified to Pantheon in writing prior to any such transfer (unless expressly specified in the relevant Statement of Work). Where the Services involve the transfer of PI from any European Economic Area (EEA) Member State, the United Kingdom or Switzerland to any country or recipient (other than a subprocessor) not recognized by the European Commission as providing an adequate level of protection for PI, the applicable standard contractual clauses for the Transfers of Personal Data to Processors Established in Third Countries, dated 5 February 2010 (2010/87/EU), as amended or replaced from time to time (the “Standard Clauses”), will apply and are hereby incorporated by reference into this Agreement. For purposes of the Standard Clauses, (a) Pantheon will act as the data exporter and Vendor will act as the data importer and “service provider” as set out in the California Consumer Privacy Act (1798.100); (b) any subprocessors (as defined under GDPR) will be subject to Clause 11 (Sub-processing) of the Standard Clauses; (c) Appendix 1 of the Standard Clauses will be populated with the information set forth in the relevant Service Agreement or Catalogue; and (d) Appendix 2 of the Standard Clauses will be populated with Annex 2 (Security Requirements). If the Standard Clauses are amended or replaced from time to time, then the foregoing Standard Clauses and Appendix references will be deemed updated as appropriate. To the extent that there is a conflict between this Agreement and the Standard Clauses, the Standard Clauses will prevail. In the event that the Standard Clauses or other applicable transfer mechanisms become invalid, they will be replaced with other valid instruments prescribed by applicable Data Protection Laws.
3. Data Breach. If Vendor has collected or used PI, Vendor shall immediately notify Pantheon within twenty four (24) hours in the event of a known or suspected breach of security of a Vendor system or database that contains PI or any other Confidential Information, or the detection of suspicious activity, or suspected or actual loss or theft of any such data, or access by any unauthorized third party to such data, and will furnish all available information and assistance to Pantheon regarding such breach sufficient for Pantheon to evaluate the likely consequences and any legal or regulatory requirements arising out of the event. Notification must include full details of any security incident or breach relevant to Pantheon data processing, and Vendor shall use its best efforts to immediately terminate any security breaches or suspicious activity, and must do all such acts and things reasonably necessary to remedy or mitigate the effects of the security incident or data breach, and will continuously update Pantheon on developments relating to such security incidents or data breaches. Vendor shall not allow any security breach or suspicious activity to persist for any amount of time or for any reason except as required by law, or as deemed reasonably necessary by Vendor to determine the identity of the perpetrator and to stop such breach or suspicious activity from continuing.
4. Notice. Vendor shall promptly notify Pantheon regarding (a) any legally binding request for disclosure of the Pantheon PI by a law enforcement authority unless otherwise prohibited to do so; and (b) any request received directly from the data subjects and will not respond to such requests until authorized or requested by Pantheon to do so.
INTELLECTUAL PROPERTY RIGHTS. Nothing in this Agreement will function to transfer any of Pantheon’s intellectual property rights to the Vendor, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Vendor agrees not to engage in the use, copying, or distribution of Pantheon owned Intellectual Property. Any Intellectual Property rights and/or product created by virtue of this Agreement shall be fully and solely owned by Pantheon. All work product of every kind performed by any Vendor personnel on behalf of Pantheon shall be the sole and exclusive property of Pantheon (“Pantheon Work Product”). For the purposes of this Agreement, “Work Product” includes all intellectual property, whether or not patentable, that Vendor conceives, creates, develops, or reduces to practice in connection with performing the Services for Pantheon, including all related documentation, data, reports, or other tangible embodiments. Vendor hereby irrevocably assigns to Pantheon all right, title, and interest worldwide in and to the Work Product and all related intellectual property rights. Vendor shall have no right to use or reproduce the Work Product except as necessary to perform the Services under this Agreement.
Vendor Representations and Warranties. Vendor hereby represents and warrants that:
(a) it has complied with all the requirements of the law/ordinances and pertinent rules and regulations governing its business operations, Services, and Products; (b) it understands and shall comply with (1) the rules, restrictions, requirements and definitions of applicable Data Protection Laws, including without limitation the GDPR and CCPA and (2) it agrees to refrain from taking any action that would cause any transfers of PI to or from Pantheon to qualify as a sale of personal information under applicable Data Protection Laws all applicable laws, regulations, regulatory requirements, and codes of practice in connection with its data processing obligations under this Agreement and shall not do, cause or permit to be done, anything which may cause or otherwise result in a breach by Pantheon of the same; (c) it has read Pantheon’s Privacy Policy statement (https://pantheon.io/privacy) and shall treat all personal data in a manner consistent with such policy; (d) it pays the wages or salaries of its personnel/workers as well as benefits, premiums and protection in accordance with the provisions of applicable laws, decrees, rules and regulations promulgated by competent authority; (e) it will take all necessary precautions to prevent injury to any persons (including employees and contractors of Pantheon) or damage to property (including Pantheon property) during the term of this Agreement; (f) should Pantheon permit Vendor to use any Pantheon equipment, tools, or facilities during the term of this Agreement, Vendor shall be responsible for any injury to any person (including death) or damage to property (including Pantheon property) arising out of such use; (g) it has full right and power to enter into and perform this Agreement and to grant the licenses as described herein; (h) Vendor does not and will not employ personnel, and/or deploy resources who are listed in the denied or restricted parties/persons list created and compiled by respective government authorities/agencies and/or organizations; (j) Vendor is not based nor conducting operations in any location that is specified in the list of sanctioned countries created and compiled by the government of the United States of America; and (k) Vendor has no outstanding agreement or obligation that is in conflict with this Agreement or that would preclude Vendor from complying with the provisions set forth herein, nor will Vendor enter into any such conflicting agreement during the term of this Agreement and; (l) it has read, understood and accept Pantheon's Supplier Code of Conduct.
