APPIRIO INC.

This Data Processing Agreement (the “Agreement”) is made as of the date agreed to (the “Effective Date”), by and between Appirio, Inc., its subsidiaries and other affiliated entities (collectively, “Customer”), and the entity listed below (“Service Provider”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1. Term. 1. The term of the Agreement shall commence on the Effective Date and continue until there are no other agreements (including any statements of work or service orders) under which Service Provider is obligated to Process Personal Data, or unless terminated in accordance with this Agreement. Each such statement of work, service order or other agreement that obligates Service Provider to process Personal Data is referred to herein as a “Processing Agreement.”

2. Definitions. “Data Law” means any applicable data privacy or security law or regulation worldwide, including laws in the United States, Canada, Japan, European Union, the European Economic Area and their member states, Switzerland and the United Kingdom (and when effective, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”)); “Personal Data” means an information relating to an identified or identifiable natural person that is governed by Data Laws; “Data Subject,” “Controller,” “Processor,” and Processing” shall have the meaning as defined under GDPR.

3. Applicability. Service Provider will impose all obligations and requirements of Service Provider set forth and described in the Agreement on all affiliates of Service Provider, any contractors of Service Provider, or any other third parties accessing, using, or otherwise Processing any Personal Data or performing any services or other obligations or responsibilities under the Agreement. Service Provider will ensure that all such affiliates are legally bound to the terms of the Agreement and will enter into a written agreement with all such contractors and other third parties imposing the obligations and requirements imposed on Service Provider under the Agreement on such contractors and other third parties. Service Provider will perform reasonable ongoing reviews of all such affiliates, contractors, and other third parties on not less than an annual basis to ensure such affiliates, contractors, and other third parties maintain capabilities adequate to perform all such requirements and obligations and have not failed to comply with all such requirements and obligations. Service Provider will promptly notify Customer of any vulnerability or failure revealed by any such review. Upon request by Customer, Service Provider will provide Customer or any of its contractors, affiliates, and agents with the results of any such review and confirm compliance with this Section. Notwithstanding the foregoing, Service Provider will remain fully responsible for the security of all Personal Data Processed by any such affiliate, contractor, or other third party and for any breach of the Agreement by any such affiliate, subcontractor, or other third party.

4. Compliance. Service Provider will ensure that all use, access and other Processing of Personal Data is in accordance with the Agreement and Processing Agreement and complies with any and all applicable Data Laws (including GDPR Section 28 Processors). Without prejudice to Customer’s, or any of Customer associate’s, rights and remedies, if Service Provider is unable (or reasonably believes it will become unable) to comply with the Agreement or any Processing Agreement, Service Provider will promptly notify Customer of such circumstances (no later than 24 hours). Service Provider will take all permitted and reasonable efforts to limit and safeguard all Personal Data notwithstanding any such requirement. Subject to applicable Data Law, Customer will have the right to protest or defend against any such requirements (including, as applicable, in any subpoena enforcement proceedings or motions to compel) in lieu of and on behalf of Service Provider. Service Provider will provide reasonable cooperation to Customer in connection with any such protest or defense.

5. Permits and Notifications. Service Provider will ensure that, where required, Service Provider has made all appropriate and required notifications and registrations and obtained the appropriate permits, as required by applicable Data Law. Service Provider will promptly notify Customer upon becoming aware that any appropriate notifications and registrations have not been made or that appropriate permits have not been obtained.

6. Data Privacy.

6.1 Permissible Processing. Service Provider may not use, or process, Personal Data for any purpose other than as set forth in Schedule 1, to perform the services, and in any way that would be a violation of Data Laws. The initial nature and purpose of the Processing, duration of the Processing, categories of Data Subjects, and types of Personal Data are set forth on Schedule 1.

6.2 Confidentiality. Service Provider may not disclose Personal Data to any third party unless: (1) the party is authorized to receive the information in this Agreement, (2) the party is authorized to receive the information in a service agreement with Customer, or (3) the party is authorized to receive the information by Customer in writing. At the end of the engagement, Service Provider shall return, or, at Customer’s request, delete (with written certification of deletion), all Personal Data in Service Provider’s control or possession.

6.3 Sub-processors. 6.3 Unless otherwise agreed to under the Processing Agreement, Service Provider may only subcontract or outsource the processing of Personal Data if Service Provider has imposed on the subcontractor legally binding contractual terms that require the subcontractor to provide at least the same level of protection for the Personal Data as this Agreement and Customer approves (in writing) of such subcontract or outsource of the processing of Personal Data. Service Provider agrees, upon Customer’s request, to provide Customer with details of any subcontractors who process Personal Data, including the subcontracting activities they fulfill, their locations, and a copy of the data protection and privacy terms within Service Provider’s written agreement with such subcontractors. The Standard Contractual Clauses in Schedule 2 will apply with respect to Personal Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Personal Data.

