Common use of Transborder Data Processing Clause in Contracts

Transborder Data Processing. 8.1 In the case of a transfer of Customer Personal Data to a country not providing an adequate level of protection pursuant to the Data Protection Laws (Non-Adequate Country), the parties shall cooperate to ensure compliance with the applicable Data Protection Laws as set out in the following Sections. If Customer believes the measures set out below are not sufficient to satisfy the legal requirements, Customer shall notify Acoustic and the parties shall work together to find an alternative. 8.2 By entering into the Agreement, Customer is entering into EU Standard Contractual Clauses as set out in the applicable DPA Exhibit (EU SCC) with (i) each Subprocessor listed in the relevant Data Sheet that is an Acoustic affiliate located in a Non-Adequate Country (Acoustic Data Importers) and (ii) Acoustic , if located in a Non-Adequate Country, as follows: a. if Customer is a Controller of all or part of the Customer Personal Data, Customer is entering into the EU SCC in respect to such Customer Personal Data; and b. if Customer is acting as Processor on behalf of other Controllers of all or part of the Customer Personal Data, then Customer is entering into the EU SCC: i. as back-to-back EU SCC in accordance with Clause 11 of the EU Standard Contractual Clauses (Back-to- Back SCC), provided that Customer has entered into separate EU Standard Contractual Clauses with the Controllers; or ii. on behalf of the other Controller(s). Customer agrees in advance that any new Acoustic Data Importer engaged by Acoustic in accordance with Section 7 shall become an additional data importer under the EU SCC and/or Back-to-Back SCC. 8.3 If a Subprocessor located in a Non-Adequate Country is not an Acoustic Data Importer (Third Party Data Importer) and EU SCC are entered into in accordance with Section 8.2, then, Acoustic or an Acoustic Data Importer shall enter into Back-to-Back SCC with such a Third Party Data Importer.. 8.4 If Customer is unable to agree to the EU SCC or Back-to-Back SCC on behalf of another Controller, as set out in section 8.2 and 8.3, Customer will procure the agreement of such other Controller to enter into those agreements directly. Additionally, Customer agrees and, if applicable, procures the agreement of other Controllers that the EU SCC or the Back-to-Back SCC, including any claims arising from them, are subject to the terms set forth in the Agreement, including the exclusions and limitations of liability. In case of conflict, the EU SCC and Back-to-Back SCC shall prevail.

Transborder Data Processing. 8.1 In the case of a transfer of Customer Client Personal Data to a country not providing an adequate level of protection pursuant to the Data Protection Laws (Non-Adequate Country), the parties shall cooperate to ensure compliance with the applicable Data Protection Laws as set out in the following Sections. If Customer Client believes the measures set out below are not sufficient to satisfy the legal requirements, Customer Client shall notify Acoustic IBM and the parties shall work together to find an alternative. 8.2 By entering into the Agreement, Customer Client is entering into EU Standard Contractual Clauses as set out in the applicable DPA Exhibit (EU SCC) with (i) each Subprocessor listed in the relevant Data Sheet respective DPA Exhibit that is an Acoustic IBM affiliate located in a Non-Adequate Country (Acoustic IBM Data Importers) and (ii) Acoustic IBM, if located in a Non-Non- Adequate Country, as follows: a. if Customer Client is a Controller of all or part of the Customer Client Personal Data, Customer Client is entering into the EU SCC in respect to such Customer Client Personal Data; and b. if Customer Client is acting as Processor on behalf of other Controllers of all or part of the Customer Client Personal Data, then Customer Client is entering into the EU SCC: i. (i) as back-to-back EU SCC in accordance with Clause 11 of the EU Standard Contractual Clauses (Back-to- to-Back SCC), provided that Customer Client has entered into separate EU Standard EUStandard Contractual Clauses with the Controllers; or or (ii. ) on behalf of the other Controller(s). Customer Client agrees in advance that any new Acoustic IBM Data Importer engaged by Acoustic IBM in accordance with Section 7 shall become an additional data importer under the EU SCC and/or Back-to-Back SCC. 8.3 If a Subprocessor located in a Non-Adequate Country is not an Acoustic IBM Data Importer (Third Party Data Importer) and EU SCC are entered into in accordance with Section 8.2, then, Acoustic IBM or an Acoustic IBM Data Importer shall enter into Back-to-Back SCC with such a Third Party Data Importer... Otherwise, Client on its own behalf and/or, if required, on behalf of other Controllers shall enter into separate EU Standard Contractual Clauses or Back-to-Back SCC as provided by IBM. 8.4 If Customer Client is unable to agree to the EU SCC or Back-to-Back SCC on behalf of another Controller, as set out in section 8.2 and 8.3, Customer Client will procure the agreement of such other Controller to enter into those agreements directly. Additionally, Customer Client agrees and, if applicable, procures the agreement of other Controllers that the EU SCC or the Back-to-Back SCC, including any claims arising from them, are subject to the terms set forth in the Agreement, including the exclusions and limitations of liability. In case of conflict, the EU SCC and Back-to-Back SCC shall prevail.