SETTLEMENT OF DISPUTES. Any dispute arising between the Parties hereto in respect of the interpretation of this Agreement and the performance of obligations hereunder shall be settled amicably by mutual consultations as far as practicable. In the event a claim, controversy or dispute between the Parties arises out of or in connection with this Agreement or the transactions and business contemplated hereby, including the validity, construction or enforcement thereof, whether by way of contractual breach, tort or quasi-delict, the Parties agree that the matter will be referred to an independent mediator agreed upon by the Parties. Where the Parties cannot agree on a mediator, the Parties agree to submit the dispute to either ad hoc or institutional arbitration, the choice of venue, law and rules of procedure of which shall be mutually agreed upon. All dispute resolution proceedings and records shall be in English. Issuance of an arbitration demand shall suspend the effect of any default entailed by such claim, controversy or dispute and any judicial or administrative proceedings instituted in connection therewith, for the duration of the arbitration proceedings. The Parties agree to participate in good faith in any mediation or arbitration begun under this section. Any mediation or arbitral award shall be binding upon the Parties, and shall be final and nonappealable except on grounds provided under the applicable Alternative Dispute Resolution and Arbitration Laws, Rules and Procedures. It is understood that where the Parties have mutually agreed upon a mode of dispute resolution, the same shall be the exclusive remedy, except that Parties shall be entitled to obtain equitable relief, such as injunctive relief, from any court of competent jurisdiction based on the provisions stated in Section 16.2 (Governing Law) in order to protect its rights while such proceeding is pending or in support of any award made pursuant to such arbitration.
INDEMNIFICATION AND LIABILITY.
1. Indemnification. Vendor will indemnify and hold harmless Pantheon, its officers, directors, employees, sublicensees, customers and agents (collectively, “Pantheon Parties”) from any and all claims, losses, liabilities, damages, penalties, fines, expenses and costs (including attorneys’ fees and court costs) (collectively, “Claims”) arising out of or in connection with: (a) the Vendor’s breach of this Agreement; (b) any breach of Vendor’s systems or networks, including but not limited to unauthorized access, physical theft, malware, denial of service attack or other forms of data security incidents; (c) any negligence or willful misconduct of the Vendor, its employees, subcontractors or agents; (d) Vendor’s data processing activities under this Agreement including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, willful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Laws by Vendor or its employees, agents or contractors; (e) any person, firm, or corporation that may be injured or damaged due to any negligence or willful misconduct of Vendor, its employees, subcontractors, and agents; and (f) any claim of infringement of the Deliverables or Services on the intellectual property rights of any third party. The foregoing indemnification obligations are conditioned on Pantheon giving Vendor written notice of any such Claim and allowing Vendor to participate in the defense thereof at its expense. From the date of written notice from Pantheon to Vendor of any such Claim, Pantheon shall have the right to withhold from any payments due to Vendor under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for Vendor’s obligations under this Section 10.
2. LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PANTHEON, ITS AFFILIATES, OR ANY PANTHEON PARTY, BE LIABLE TO THE VENDOR OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS. THIS LIMITATION APPLIES EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF PANTHEON PURSUANT TO THIS AGREEMENT AND THE MAXIMUM AGGREGATE AMOUNT WHICH MAY BE AWARDED TO AND COLLECTED BY VENDOR WITH RESPECT TO CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PANTHEON UNDER THIS AGREEMENT.
INSURANCE. Prior to commencing any Services, Vendor shall procure and maintain all types of limits of insurance required by applicable law and, further, adequate insurance commensurate with the risks presented by the performance of Vendor’s obligations under this Agreement, and which shall cover damages resulting from Vendor’s violation of its obligations, negligence and willful misconduct in performance of Service, including, without limitation, claims for bodily injury, death or property damage caused to any person or persons. If Vendor is providing professional services, Vendor shall also maintain appropriate types and amounts of professional liability or errors and omissions coverage given the Services to be performed.
TERM; TERMINATION.
1. Term of the Agreement. This Agreement will remain in effect for one year from effective date and automatically renewed on a monthly basis unless terminated by either party according to this Section 12 of this Agreement. For avoidance of doubt, Vendor’s fees and expenses shall be governed by SOWs and PO’s executed during the Term.
2. Termination by Pantheon. Pantheon may terminate this Agree ment: (a) at its convenience upon thirty (30) days prior written notice to Vendor; (b) upon fifteen (15) days prior written notice if Vendor materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach; or (c) immediately upon Vendor’s breach of Sections 5 (Confidentiality Obligations), 7 (Intellectual Property Rights), or 12.5 (Non-Interference with Business).
3. Termination by Vendor. Vendor may terminate this Agreement (a) upon thirty (30) days prior written notice to Pantheon if there is no uncompleted SOW in effect; or (b) upon fifteen (15) days prior written notice if Pantheon materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice.
4. Payment upon Termination. Payment for any Services rendered shall be in accordance with Section 2 (Fees and Payment).
5. Non-Interference with Business. During the term of this Agreement and for a period of one (1) year following termination of this Agreement, Vendor agrees not to solicit or induce any Pantheon employee or contractor to terminate or breach any employment, contractual or other relationship with Pantheon.
6. Return of Pantheon Property. Upon termination of the Agreement, Vendor shall cease providing all Services, and within one (1) business day, or earlier as requested by Pantheon, Vendor will deliver to Pantheon any and all equipment, drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other materials that contain, disclose or comprise the Pantheon Work Product, Confidential Information or Third Party Information. Vendor shall further refund any prepaid fees provided to Vendor under this Agreement or any applicable SOW hereto that is subject to such termination.
Service Level Agreements. In case the Vendor fails to deliver, or complete the whole or part of the Services within the agreed upon date of completion, service level or delivery date (as applicable) expressly as stated in the SOW, the Vendor shall be liable for liquidated damages and shall pay 1/10th of 1% of the total fees as indicated in the SOW and/or PO for each day of delay, determined after the issuance of the service acceptance or acceptance of delivery by Pantheon unless otherwise stated in the SOW in connection with this Agreement. Pantheon shall be entitled to deduct the corresponding amount of liquidated damages provided herein from any amount due to the Vendor, and the Vendor hereby expressly authorizes Pantheon to deduct any such amount when proper. This shall be without prejudice to the right of the Pantheon to resort to any other remedy which it may be entitled to. The SLA does not apply in the event that failure to deliver, or complete the whole or part of the Services is (a)caused by factors beyond the reasonable control and not involving any fraud, fault or negligence on the part of the Vendor; or (b) that resulted from Pantheon’s equipment or third-party equipment, or both.