6.4 Cooperation. Service Provider agrees to assist Customer in responding to any requests, complaints, or inquiries from a Data Subject. In the event that a Data Subject contacts Service Provider directly, Service Provider agrees to direct the Data Subject tobcontact Customer and to notify Customer that a request, complaint, or inquiry from a Data Subject has been made. Service Provider will not disclose Personal Data to any government, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). If a law enforcement agency sends Service Provider a demand for Personal Data, Service Provider will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, Service Provider may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Personal Data to a law enforcement agency, then Service Provider will, unless Service Provider is legally prohibited from doing so: (1) give Customer notice of the demand no later than 5 days after such demand is received to allow Customer to place the request on hold or to seek a protective order or other appropriate remedy, and Service Provider shall provide reasonable co-operation in connection with Customer seeking such order or remedy; (2) use all reasonable endeavors to withhold disclosing such Personal Data until Customer has consented to such disclosure; and (3) in any event, only disclose such Personal Data as is strictly required by the relevant law or binding order (having used all reasonable endeavors (in cooperation with Customer) to minimize and limit the scope of any such disclosure).

7. Data Security. Service Provider represents and warrants that it (i) provides reasonable and appropriate technical, training, and organizational measures to help protect Personal Data against: (1) accidental or unlawful destruction, (2) accidental loss, (3) alteration, and (4) unauthorized disclosure or access, (ii) it complies with all Data Laws, (iii) ensures that all subcontractors are contractually bound to the terms of this Agreement and monitors all subcontractor’s compliance with this Agreement, and (iv) has an information security program in place to safeguard Personal Data and such information security program is commensurate with and complies with applicable industry standards. Service Provider will inform (in writing) Customer within 24 hours of becoming aware of any alleged, suspected, or confirmed incident that impacts, or could potentially impact, the privacy, confidentiality, integrity, or security of any Personal Data (including any potential breach of this Agreement). In addition, Service Provider shall provide Customer with a description of the incident, the type of data that was the subject of the incident, and the identity of each Data Subject that was, or may have been, impacted by the incident, as soon as such information can be collected or otherwise becomes available. Service Provider shall also provide any additional information that Customer may reasonably request relating to the incident. Service Provider will take action immediately to investigate the incident and to identify, prevent, and make reasonable efforts to mitigate, the effects of the incident. Service Provider will provide any assistance reasonably requested by Customer to notify any data protection authority or affected individuals of the incident. Upon the occurrence of any incident, Service Provider will reimburse Customer on demand for all notification related costs incurred by Customer arising out of or in connection with any such incident.

8. Miscellaneous.

8.1 Indemnification. Service Provider indemnifies, defends and holds the Customer and all its affiliates, its customers, employees, agents, and contractors harmless against all damages, losses, penalties, liabilities, costs, expenses, and fines (including reasonable attorneys’ fees, costs, and expenses) relating to or arising out of any breach or alleged breach of this Agreement.

8.2 Liability. Notwithstanding any cap on liability provided in any other Processing Agreement, Service Provider agrees to be fully liable for any data security incident or other unauthorized disclosure of Personal Data in Service Provider’s possession or control as if Service Provider was the owner of that Personal Data. Service Provider acknowledges that any data security incident will be a material breach of the Agreement and any Processing Agreement.

8.3 Breach. In the event that Service Provider breaches its obligations under this Agreement, Customer may, at its sole discretion, direct Service Provider to: (1) cease processing Personal Data, (2) return Personal Data, or (3) destroy Personal Data. If Customer exercises a right under this Section Customer shall not be liable to the Service Provider for any damages, penalties, fees, or costs, direct or indirect, incurred as a result of the election. This section shall be in addition to any rights afforded to Customer under a separate agreement between the parties.

8.4 Audit. Upon Customer’s request, Service Provider shall provide Customer with a copy of Service Provider’s most recent audit report regarding Service Provider’s data security program. Service Provider will respond within a reasonable time period to any inquiries from Customer relating to Service Provider’s data security program. Service Provider will, upon Customer’s request, provide Customer or Customer’s representatives access to Service Provider’s systems and records that involve or are related to any processing of Personal Data so that an audit may be conducted. Customer will not exercise such audit right more frequently than once per twelve (12) month period and Customer will bear the full cost and expense of any such audit, unless such audit discloses a security incident or a breach of this Agreement, in which case Service Provider will bear the full cost and expense of such audit and a further audit may be conducted by Customer or Customer’s representatives within the current twelve (12) month period.

8.5 Termination. Customer may termination the Agreement or any Processing Agreement at any time without cause upon 30 days prior written notice to Service Provider. Upon the termination or expiration of all Processing Agreements, the Agreement shall automatically terminate.

8.6 Conflict. In the event of a conflict between any provision in the Agreement and any Processing Agreement, the provision that offers greater protection to Customer and Personal Data shall control.

8.7 Governing Law. The parties agree that (1) governing law of this Agreement, and (2) the forum for all disputes in respect of this Agreement, shall be San Francisco, California, unless otherwise required by applicable Data Laws.

