Common use of Transfer Mechanism Clause in Contracts

Transfer Mechanism. To the extent the transfer of Customer Data from Customer to Lattice is a Restricted Transfer and Data Protection Laws applicable to Europe require that appropriate safeguards are put in place, such transfer shall be governed by the Standard Contractual Clauses, which shall be incorporated by reference into and form an integral part of this DPA, as follows: (a) In connection with an EEA Restricted Transfer: (i) Module Two (controller to processor transfers) shall apply and all other modules are deleted; (ii) in Clause 7, the optional docking clause will apply; (ii) in Clause 9 of Module Two, Option 2 will apply and the time period for prior notice of Sub-processor changes is identified in Section 3.2 of this DPA; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by Irish law; (v) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (vi) Annex I shall be deemed completed with the information set out in Schedule A (Description of Processing/ Transfer) of this DPA; and (vii) Annex II shall be deemed completed with the information set out in Schedule B (Security Measures) (as applicable) of this DPA. (b) In connection with a UK Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9.4(a) above, but as modified and interpreted by the Part 2: Mandatory Clauses of the UK Addendum, which shall be incorporated into and form an integral part of this DPA. Any conflict between the terms of the Standard Contractual Clauses and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Schedule A and Schedule B of this DPA and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party". (c) In connection with a Swiss Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9.4(a) above, but with the following modifications: (i) any references in the Standard Contractual Clauses to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA and the equivalent articles or sections therein; (ii) any references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be;

Transfer Mechanism. To the extent The parties agree that when the transfer of Customer Data from Customer Client to Lattice Anaplan is a Restricted Transfer and Data Protection Laws applicable to Europe require that appropriate safeguards are put in place, such transfer it shall be governed by subject to the appropriate Standard Contractual Clauses, Clauses which shall be deemed incorporated by reference into and form an integral part of this DPA, as follows: (a) In connection with an EEA Restricted Transfer: in relation to data that is protected by the EU GDPR, the EU Standard Contractual Clauses will apply as follows: (i) Module Two (controller Controller to processor transfersProcessor) or Module Three (Processor to Processor) shall apply and all other modules are deleted; (as applicable); (ii) in Clause 7, the optional docking clause will shall apply; ; (iiiii) in Clause 9 of Module Two9, Option 2 will apply shall apply, and the time period for prior notice of Sub-processor changes is identified in Section 3.2 of this DPA; shall be ten (iii10) days; (iv) in Clause 11, the optional language will shall not apply; ; (ivv) in Clause 17, Option 1 will shall apply, and the Standard Contractual Clauses EU SCCs will be governed by Irish law; the law of Netherlands; (vvi) in Clause 18(b), disputes shall be resolved before the courts of Ireland; Netherlands; (vivii) Annex the provisions of Schedule I shall will be deemed completed with the information to be set out in Annex I to the EU SCCs; (viii) the provisions of Schedule A II (Description of Processing/ TransferTechnical and organisational security measures) of to this DPA; and (vii) Annex II shall DPA will be deemed completed with the information to be set out in Annex II to the EU SCCs; (ix) the provisions of Schedule B III (Security MeasuresList of Sub-Processors) (as applicable) of to this DPA.DPA will be deemed to be set out in Annex III to the EU SCCs; and (b) In connection in relation to data that is protected by the FADP, the EU Standard Contractual Clauses will apply as follows: (i) the EU SCCs, completed as set out above in Section 7(a) of this DPA shall apply accordingly as applicable, subject to sub-clause (ii) below; (ii) the term ’Member State’ in the EU SCCs must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with a UK Restricted TransferClause 18 (c) of these EU SCCs; (iii) references to "EU", "Union", "Member State" and "Member State law" shall be replaced with references to "Switzerland", or "FADP" (as applicable) (iv) references to the "Regulation (EU) 2016/679" are to be understood as references to the FADP, insofar as the data transfers underlying these EU SCCs are subject to the FADP; (v) the provisions of the EU SCCs and all annexes also protect the data of legal entities to the extent that these provisions are applicable to them under the FADP; (vi) references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland"; (vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and (viii) in Clause 18(b), disputes shall be resolved before the applicable courts of Switzerland. (c) in relation to data that is protected by the UK GDPR, the EU SCCs will apply as follows: (i) apply as completed in accordance with Section 9.4(aparagraph 7(a) above, but ; and (ii) be deemed amended as modified and interpreted specified by the Part 2: Mandatory Clauses 2 of the UK Addendum, which shall be deemed incorporated into and form an integral part of this DPA. Any conflict between the terms of the Standard Contractual Clauses and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Schedule A I and Schedule B II of this DPA and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party". (c) In connection with a Swiss Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9.4(a) above, but with the following modifications: (i) any references in the Standard Contractual Clauses to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA and the equivalent articles or sections therein; (ii) any references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be;

Transfer Mechanism. To the extent the transfer of Customer Data from Customer to Lattice is a Restricted Transfer and Data Protection Laws applicable to Europe require that appropriate safeguards are put in place, such transfer shall be governed by the Standard Contractual Clauses, which shall be incorporated by reference into and form an integral part of this DPA, as follows: (a) In connection with an EEA Restricted Transfer: (i) Module Two (controller to processor transfers) shall apply and all other modules are deleted; (ii) in Clause 7, the optional docking clause will apply; (ii) in Clause 9 of Module Two, Option 2 will apply and the time period for prior notice of Sub-processor changes is identified in Section 3.2 of this DPA; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by Irish law; (v) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (vi) Annex I shall be deemed completed with the information set out in Schedule A (Description of Processing/ Transfer) of this DPA; and (vii) Annex II shall be deemed completed with the information set out in Schedule B (Security Measures) (as applicable) of this DPA. (b) In connection with a UK Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9.4(a9.5(a) above, but as modified and interpreted by the Part 2: Mandatory Clauses of the UK Addendum, which shall be incorporated into and form an integral part of this DPA. Any conflict between the terms of the Standard Contractual Clauses and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Schedule A and Schedule B of this DPA and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party". (c) In connection with a Swiss Restricted Transfer, the Standard Contractual Clauses shall apply in accordance with Section 9.4(a9.5(A) above, but with the following modifications: (i) any references in the Standard Contractual Clauses to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA and the equivalent articles or sections therein; (ii) any references to "EU", "Union", "Member State" and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be;; (iii) any references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the relevant data protection authority and courts in Switzerland; and (iv) the Standard Contractual Clauses shall be governed by the laws of Switzerland and disputes shall be resolved before the competent Swiss courts. (d) The rights and obligations afforded by Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this DPA) the Standard Contractual Clauses shall prevail to the extent of such conflict.