CONFLICT OF INTEREST. Vendor recognizes that it may, from time to time throughout the term of this Agreement, provide services to companies that are in competition with Pantheon. Vendor hereby agrees that this will not limit its ability to provide services in relation to this Agreement, or in any way interfere with its performance under this Agreement. Vendor will immediately notify Pantheon in writing of any such interference that may arise during the term of this Agreement as soon as it arises. Pantheon will have the right to terminate this Agreement without incurring any liabilities, if Pantheon deems that any actual or potential engagement will interfere with the performance of this Agreement. Vendor agrees to indemnify and hold Pantheon and its affiliates harmless from loss or liability incurred to the extent directly arising from the material breach by Vendor of any agreement with any third party.
INTENTIONALLY LEFT BLANK.
GENERAL PROVISIONS.
1. Notice. All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by e-mail, fax or by hand to the party to whom such notice is required or permitted to be given. If mailed, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by e-mail, fax or by hand, any such notice will be considered to have been given when received by the party to whom notice is given, as evidenced by written and dated documentation of the receiving party (such as an e-mail message or fax confirmation page). The mailing address for notice to either party will be the address on the first page of this Agreement. Either party may change its mailing address by notice as provided by this section.
2. Governing Law. This Agreement will be governed and interpreted in accordance with applicable laws of the following territories, excluding any applicable conflict of law provisions:
  - If Vendor is working on-site in Pantheon’s San Francisco office, in the State of California, or if no other choice of law condition is met: Laws of the State of California;
  - If Vendor is working in Europe: Laws of England and Wales;
  - If Vendor is working in Philippines: Laws of the Republic of the Philippines; and
  - If Vendor is working in other Asian Countries: Laws of the Republic of Singapore.
  - However, a party shall have the right to apply for injunctive relief before a court of competent jurisdiction to enforce rights in its intellectual property rights and confidential information. The parties agree that the U.N. Convention for the International Sale of Goods will have no force or effect on this Agreement
3. Assignment. Vendor may assign this Agreement or any rights or obligations hereunder with the prior written consent of Pantheon, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Pantheon may assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary or to a successor, whether by way of merger, sale of all or substantially all of its assets or business or otherwise. Any attempted assignment of this Agreement not in accordance with this subsection shall be null and void. All of the terms and provisions of this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
4. No Third-Party Beneficiaries. Except as stated in this Agreement, this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the parties.
5. Compliance with Pantheon Policies. Vendor acknowledges and agrees that it shall, at all times during the performance of the Services, comply with Pantheon’s policies applicable to its access to systems, networks, and information that are proprietary and confidential. Vendor and its personnel (including employees, agents, and contractors) shall at all times comply with Pantheon’s Supplier Code of Conduct, Information Security Policy, Acceptable Use Policy for Employees and Contractors, and any other related security or compliance policies that Pantheon may issue, supplement, or update from time to time.
Modification and Waiver. No modification of this Agreement is effective unless signed by the parties. No waiver by Pantheon of any breach of this Agreement shall be a waiver of any preceding or succeeding breach; no waiver by Pantheon of any right under this Agreement shall be construed as a waiver of any other right.
Severability. The provisions of this Agreement are severable. If any provision of this Agreement is adjudicated to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and any such provision shall be deemed changed and interpreted to accomplish the intent of the original provision.
Injunctive Relief. Each party acknowledges it would be difficult to fully compensate for damages that may result from the breach or threatened breach of the provisions of Sections on Confidentiality Obligations and Intellectual Property Rights. Thus, the non-breaching party will be entitled to seek injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions to enforce such provisions. Seeking injunctive relief will not, however, diminish the non-breaching party’s right to seek other legal, contractual or equitable remedies, or to claim and recover damages.
Anti-Corruption and Bribery. Each party shall comply with all applicable anti-corruption laws and regulations, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act of 2010. Vendor undertakes and warrants to Pantheon that it, shall not, directly or through third parties, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person or any entity for the purpose of:
1. securing any improper advantage for Pantheon;
2. inducing or influencing a public official improperly to take action or refrain from taking action in order for any party hereunder to obtain or retain business, or to secure the direction of business to either party; or
3. inducing or influencing a public official to use his/her influence with any government or public international organization for such purpose.
Publicity. Vendor will not disclose the existence or terms of this Agreement or the business relationship between Pantheon and Vendor to any third party without prior written approval of Pantheon. This restriction includes use of Pantheon’s name, likeness or logo.
Reports. Vendor agrees that during the term of this Agreement it will keep Pantheon advised as to Vendor’s progress in performing the Services hereunder and that Vendor will, as reasonably requested by Pantheon, prepare written reports and participate in status calls regarding the Services.
Audit. Vendor agrees that Pantheon shall have the right, from time to time, upon written notice to Vendor, to conduct an investigation, and audit of Vendor’s policies, books, records and accounts as they pertain to Vendor’s performance and compliance herein. Vendor agrees to cooperate fully with such investigation, the method of which shall be at the sole discretion of Pantheon.
Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof; it contains the entire understanding between the parties, and supersedes and merges all prior discussions between the parties with respect to the subject matter. No prior agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. The terms of this Agreement will govern all SOWs and Services undertaken by Vendor for Pantheon. In the event of any conflict between this Agreement and any SOW, the SOW shall control, but only with respect to the Services therein.
Negotiated Agreement. The parties hereby acknowledge that the terms and language of this Agreement were the result of negotiations among the Parties. This Agreement shall not be construed against any party on the grounds that such party drafted this Agreement. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement. All signed faxed or emailed copies of the Agreement shall be deemed as valid as originals.
Change Order. This Agreement, and the provisions and scope of the Services set forth in SOW shall not be changed in any material respect without a mutually agreed upon change order executed by an authorized representative of each party. Unless otherwise agreed to by the parties and set forth in Exhibit B, all additional services set forth in Exhibit B shall be billable as indicated in the change order.
Survival. Sections 3 through 16 shall survive upon termination of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE OF THE APPLICABLE STATEMENT OF WORK ENTERED HEREUNDER. THIS AGREEMENT IN INCORPORATED INTO SUCH SOW BY REFERENCE.

