Common use of Subprocessing Clause in Contracts

Subprocessing. 5.1 Customer authorises Supplier to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier may continue to use those Subprocessors already engaged by Supplier as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3. 5.3 Supplier shall give Customer prior written notice of the appointment of any proposed Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen (14) days of receipt of that notice, Customer notifies Supplier in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Subprocessor. If such a change cannot be made within fourteen (14) days from Supplier receipt of Customer’s notice, no commercially reasonable change is available, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 With respect to each Subprocessor, Supplier shall ensure that the arrangement between Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing Addendum.

Subprocessing. 5.1 5.1. Customer authorises Supplier to appoint Subprocessors in accordance with this Paragraph 5. 5.2 5.2. Supplier may continue to use those Subprocessors already engaged by Supplier as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3. 5.3 5.3. Supplier shall give Customer prior written notice of the appointment of any proposed Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen (14) days of receipt of that notice, Customer notifies Supplier in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Subprocessor. If such a change cannot be made within fourteen (14) days from Supplier receipt of Customer’s notice, no commercially reasonable change is available, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier shall ensure that the arrangement between Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing Addendum.

Subprocessing. 5.1 5.1. Customer authorises Supplier Firefly to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier 5.2. Firefly may continue to use those Subprocessors already engaged by Supplier Firefly as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier Firefly meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3. 5.3 Supplier 5.3. Firefly shall give Customer prior written notice of the appointment of any proposed Subprocessor, new Subprocessor by updating the table shown at h ttps://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇ including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen ten (1410) days Business Days of receipt of that notice, Customer notifies Supplier Firefly in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : (a) Firefly shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen thirty (1430) days Business Days from Supplier Firefly receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, either party Party may by written notice to the other party Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier Firefly shall ensure that the arrangement between Supplier Firefly and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4).

Subprocessing. 5.1 BenchPrep shall only appoint Subprocessors which enable BenchPrep to comply with Privacy Laws. Customer authorises Supplier BenchPrep to appoint Subprocessors in accordance with this Paragraph 5Section 5 subject to any restrictions or conditions expressly set out in the Agreement. Subprocessors appointed as at the effective date of this DPA are listed in the Data Processing Instructions. BenchPrep shall remain liable to Customer for the performance of that Subprocessor’s obligations subject to the Agreement. 5.2 Supplier may continue to use those Subprocessors already engaged by Supplier as at the date of this Data Processing Addendum as listed Notwithstanding any notice requirements in the Annex 3 to this Data Processing AddendumAgreement, subject to Supplier meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3. 5.3 Supplier before BenchPrep engages any new Subprocessor, BenchPrep shall give Customer prior written notice of the appointment of any proposed Subprocessorsuch appointment, including reasonable details of the Processing to be undertaken by the proposed Subprocessor. IfIn addition to any other notifications, within fourteen (14) days BenchPrep may provide such notice by updating the list of receipt of that notice, Subprocessors in the Data Processing Instructions. Customer notifies Supplier in writing may notify BenchPrep of any objections (on reasonable groundsgrounds related to Privacy Laws) to the proposed appointmentSubprocessor or Data Processing Instructions (“Objection”), Supplier then BenchPrep and Customer shall use reasonable efforts negotiate in good faith to make available a commercially reasonable change in agree to further measures including contractual or operational adjustments relevant to the provision appointment of the Services, which avoids proposed Subprocessor or operation of the use of that proposed SubprocessorServices to address Customer’s Objection. If Where such a change further measures cannot be made agreed between the parties within fourteen forty-five (1445) days from Supplier BenchPrep’s receipt of Customer’s noticethe Objection (or such greater period agreed by Customer in writing), no commercially reasonable change is available, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party BenchPrep with immediate effect terminate the Agreement either in whole or to the extent that it relates to part of the Services which require the use of the proposed Subprocessor. 5.4 With respect to each Subprocessor, Supplier shall ensure that the arrangement between Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing Addendum.

Subprocessing. 5.1 5.1. Customer authorises Supplier Receipt Bank to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier 5.2. Receipt Bank may continue to use those Subprocessors already engaged by Supplier Receipt Bank as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier Receipt Bank meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.35.4. 5.3 Supplier 5.3. Receipt Bank shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen ten (1410) days Business Days of receipt of that notice, Customer notifies Supplier Receipt Bank in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : (a) Receipt Bank shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen thirty (1430) days Business Days from Supplier Receipt Bank receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, either party Party may by written notice to the other party Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier Receipt Bank shall ensure that the arrangement between Supplier Receipt Bank and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4).