8.8 Miscellaneous. The Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of both parties. Provided notice is given, in event Service Provider is a subprocessor for Customer, Customer may pass through all data privacy or security obligations that is obligated by Customer’s customer. No provision or part of the Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the Party making the waiver. Failure or delay by either party to enforce any provision of the Agreement will not be deemed a waiver of future enforcement of that or any other provision. Nothing in the Agreement shall be construed to place the parties in an agency, employment, franchise, joint venture, or partnership relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. In the event that any provision of the Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of the parties as of the Effective Date. The Agreement constitutes the entire agreement between the parties.

SCHEDULE 1

PROCESSING DETAILS

Nature and Purpose of Processing

Depending on the terms of the Processing Agreement, types of Personal Data processed may concern the following: (i) human resources and payroll administration, including, promotions, salary reviews; administering employee benefits; international assignment; statistical analysis for salary information; performance management assessment; employee budgeting; changes to employment terms and conditions; training and development; absences; handling of disputes; application of applicable laws and regulations; (ii) marketing related activities including the hosting of sales and business events; client pitches; business development analysis; (iii) IT related services; or (iv) legal, accounting, and audit functions, including financial reporting.

Duration of Processing and Retention of Data

Depending on the terms of the Processing Agreement, Service Provider may Process Personal Data for the duration of the Processing Agreement, unless otherwise agreed upon in writing. Service Provider will retain Personal Data as long as required under law, unless otherwise agreed to in writing.

Categories of Data Subjects

Depending on the terms of the Processing Agreement, Personal Data Processed may concern the following data subjects: (i) Employees, consultants, agents, temporary employees, interns, trainees and any other employees or contractors; or (ii) Personal Data of Appirio’s current and potential customers, including customer’s customers and customer’s employees, consultants, agents, temporary employees, interns, trainees and any other employees or contractors.

Type of Personal Data

Depending on the terms of the Processing Agreement, the types of personal data may include the following: (i) marketing and services related Personal Data provided to current and potential customers including identification details such as name, email address, phone number, title, position; or (ii) HR related data including identification details such as national identity, place of birth, passport information, job title, job history, resume details.

SCHEDULE 2

STANDARD CONTRACTUAL CLAUSES CONTROLLER TO PROCESSOR

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

between

Appirio, Inc.

201 S. Capitol Ave, Suite 1100, Indianapolis, IN 46225

hereinafter “data exporter”

and

Service Provider (as defined in Data Processing Agreement)

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

(a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);

(b) “the data exporter” shall mean the controller who transfers the personal data;

(c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;

(d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

(a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that:

(a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.

(e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h)
It will process the personal data, at its option, in accordance with:

(i) the data protection laws of the country in which the data exporter is established, or

(ii) the relevant provisions (1) of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data (2), or

(iii) the data processing principles set forth in Annex A.
Data importer to indicate which option it selects:
Initials of data importer:_;

(i)
It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i) the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or

(ii) the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or

(iii) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

(iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

(a)
In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

(ii)compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

(a)

(i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and

(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

(b) where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

Data Subjects

The Data transferred may concern the following categories of Data Subjects:

Depending on the terms of the Processing Agreement (as defined in the Data Processing Agreement), Personal Data Processed may concern the following data subjects: (i) Employees, consultants, agents, temporary employees, interns, trainees and any other employees or contractors; and (ii) Personal Data of Appirio’s current and potential customers, including customer’s customers and customer’s employees, consultants, agents, temporary employees, interns, trainees and any other employees or contractors.

Purposes of the transfer

The transfer may be made for the following purposes:

Depending on the terms of the Processing Agreement, types of Personal Data transferred may concern the following: (i) human resources and payroll administration, including, promotions, salary reviews; administering employee benefits; international assignment; statistical analysis for salary information; performance management assessment; employee budgeting; changes to employment terms and conditions; training and development; absences; handling of disputes; application of applicable laws and regulations; (ii) marketing related activities including the hosting of sales and business events; client pitches; business development analysis; (iii) IT related services; (iv) legal, accounting, and audit functions, including financial reporting.

Categories of data

The personal data transferred concern the following categories of data:

Depending on the terms of the Processing Agreement. The types of personal data transferred may include the following: (i) marketing and services related Personal Data provided to current and potential customers including identification details such as name, email address, phone number, title, position; and (ii) HR related data including identification details such as national identity, place of birth, passport information, job title, job history, resume details.

Recipients

Depending on the terms of the Processing Agreement, recipients may include the following: (i) finance and accounting related personnel; (ii) employees performing services on behalf of a client; (iii) marketing department; (iv) corporate affiliates; and (v) any other expressed employees.

Sensitive data

Depending on the terms of the Processing Agreement, Personal Data transferred may include sensitive human resources related data including data involving race, ethnic origin, health, or sexual orientation.

Contact points for data protection enquiries

Signatories of the Processing Agreement shall serve as the appropriate contact points.