EXHIBIT A

STATEMENT OF WORK

This Statement of Work (“SOW”) is effective on [DATE] (“SOW Effective Date”) and made pursuant to the Services Agreement (“Agreement” as defined below) entered into between Pantheon Platform International, Inc. (“Pantheon”) and [INSERT VENDOR NAME] (“Vendor”) on [Date of Agreement]. All terms and conditions in the Agreement remain the same unless otherwise modified in this SOW.

PURPOSE. Include an introduction and the marketing or business objectives of the project and brief overview of the scope (1-2 sentences).
TERM. This SOW shall be effective from SOW Effective Date and will continue until services under this SOW is accepted by Pantheon in writing. [or provide date]
PROJECT SCOPE. The SOW covers the following services and deliverables (“Services”):
- Include detailed description of scope. Include assumptions to define what is and is not included.
DELIVERABLES AND SCHEDULE. Vendor will perform the services and provide Pantheon with the following deliverables:

Deliverables	Description	Format	Delivery Date
		[ie. Excel]	< >
		[ie. database]	< >

5. RESPONSIBILITIES OF THE PARTIES.

5.1Pantheon Responsibilities. Pantheon will provide the following to Vendor:

Insert
Insert
Insert

5.2Vendor Responsibilities. Vendor will provide the following in the course of performing this SOW:

Insert
Any specific requirements of deliverables
Written progress reports
Meetings

6.PRICING; PAYMENT TERMS. All fees and costs below are based on the scope and assumptions included in this SOW.

6.1 Payment of Fees. Fee will be: (cross out inapplicable provisions below)

Indicate fees
Indicate payment options

6.2Payment Schedule.

Indicate payment term

6.3Expenses. Pantheon will reimburse Vendor for the following expenses:

List expected expenses, or indicate “not applicable” if there are none

6.4 Payment Upon Termination. If this SOW or the Agreement that governs it is terminated for any reason, fees will be paid based on Section 2 of the Agreement (Fees and Payment Terms).

The parties enter this SOW under the Agreement through their duly authorized representatives below.

Link to Agreement: https://drive.google.com/file/d/1-OllkDCyI52bZ3aGEktybwQNz3abABnl/view?usp=sharing

[ENTER VENDOR NAME]____________________________________________________________PANTHEON PLATFORM INTERNATIONAL, INC.

By:_________________________________________________________________________________By:

(Authorized Signatory)______________________________________________________________(Authorized Signatory)

Printed Name:______________________________________________________________________Printed Name:

Title: ______________________________________________________________________________Title:

Date:______________________________________________________________________________Date:

Tax I.D./Company Register No.: _________________

EXHIBIT B

CHANGE ORDER

In accordance with and as part of the existing [MASTER SERVICE OR SERVICES] Agreement dated [INSERT AGREEMENT DATE] (the “Agreement”), [ENTER PANTHEON ENTITY]., (“Pantheon”) is hereby authorized by [INSERT VENDOR’S NAME] (“Vendor”) to make the below changes to the Agreement and/or applicable Statement of Work:

CHANGE ORDER NUMBER:

VENDOR NAME:

EFFECTIVE DATE OF CHANGE ORDER:

[INSERT SECTION OF AGREEMENT OR SOW FOR CHANGE AND DESCRIBE CHANGE]

AUTHORIZED BY:

[ENTER VENDOR NAME]____________________________________________________________PANTHEON PLATFORM INTERNATIONAL, INC.

By:_________________________________________________________________________________By:

(Authorized Signatory)______________________________________________________________(Authorized Signatory)

Printed Name:______________________________________________________________________Printed Name:

Title: ______________________________________________________________________________Title:

Date:______________________________________________________________________________Date:

Tax I.D./Company Register No.: _________________

Vendor Data Processing Agreement

Version 23.0

Effective September 24th 2022

Download

click to sign

Vendor Data Processing Agreement

This Data Processing Agreement, including Schedules 1, 2, 3, 4, and 5, attached hereto and hereby incorporated by this reference (together, this “DPA”) is entered into effect as of the signature date below (the “Effective Date”), between Pantheon Systems, Inc., a Delaware corporation (“Pantheon”) with its principal place of business at 717 California Street, 3rd Floor, San Francisco, California 94108 and the “Vendor” with legal name and principal place of business as stated in the signature field. Pantheon and Vendor are sometimes referred to herein each as a “Party” and together as the “Parties.”

In consideration of the mutual promises, covenants, and conditions hereinafter set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto further agree as follows:

1. Definitions. When used in this DPA, the terms set forth below and those defined throughout the DPA when initially capitalized shall have the meanings ascribed to them.

1.1 “California Consumer Privacy Act of 2018” or “CCPA” means the California Consumer Privacy Act of 2018, as amended from time to time (Cal. Civ. Code §§ 1798.100 to 1798.199).

1.2 “Commercial Purpose” means to advance a person’s commercial or economic interests, such as by inducing another person to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, information, or services, or enabling or effecting, directly or indirectly, a commercial transaction.
1.3 “Controller” means the entity that determines the purposes and means of the Processing of Personal Data. In this DPA, Pantheon is the Controller. Under the CCPA, Controller is referred to as “Business.”
1.4 “Business Purpose” means use of Personal Information for Pantheon’s or Vendor’s operational purposes, or other notified purposes, provided that the use of Personal Information is reasonably necessary and proportionate to achieve the operational purpose for which the Personal Information was collected or processed or for another operational purpose that is compatible with the context in which the Personal Information was collected. Business Purpose may be stated in the agreement entered into by the Parties for Vendor’s services (“Agreement”) or may be listed in Schedule 1.
1.5 “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Economic Area (the “EEA”), Switzerland, the United Kingdom (the “UK”), and the United States of America (the “U.S.A.”) applicable to the Processing of Personal Data for Business Purpose, including GDPR and CCPA, and to the extent applicable, the data protection or privacy laws of any other country.
1.6 “Data Subject” means (i) an identified or identifiable natural person who is in the EEA, the Switzerland, the UK, or whose rights are protected by the GDPR; or (ii) a “Consumer” as the term is defined in the CCPA.
1.7 “GDPR” means 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.8 “Pantheon Data” means information and data, including Personal Data, (i) acquired from or provided by Pantheon; or (ii) otherwise acquired by Vendor in the course of Vendor’s performance of the services for Pantheon. Pantheon Data does not include Vendor Data.
1.9 “Personal Data” or “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.
1.10 “Processing” or “Process” mean any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, storage, retrieval, use, organization, recording, adaptation, alternation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
1.11 “Processor” means the entity which Processes Personal Data on behalf of the Controller. In this DPA, Vendor is the Processor.
1.12 “Restricted Transfers” means either (i) a transfer of Personal Data from Pantheon to Vendor; or (ii) an onward transfer of Personal Data from Vendor to a Sub-Processor, or between two establishments of Vendor or of a Sub-Processor; in each case, where such transfer would be prohibited by Data Protection Laws and Regulations in the absence of the Standard Contractual Clauses or other transfer mechanism permitted by applicable Data Protection Laws and Regulations.
1.13 “Services” mean services that Vendor provides to Pantheon in accordance with the Business Purpose.
1.14 “Service Provider” is as defined in CCPA Section 1798.140(v).
1.15 “Standard Contractual Clauses” or “SCC” mean the agreement for the transfer of Personal Data to processors established in third countries that do not ensure an adequate level of data protection, attached hereto as Schedule 5, pursuant to the European Commission’s decision of 5 February 2010 on Standard Contractual Clauses as amended 27 June 2021.
1.16 “Sub-Processor” or “Sub-Service Provider” means an entity engaged by a Processor who agrees to receive from the Processor Personal Data exclusively intended for the processing activities to be carried out as part of the services.
1.17 “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
1.18 “Vendor Data” means all information and data Vendor has acquired from a source other than Pantheon.