Subprocessing. 5.1 5.1. Customer authorises Supplier Firefly to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier 5.2. Firefly may continue to use those Subprocessors already engaged by Supplier Firefly as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier Firefly meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3. 5.3 Supplier 5.3. Firefly shall give Customer prior written notice of the appointment of any proposed Subprocessornew Subprocessor by updating the table shown at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/subprocessor , including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen ten (1410) days Business Days of receipt of that notice, Customer notifies Supplier Firefly in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : (a) Firefly shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen thirty (1430) days Business Days from Supplier Firefly receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, either party Party may by written notice to the other party Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier Firefly shall ensure that the arrangement between Supplier Firefly and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4).

Subprocessing. 5.1 6.1 Customer authorises Supplier PeopleFluent to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this Paragraph 5section 6 and any restrictions in the Agreement. 5.2 Supplier 6.2 PeopleFluent may continue to use those Subprocessors already engaged by Supplier PeopleFluent as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing AddendumExhibit, subject to Supplier PeopleFluent meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3section 6.5. 5.3 Supplier 6.3 PeopleFluent shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable full details of the Processing to be undertaken by the Subprocessor. If, within fourteen (14) 7 days of receipt of that notice, Customer notifies Supplier PeopleFluent in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : 6.3.1 PeopleFluent shall use reasonable efforts work with Customer in good faith to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and 6.3.2 where such a change cannot be made within fourteen (14) 45 days from Supplier PeopleFluent's receipt of Customer’s 's notice, no commercially reasonable change is availablenotwithstanding anything in the Agreement, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party PeopleFluent with immediate effect terminate the Agreement either in whole or impacted services to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 6.4 On termination of the impacted services, pursuant to section 6.3.2, Customer shall be liable for any contracted fees or charges for the remainder of the term of the Agreement and any Order Forms thereunder. 6.5 With respect to each Subprocessor, Supplier shall PeopleFluent shall: 6.5.1 before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by the Agreement; 6.5.2 ensure that the arrangement between Supplier on the one hand (a) PeopleFluent, or the relevant intermediate Subprocessor; and on the Subprocessor other hand the Subprocessor, is governed by a written contract including terms which offer at least an equivalent the same level of protection for Customer Personal Data as those set out in this Exhibit and meet the requirements of Article 28(3) of the GDPR; and 6.5.3 provide to Customer for review such copies of the Contracted Processors' agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Exhibit) as Customer may request from time to time. 6.6 PeopleFluent shall ensure that each Subprocessor performs the obligations under sections 3.1, 4, 5, 7.1, 8.2, 9 and 11.1, as they apply to Processing of Customer Personal Data Processing Addendumcarried out by that Subprocessor, as if it were party to this Exhibit in place of PeopleFluent.

Subprocessing. 5.1 5.1. Customer authorises Supplier Crunchy Data to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier 5.2. Crunchy Data may continue to use those Subprocessors already engaged by Supplier Crunchy Data as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier Crunchy Data meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.35.4. 5.3 Supplier 5.3. Crunchy Data shall give Customer prior written notice of the appointment of any proposed Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen (14) days days of receipt of that notice, Customer notifies Supplier Crunchy Data in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : (a) Crunchy Data shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen (14) days days from Supplier Crunchy Data receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, either party may by written notice to the other party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier Crunchy Data shall ensure that the arrangement between Supplier Crunchy Data and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4).

Subprocessing. 5.1 5.1. Customer authorises authorizes Supplier to appoint Subprocessors in accordance with this Paragraph 5. 5.2 5.2. Supplier may continue to use those Subprocessors already engaged by Supplier as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.35.4. 5.3 5.3. Supplier shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. The parties agree that notice of a new Subprocessor posted on Supplier’s website at this URL is sufficient notice, unless the parties expressly agreed in writing to require email notification. If, within fourteen ten (1410) days Business Days of receipt of that notice, Customer notifies Supplier in writing of any objections (on reasonable grounds) to the proposed appointment, : (a) Supplier shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen (14) days 40 Business Days from Supplier receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, then either party may Party may, by written notice to the other party Party with immediate effect effect, terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier shall shall: (a) ensure that the arrangement between Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4); and (b) be fully responsible and liable for all acts and omissions by the Subprocessor.