2. Data Processing

2.1 Roles of the Parties. For purposes of this DPA, Pantheon may act as a Controller (or Business) or it may act as a Processor (or Service Provider) of one of its customers. Vendor therefore acknowledges that it may act as a Processor or Service Provider of Pantheon or a Sub-Processor or Sub-Service Provider of Pantheon. Where Pantheon acts as a Processor, Pantheon is obligated contractually and/or under Data Protection Laws and Regulations to flow down certain data protection related obligations to its appointed Sub- processors. Therefore all obligations placed on Processors in this DPA shall apply to Vendor regardless of whether Vendor acts as a Processor or Sub-Processor.
2.2 Pantheon’s Processing of Personal Data. Pantheon shall Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Pantheon’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations.
2.3 Vendor’s Processing of Pantheon Data. Vendor shall Process Pantheon Data in accordance with the requirements of Data Protection Laws and Regulations. Vendor shall treat Pantheon Data confidentially, and shall only Process Pantheon Data on behalf of and in accordance with Pantheon’s instructions for the following purposes: (i) Processing in accordance with the Business Purpose; and (ii) Processing to comply with other reasonable instructions provided by Pantheon (e.g., via email) where such instructions are consistent with the Business Purpose.

2.4 Details of the Processing

a. The subject matter of Processing of Pantheon Data by Vendor is the performance of the Services consistent with the Business Purpose. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data, and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing) to this DPA.
b. Annually, Vendor will certify to Pantheon that Vendor has Processed Personal Data and Pantheon Data received from Pantheon in accordance with the CCPA, in the form provided in Schedule 4.

2.5 Vendor obligations under CCPA. Pantheon discloses Pantheon Data that includes Personal Data to Vendor solely for the Business Purpose. Vendor is prohibited from: (i) selling Personal Data; (ii) retaining, using, or disclosing Personal Data for a Commercial Purpose other than providing Services under Business Purpose; and (iii) retaining, using, or disclosing the Personal Data outside of the Business Purpose. Vendor understands the restrictions and prohibitions underlined in this Section 2.5.

3. Rights of Data Subjects. To the extent legally permitted, Vendor shall promptly notify Pantheon if Vendor receives a request from a Data Subject to exercise a right of the Data Subject under GDPR or CCPA. The rights under GDPR include the following: right of access, right to rectification, erasure (“right to be forgotten”), restriction of Processing, data portability, right to object to the Processing, or right not to be subject to an automated individual decision- making, including profiling (“GDPR Data Subject Request”). The rights under CCPA include the following: right to notice, right to access, right to opt-out, right to deletion, and right to equal services and prices (“CCPA Data Subject Request”). Taking into account the nature of the Processing, Vendor shall assist Pantheon by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Pantheon’s obligation to respond to the appropriate data subject request (GDPR Data Subject Request or CCPA Data Subject Request) under Data Protection Laws and Regulations.

4. Vendor Personnel

4.1 Confidentiality. Without prejudice to any existing contractual arrangements between the Parties, Vendor shall treat all Pantheon Data as confidential and shall ensure that its employees, agents or contractors engaged in the Processing of Pantheon Data are informed of the confidential nature of Pantheon’s Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Vendor shall ensure that such confidentiality obligations survive the termination of this DPA.
4.2 Reliability. Vendor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of Vendor who may have access to Pantheon Data.
4.3 Limitation of Access to Pantheon Data including Personal Data. Vendor shall take reasonable steps to ensure that access to Pantheon Data is limited to those individuals who need to know or need to access the relevant Pantheon Data, as strictly necessary for Business Purpose, and to comply with applicable Data Protection Laws and Regulations in the context of that individual’s duties to Vendor.

5. Sub-Processing

5.1 Appointment of Sub-Processors.Pantheon acknowledges and agrees that Vendor may engage third- party Sub-Processors only in accordance with this DPA. Further, Vendor must ensure that it has a written data protection agreement about Processing Pantheon Data with each Sub-Processor, which should be no less protective than this DPA and should include terms that meet the requirements of Article 28(3) of the GDPR and applicable provisions under CCPA, to the extent applicable to the Business Purpose.
5.2 List of Current Sub-Processors. Vendor shall make available to Pantheon the current list of Sub- Processors that will process Personal Data for the Business Purpose in the form attached hereto as Schedule 3. Vendor shall keep this list updated. Pantheon reserves the right to object to any current Sub-Processors, and Vendor shall promptly replace such current Sub-Processors in consultation with Pantheon.
5.3 Notification of New Sub-Processors. Vendor may engage a new Sub-Processor only upon giving Pantheon prior written notice of the appointment of the new Sub-Processor including details of the Processing to be undertaken by the Sub-Processor, and provide Pantheon an opportunity to object to the appointment of the new Sub-Processor. If Vendor fails to inform Pantheon about the appointment of the new Sub-Processor within ninety (90) days, Pantheon reserves the right to terminate the underlying Agreement, if any, and this DPA without prejudice to any fees incurred by Pantheon from the date of appointment of the new Sub- Processor.
5.4 Approving Sub-Processors. Pantheon may object to Vendor’s use of a Sub-Processor by notifying Vendor. In the event Pantheon objects to a Sub-Processor, Vendor shall work with Pantheon in good faith to make available a commercially reasonable change in the provision of the Services which avoids the Processing of Personal Data by the objected-to Sub-Processor. If Vendor is unable to find a suitable Sub- Processor, Pantheon may suspend or terminate the underlying Agreement, if any, and this DPA without prejudice to any fees incurred by Pantheon prior to suspension or termination.
5.5 Sub-Processor Compliance. Vendor shall ensure that each Sub-Processor performs the obligations under Sections 2 (Data Processing), 3 (Rights of Data Subjects), 4 (Vendor Personnel), 6 (Security), 7 (Return and Deletion of Pantheon Data) and 8 (Data Protection Impact Assessment), as they apply to Processing of Personal Data carried out by that Sub-Processor, as if it were party to this DPA in place of Vendor. Vendor agrees to indemnify, defend, and hold Pantheon and its directors, officers, employees, lawyers, successors, assigns, agents, and affiliates against any and all claims, demands, actions, causes of action, lawsuits, judgments, costs, expenses, attorney and expert witness fees, and other liabilities of every nature, arising out of or related to Sub- Processor’s act, error, or omission in complying with applicable data processing agreement/addendum.

6. Security

6.1 Controls for the Protection of Pantheon Data. 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, without prejudice to any other security standards agreed upon by the Parties, Vendor shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to Pantheon Data); confidentiality; and integrity of Pantheon Data. Vendor shall regularly monitor compliance with these measures. Vendor will not materially decrease the overall security of the Services as long as the Vendor is Processing Personal Data.
6.2 Audits. At Pantheon’s written request, Vendor: (a) shall annually conduct regular audits of its security through independent third-party auditors, and (b) subject to the confidentiality provisions set forth in this DPA, make available to Pantheon (or Pantheon’s independent third-party auditor) information regarding its compliance with the obligations set forth in this Section 6, including results of the security audit, at Vendor’s cost.
6.3 Security Incident Management and Notification.Vendor shall have in place an appropriate written security policy with respect to the Processing of Personal Data. Vendor shall notify Pantheon without undue delay, which shall under any circumstances not exceed twenty-four (24) hours of becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Pantheon Data, including Personal Data, transmitted, stored, or otherwise Processed by Vendor, or its Sub-Processors, of which Vendor becomes aware (a “Security Incident”). Vendor shall keep Pantheon informed of all material developments in connection with the Security Incident, and cooperate with Pantheon and shall take such reasonable and necessary steps as are directed by Pantheon to assist in the investigation, mitigation and remediation of each Security Incident.
6.4 Notifications. Any notification to Pantheon pursuant to Section 6.3 shall at a minimum contain:

a. a description of the nature of the incident, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned;
b. the name and contact details of Vendor’s data protection officer or another contact point where more information can be obtained;
c. a description of the likely consequences of the Security Incident; and
d. a description of the measures taken or proposed to be taken by Vendor to address the incident including, where appropriate, measures to mitigate its possible adverse effects.

7. Return and Deletion of Pantheon Data

7.1 Vendor’s and Sub-Processor’s Return and Deletion of Pantheon Data. At the discretion of Pantheon, upon termination of this DPA and/or the Agreement, upon Pantheon’s written request, or upon fulfillment of all purposes agreed to in the context of the Services whereby no further Processing is required, Vendor shall either delete, destroy or return all Pantheon Data to Pantheon and securely destroy or return any existing copies. Vendor shall notify its Sub-Processors of the termination of the DPA or cessation of Processing and shall ensure that all such third parties shall either securely destroy Pantheon Data or return the Pantheon Data to Pantheon, at the discretion of Pantheon.
7.2 Vendor’s Retention of Personal Data. Vendor may retain certain Personal Data to the extent required by applicable Data Protection Laws and Regulations. If retention is legally required, Vendor shall adequately protect the confidentiality of all such Personal Data, and provided further that Vendor shall ensure that such Personal Data is only processed as necessary for the purpose(s) specified in the Data Protection Laws and Regulations requiring its storage, and for no other purpose.
7.3 Written Certification. Vendor shall provide to Pantheon written certification that Vendor has fully complied with this Section 7 within fifteen (15) calendar days of termination of or fulfillment of the Business Purpose.

8. Data Protection Impact Assessment. Upon Pantheon’s request, Vendor shall provide Pantheon with reasonable cooperation and assistance needed to fulfill Pantheon’s obligation under the GDPR to carry out a data protection impact assessment related to Pantheon’s use of the Services, to the extent that Pantheon does not otherwise have access to relevant information and to the extent such information is available to Vendor. Vendor shall provide reasonable assistance to Pantheon in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 8, to the extent required under the GDPR.

9. Assistance to Pantheon. Vendor shall make available to Pantheon all information necessary to demonstrate compliance with Vendor’s obligations under Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Pantheon or another auditor mandated by Pantheon.

10. Restricted Transfers. For the transfer of Personal Data from the EEA and Switzerland to the U.S. or any other “third country” as noted in the GDPR, Pantheon adheres to the Standard Contractual Clauses, a form is set forth in Schedule 5 to this DPA, as the transfer mechanism Vendor will comply with the appropriate transfer mechanism to transfer Personal Data out of the EEA and Switzerland, including, but not limited to, applying physical, organizational and technological controls.