Subprocessing. 5.1 6.1 Customer hereby authorises Supplier to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this Paragraph 5section 6 and any restrictions in the Agreement. 5.2 6.2 Supplier may continue to use those Subprocessors already engaged by Supplier as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier in each case as soon as practicable meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3section 6.4. 5.3 6.3 Supplier shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable full details of the Processing to be undertaken by the Subprocessor. If, within fourteen (14) 14 days of receipt of that notice, Customer notifies Supplier in writing of any objections (on reasonable grounds) to the proposed appointment, the Supplier shall use not appoint that proposed Subprocessor until reasonable efforts steps have been taken to make available address the objections raised by any Customer and been provided with a commercially reasonable change in the provision written explanation of the Services, which avoids the use of that proposed Subprocessor. If such a change cannot be made within fourteen (14) days from Supplier receipt of Customer’s notice, no commercially reasonable change is available, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessorsteps taken. 5.4 6.4 With respect to each Subprocessor, Supplier shall shall: 6.4.1 ensure that the arrangement between the Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent the same level of protection for Customer Personal Data as those set out in this Data Processing Addendum; 6.4.2 if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between the Supplier and the Subprocessor; and 6.4.3 provide to Customer for review such copies of its agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as Customer may request from time to time.

Subprocessing. 5.1 6.1 Each Customer Group Member authorises Supplier myneTEC and each myneTEC‘s Affiliate to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this Paragraph 5section 6 and any restrictions in the Principal Agreement. 5.2 Supplier 6.2 myneTEC and each myneTEC‘s Affiliate may continue to use those Subprocessors already engaged by Supplier myneTEC or any myneTEC‘s Affiliate as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing AddendumDPA, subject to Supplier myneTEC and each myneTEC‘s Affiliate in each case as soon as practicable meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.3section 6.4. 5.3 Supplier 6.3 myneTEC shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable full details of the Processing to be undertaken by the Subprocessor. If, within fourteen sixty (1460) days of receipt of that notice, Customer notifies Supplier myneTEC in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier neither myneTEC nor any myneTEC‘s Affiliate shall use appoint (or disclose any Customer Personal Data to) that proposed Subprocessor until reasonable efforts steps have been taken to make available address the objections raised by any Customer Group Member and Customer has been provided with a commercially reasonable change in the provision written explanation of the Services, which avoids the use of that proposed Subprocessor. If such a change cannot be made within fourteen (14) days from Supplier receipt of Customer’s notice, no commercially reasonable change is available, and/or Customer declines to bear the cost of the proposed change, either party may by written notice to the other party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessorsteps taken. 5.4 6.4 With respect to each Subprocessor, Supplier shall myneTEC or the relevant myneTEC Affiliate shall: 6.4.1 before the Subprocessor first Processes Customer Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence to ensure that the arrangement between Supplier and the Subprocessor is governed by a written contract including terms which offer at least an equivalent capable of providing the level of protection for Customer Personal Data as those set out in this Data Processing Addendum.required by the Principal Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) myneTEC, or (b) the relevant myneTEC‘s Affiliate, or

Subprocessing. 5.1 ‌ 5.1. Customer authorises Supplier Precisely to appoint Subprocessors in accordance with this Paragraph 5. 5.2 Supplier 5.2. Precisely may continue to use those Subprocessors already engaged by Supplier Precisely as at the date of this Data Processing Addendum as listed in the Annex 3 to this Data Processing Addendum, subject to Supplier Precisely meeting within a reasonable timeframe (or having already met) the obligations set out in Paragraph 5.4.‌ 5.3. 5.3 Supplier . Precisely shall give Customer prior written notice of the appointment of any proposed new Subprocessor, including reasonable details of the Processing to be undertaken by the Subprocessor. If, within fourteen five (145) days Business Days of receipt of that notice, Customer notifies Supplier Precisely in writing of any objections (on reasonable grounds) to the proposed appointment, Supplier : (a) Precisely shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, Services which avoids the use of that proposed Subprocessor. If ; and (b) where: (i) such a change cannot be made within fourteen thirty (1430) days Business Days from Supplier Precisely receipt of Customer’s notice, ; (ii) no commercially reasonable change is available, and/or ; and/or (iii) Customer declines to bear the cost of the proposed change, notwithstanding anything in the Agreement, either party Party may by written notice to the other party Party with immediate effect terminate the Agreement either in whole or to the extent that it relates to the Services which require the use of the proposed Subprocessor. 5.4 5.4. With respect to each Subprocessor, Supplier shall Precisely shall:‌ (a) before the Subprocessor first Processes Customer Personal Data (or, as soon as reasonably practicable, in accordance with Paragraph 5.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Customer Personal Data required by this Data Processing Addendum; and (b) ensure that the arrangement between Supplier Precisely and the Subprocessor is governed by a written contract including terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this Data Processing AddendumAddendum (including those set out in Paragraph 4).