11. General Terms

11.1 Interpretation. This DPA sets forth the entire agreement and understanding of the Parties, and merges and supersedes all prior agreements, writings, commitments, discussions and understandings between them, relating to the specific subject matter herein. No modification, amendment, or any waiver of any rights regarding this DPA shall be effective unless in writing signed by both Parties. No provision in any written order, purchase order or similar document submitted by Vendor hereunder shall in any way modify or append this DPA. All capitalized terms not defined herein shall have the meaning set forth in the applicable Data Protection Laws and Regulations. If any portion of this DPA is declared invalid or unenforceable for any reason, such portion is deemed severable herefrom and the remainder of this DPA shall be deemed to be, and shall remain, fully valid and enforceable and shall not affect any other term or provision. This DPA shall be interpreted and construed as if such invalid, illegal or unenforceable term had never been contained herein. When necessary for appropriate meaning, a plural shall be deemed to be the singular, a singular shall be deemed to be the plural, and a gender-neutral term shall be deemed feminine or masculine. Section headings are for convenience only and shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this DPA or any part thereof nor shall such captions otherwise be given any legal effect. This DPA shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this DPA. When used in this DPA, “including” shall mean “including, but not limited to.” This DPA shall be binding upon and inure to the benefit of the Parties, and their respective heirs, permitted assigns, successors-in-interest, and legal representatives. This DPA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures of the Parties shall have the same force and effect as original signatures. Delivery of a copy of this DPA by facsimile, electronic mail as an attached file (e.g. .pdf), or by any other electronic means (e.g. DocuSign) shall be acceptable to bind the Parties and shall not in any way affect this DPA’s validity.
11.2 Liability and Indemnity. Vendor shall indemnify and hold Pantheon harmless against all claims, actions, third party claims, losses, damages and expenses incurred by Pantheon and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Applicable Data Law by Vendor or its Sub-Processor (as mentioned in Section 5.5).
11.3 Modifications due to changes in Data Protection Laws. Pantheon may give Vendor at least thirty (30) calendar days’ written notice to propose variations to this DPA that Pantheon reasonably considers to be necessary to address the requirements of any Data Protection Laws and Regulations. Upon receiving such notice, Vendor shall promptly discuss the proposed variations with Pantheon. The Parties shall negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in the notice as soon as is reasonably practicable.
11.4 Governing Law and Venue. Without prejudice to clauses 7 (Mediation and Jurisdictions) and 9 (Governing Law) of the Standard Contractual Clauses, this DPA shall be exclusively interpreted, construed and enforced under California (U.S.A.) law without reference to its choice of law rules and, if any federal right violation is alleged, the laws of the United States of America. Venue for any court action arising out of or relating to this Agreement shall be exclusively brought in the appropriate state court in the California Superior Court located in the City and County of San Francisco or any federal court in the Northern District of California and the Parties irrevocably consent to the jurisdiction of such courts for any permitted court action on any obligation hereunder, unless otherwise required by applicable Data Protections Laws and Regulations.
11.5 Assignment. This DPA and the respective rights and obligations arising out of it shall not be assigned or transferred by Vendor, or to or by any third party under any circumstances, including by court order, operation of law, statute, regulation, ordinance, or otherwise, without Pantheon’s prior express written consent. Vendor shall notify Pantheon H promptly in writing of any change of ownership of Vendor or of any sale of all or substantially all of Vendor’s assets. Vendor acknowledges that any change of ownership, sale of all or substantially all of Vendor’s assets, or attempted assignment by Vendor of this Agreement, or any part thereof, without Pantheon’s prior written consent is expressly prohibited, shall be null and void from the beginning and may result in immediate termination of this Agreement by Pantheon. Pantheon may assign or otherwise transfer its rights and obligations to successors-in-interest (whether by purchase of stock or assets, merger, operation of law, or otherwise) of that portion of its business related to the subject matter hereof. Subject to the foregoing restrictions on assignment, this Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties and their respective successors and assigns.
11.6 Order of Precedence. If there is a conflict between this DPA related to the GDPR and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

By signing below, each Party acknowledges that it has read, understood and agrees to be bound by the terms and conditions of this DPA and that the person signing is duly authorized to do so.

Pantheon Systems, Inc.

“Pantheon ”

By:

Name:

Title:

Date:

VENDOR

Vendor Legal Name:

By:

Name:

Title:

Date:

SCHEDULE 1

Business Purpose

SCHEDULE 2

Details of the Processing

Nature and Purpose of Processing:
Vendor will Process Personal Data as necessary to perform the Services pursuant to the Agreement and applicable order form(s), or Schedule 1, as applicable, and as further instructed by Pantheon in its use of the Services.

Duration of Processing:
Vendor will Process Pantheon Data for the duration of the Agreement, unless otherwise agreed upon in writing by the parties.

Categories of Data Subjects:
The Personal Data transferred concern the following categories of data subjects:
• Employees, agents, advisors, contractors, and freelancers of Vendor, who are natural persons.
• Vendors, business partners, vendors and subcontractors of Vendor, who are natural persons.
• Employees or contact persons of Vendor’s customers, business partners, vendors and subcontractors.

Type of Personal Data:
The Personal Data transferred concern the following types of data:
• Name (first, last, middle, nickname etc.)
• Contact information (email, phone, physical address)
• [INCLUDE ADDITIONAL CATEGORIES OF DATA PROCESSED BELOW]

SCHEDULE 3

List of Current Sub-Processors

SCHEDULE 4

Certification Of Compliance With Data Processing Agreement

(CCPA)

The “Vendor” with its principal place of business as provided in the signature field below hereby certifies as follows:
1. Vendor and Pantheon Systems, Inc. (“Pantheon”) executed a Data Processing Agreement (“DPA”) on the signature date below
2. In accordance with Section 1798.140(w)(2)(B) of the California Consumer Privacy Act (“CCPA”), Service Provider certifies that it will comply with the terms and conditions of the Addendum. Service Provider specifically represents and warrants that:

a. comply with the applicable CCPA provisions, as amended from time to time, in the Processing of Personal Information;
b. Process Personal Information only on behalf of Pantheon and pursuant to Pantheon’s instruction for the specific purpose of performing the Services in the Agreement;
c. shall not retain, use, or disclose Personal Information for any other purpose other than for the specific purpose of performing the services specific in the Agreement; including for a Business Purpose;
d. shall not further Collect, Sell, or use Personal Information without Pantheon’s prior express written consent, and only as necessary to perform the Business Purpose.

3. Service Provider represents and warrants that it shall immediately notify the Pantheon in writing, if it:

a. determines or reasonably suspects its inability to comply with its obligation set forth in the Data Processing Agreement;
b. cannot ensure compliance with the Pantheon’s instructions for use of Personal Information.
c. Upon any such notice to the Pantheon, Service Provider shall immediately cease all use of Personal Information hereunder, and Pantheon is entitled to suspend to terminate the Data Processing Agreement.

“VENDOR” or “SERVICE PROVIDER”
Vendor Legal Name:
Signature:

Signatory Name:
Address:
Date:

SCHEDULE 5

STANDARD CONTRACTUAL CLAUSES

Controller to Processor

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) ([1]) for the transfer of 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’).

(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 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9(a), (c), (d) and (e);

(iv) Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18(a) and (b).

(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 – Optional

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 ([2]) (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) OPTION 1: SPECIFIC PRIOR AUTHORISATION 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 [Specify time period] 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.

OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(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. ([3]) 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.

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body ([4]) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]

(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

[Where the data exporter is established in an EU Member State:] 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.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, 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 ([5]);

(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 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

[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]

[OPTION 2: 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 _______ (specify Member State).]

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 _____ (specify Member State).

(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

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

A. LIST OF PARTIES

Data exporter(s):[Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: ___________________________________________

Address: _________________________________________

Contact person’s name, position and contact details: _________________________

___________________________________________________________________

Activities relevant to the data transferred under these Clauses:

___________________________________________________________________

Signature and date: ___________________________________________________

Role (controller/processor):

2. …

Data importer(s):[Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: ___________________________________________

Address: _________________________________________

Contact person’s name, position and contact details: _________________________

___________________________________________________________________

Activities relevant to the data transferred under these Clauses:

___________________________________________________________________

Signature and date: ___________________________________________________

Role (controller/processor):

2. …

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

…

Categories of personal data transferred

…

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

…

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

…

Nature of the processing

…

Purpose(s) of the data transfer and further processing

…

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

…

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

…

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

…

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

[Examples of possible measures:

Measures of pseudonymisation and encryption of personal data

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing

Measures for user identification and authorisation

Measures for the protection of data during transmission

Measures for the protection of data during storage

Measures for ensuring physical security of locations at which personal data are processed

Measures for ensuring events logging

Measures for ensuring system configuration, including default configuration

Measures for internal IT and IT security governance and management

Measures for certification/assurance of processes and products

Measures for ensuring data minimisation

Measures for ensuring data quality

Measures for ensuring limited data retention

Measures for ensuring accountability

Measures for allowing data portability and ensuring erasure]

For transfers to (sub-) processors, alsodescribe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter…

ANNEX III

LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

This Annex must be completed in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).

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

1. Name: …

Address: …

Contact person’s name, position and contact details: …

Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): …

2. …

[1] Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

[2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

[3] This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

[4] The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

[5] As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

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Pantheon Heroes NDA

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Effective August 18th 2022

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Pantheon Heroes Non-Disclosure Agreement

Heroes Program

Please complete this NDA form. If you have any questions, you may reach out to the Pantheon Community team at community@pantheon.io.

This Non-Disclosure Agreement (this “Agreement”) is entered into between Pantheon Systems, Inc. (“Pantheon”) and ______________ (“Receiving Party”) as of the signature date below (the “Effective Date”), to protect the confidentiality of certain confidential information of Pantheon to be disclosed under this Agreement solely for use in the evaluation of certain aspects of the Pantheon platform, Pantheon events, and other business opportunities of mutual interest between Receiving Party with Pantheon (the “Permitted Use”). Pantheon and Receiving Party may be referred to herein individually as a “Party” and collectively as the “Parties.”

As used herein, the “Confidential Information” of Pantheon will mean any and all technical and non-technical information disclosed by Pantheon to the Receiving Party, which may include without limitation: (a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential information, ideas, media, drawings, works of authorship, inventions, know-how, processes, algorithms, software programs and software source documents related to the current, future, and proposed products and services of Pantheon, such as information concerning research, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans.
Subject to Section 3, the Receiving Party agrees that at all times it will hold in strict confidence and not disclose to any third party any Confidential Information of Pantheon, except as approved in writing by Pantheon, and will use the Confidential Information of Pantheon for no purpose other than the Permitted Use. Receiving Party will limit access to the Confidential Information of Pantheon to only those of the Receiving Party’s employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of Pantheon if the Receiving Party can demonstrate with competent evidence that such portion of Confidential Information (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party by Pantheon; or (e) was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by Pantheon.
Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of Pantheon as permitted by law, or if required by a valid order of a court or other governmental body with jurisdiction, provided that the Receiving Party provides Pantheon with reasonable prior written notice of such order and makes a reasonable effort to obtain, or to assist Pantheon in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required.
The Receiving Party will immediately notify Pantheon upon discovery of any loss or unauthorized disclosure of the Confidential Information of Pantheon.
Immediately upon completion of the Receiving Party’s authorized use of the Confidential Information, or upon written request of Pantheon, the Receiving Party will return to Pantheon or destroy all documents and other tangible materials representing Pantheon’s Confidential Information and all copies thereof, and certify that such Confidential Information has been deleted and expunged.
The Receiving Party acknowledges and agrees that the Confidential Information of Pantheon is owned by and shall remain the sole and exclusive property of Pantheon. The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Pantheon, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. If Receiving Party identifies problems or changes or provides ideas, suggestions, or tangible materials to Pantheon (“Feedback”) Pantheon may use that information without obligation to Receiving Party (including without limitation obligations of confidentiality), and Receiving Party hereby irrevocably grants to Pantheon a fully paid, royalty-free, perpetual, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
The Receiving Party will not reproduce the Confidential Information of Pantheon in any form except as required to accomplish the intent of this Agreement. Any reproduction by the Receiving Party of any Confidential Information of Pantheon will remain the property of Pantheon and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Pantheon.
The Receiving Party agrees that during the course of communications pursuant to this Agreement, the Receiving Party will not make any unauthorized use or disclosure of any confidential or proprietary information or trade secrets of any other person or entity to whom it owes an obligation of confidentiality with respect to such information, including but not limited to, any current or former employer.
The Receiving Party’s obligations under this Agreement will survive termination of the discussions or dealings between the Parties related to the Permitted Use and will be binding upon the Receiving Party’s heirs, successors, and assigns.
This Agreement will be governed by and construed in accordance with the laws of California without reference to conflict of laws principles. Any disputes under this Agreement may only be brought in the state courts and the Federal courts located in San Francisco, California, and the Parties hereby consent to the exclusive personal jurisdiction and venue of these courts.
The Receiving Party acknowledges that its breach of this Agreement may cause irreparable damage to Pantheon and hereby agrees that the Pantheon will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Receiving Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
This Agreement represents the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions relating to the subject matter of this Agreement. This Agreement is entered into without any reliance on any promise or representation, written or oral, other than those expressly contained herein, and may not be modified or amended in any way except by a writing signed by duly authorized officers of the Parties hereto. This Agreement may be executed in counterparts, which shall be deemed to be part of one original, and facsimile and electronic acceptance processes and electronic signatures shall be equivalent to original signatures.

In Witness Whereof, the Receiving Party has entered this Non-Disclosure Agreement to be executed on behalf on themselves and the organization they legally represent as of the Effective Date.

Receiving Party:

Signature:

Name:

Title:

Date:

Address:

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