Data Processing Agreement

Each referred to individually as a “Party” and collectively as the “Parties”.

The Parties have agreed on the following Contractual Clauses (the Clauses) in order to meet the requirements of the Regulation 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, the "GDPR") and to ensure the protection of the rights of the data subject.

Contents

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1. Data Processing Agreement preamble

2. The rights and obligations of the Data Controller

3. The Data Processor acts according to instructions

4. Confidentiality

5. Security of processing

6. Use of Sub-processors

7. Transfer of data to third countries or international organisations

8. Assistance to the Data Controller

9. Notification of personal data breach

10. Erasure and return of data

11. Audit and inspection

12. Commencement and termination

13. Data Controller and Data Processor contacts/contact points
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Appendicies

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APPENDIX A: Information about the processing

APPENDIX B: Terms of the Data Processor’s use of Sub-processors and list of approved Sub-processors

APPENDIX C: Instruction pertaining to the use of personal data
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1. Data Processing Agreement preamble

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1. This Data Processing Agreement (the "Agreement") sets out the rights and obligations of the Data Controller and the Data Processor when processing personal data on behalf of the Data Controller.
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2. This Agreement has been designed to ensure the Parties’ compliance with Article 28(3) of the GDPR.
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3. The Data Processor’s processing of personal data shall take place for the purposes of fulfilment of the Parties’ “Master Agreement”. For the purposes of this Agreement, the Master Agreement constitutes the definition of “Agreement” as used in our General Terms and Conditions accessible here.
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4. This Agreement shall take priority over any similar provisions contained in other agreements between the Parties, including the Master Agreement.
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5. Three appendices are attached to this Agreement. The Appendices form an integral part of this Agreement.
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6. Appendix A of the Agreement contains details about the processing, including the purpose and nature of the processing, type of personal data, categories of data subject and duration of the processing.
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7. Appendix B of the Agreement contains the Data Controller’s terms and conditions that apply to the Data Processor’s use of Sub-processors and a list of Sub-processors approved by the Data Controller.
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8. Appendix C of the Agreement contains the Data Controller’s instructions with regards to the processing of personal data, the minimum security measures to be implemented by the data processor and how audits of the data processor and any Sub-processors are to be performed.
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9. The Agreement and its associated Appendices shall be retained in writing as well as electronically by both Parties.
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10. This Agreement shall not exempt the Data Processor from obligations to which the Data Processor is subject pursuant to the GDPR or other legislation.*
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2. The rights and obligations of the Data Controller

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1. The Data Controller is responsible for ensuring that the processing of personal data takes place in compliance with the GDPR, the Danish Data Protection Act and this Agreement.
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2. The Data Controller shall, has the right and obligation to make decisions about the purposes and means of the processing of personal data.
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3. The Data Controller shall be responsible for ensuring that the processing of personal data, which the Data Processor is instructed to perform, has a legal basis.
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3. The Data Processor acts according to instructions

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1. The Data Processor shall process personal data only on documented instructions from the Data Controller, unless required to do so by Union or Member State law to which the processor is subject. Such instructions shall be specified in appendices A and C. Subsequent instructions can also be given by the Data Controller throughout the duration of the processing of personal data, but such instructions shall always be documented and kept in writing, including electronically, in connection with the Agreement.
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2. The Data Processor shall immediately inform the Data Controller if instructions in the opinion of the Data Processor contravene the GDPR or data protection provisions contained in other EU or Member State law.
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4. Confidentiality

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1. The Data Processor shall only grant access to the personal data being processed on behalf of the Data Controller to persons under the Data Processor’s authority who have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and only on a need to know basis. The list of persons to whom access has been granted shall be kept under periodic review. On the basis of this review, such access to personal data can be withdrawn, if access is no longer necessary, and personal data shall consequently not be accessible anymore to those persons.
   
2. The Data Processor shall at the request of the Data Controller be able to demonstrate that the employees concerned are subject to the above confidentiality.
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5. Security of processing
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1. Article 32 GDPR stipulates that, 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, the Data Controller and Data Processor shall implement appropriate technical and
   organisational measures to ensure a level of security appropriate to the risk.
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   The Data Controller shall evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. Depending on their relevance, the measures may include the following:

• a. Pseudonymisation and encryption of personal data;
  
• b. the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;
  
• c. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
  
• d. a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

2. According to Article 32 GDPR, the Data Processor shall also – independently from the Data Controller – evaluate the risks to the rights and freedoms of natural persons inherent in the processing and implement measures to mitigate those risks. To this effect, the Data Controller shall provide the Data Processor with all information necessary to identify and evaluate such risks.

3. Furthermore, the Data Processor shall assist the Data Controller in ensuring compliance with the Data Controller’s obligations pursuant to Articles 32 GDPR, such as providing the Data Controller with information concerning the technical and organisational measures already implemented by the data processor pursuant to Article 32 GDPR along with all other information necessary for the Data Controller to comply with the Data Controller’s obligation under Article 32 GDPR.

If subsequently – in the assessment of the Data Controller – mitigation of the identified risks require further measures to be implemented by the Data Processor than those already implemented by the Data Processor pursuant to Article 32 GDPR, the Data Controller shall specify these additional measures to be implemented in Appendix C.
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6. Use of Sub-processors

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1. The Data Processor shall meet the requirements specified in Article 28(2) and (4) of the GDPR in order to engage another processor (Sub-processor).
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2. The Data Processor shall therefore not engage another processor (Sub-processor) for the fulfilment of this Agreement without the prior specific or general written consent of the Data Controller.
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3. In the event of general written consent, the Data Processor shall inform the Data Controller of any planned changes with regard to additions to or replacement of other data processors and thereby give the Data Controller the opportunity to object to such changes.
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4. Where the Data Processor engages a Sub-processor for carrying out specific processing activities on behalf of the Data Controller, the same data protection obligations as set out in the Agreement shall be imposed on that Sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Agreement and the GDPR.
   
   The Data Processor shall therefore be responsible for requiring that the Sub-processor at least complies with the obligations to which the Data Processor is subject pursuant to the Agreement and the GDPR.
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5. A copy of such a Sub-processor agreement and subsequent amendments shall – at the Data Controller’s request – be submitted to the Data Controller, thereby giving the Data Controller the opportunity to ensure that the same data protection obligations as set out in the Agreement are imposed on the Sub-processor. Commercial terms and conditions, such as pricing, that do not affect the legal data protection content of the Sub-processor agreement, shall not require submission to the Data Controller.
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6. The Data Processor shall in his agreement with the Sub-processor include the Data Controller as a third party in the event of the bankruptcy of the Data Processor to enable the Data Controller to assume the Data Processor’s rights and invoke these as regards the Sub-processor, e.g. so that the Data Controller is able to instruct the Sub-processor to perform the erasure or return of data.
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7. If the Sub-processor does not fulfil his data protection obligations, the Data Processor shall remain fully liable to the Data Controller as regards the fulfilment of the obligations of the Sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular, those foreseen in Articles 79 and 82 GDPR – against the Data Controller and the Data Processor, including the Sub-processor.
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7. Transfer of data to third countries or international organisations
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1. The Data Processor shall solely be permitted to process personal data on documented instructions from the Data Controller, including as regards transfer (assignment, disclosure and internal use) of personal data to third countries or international organisations, unless processing is required under EU or Member State law to which the Data Processor is subject; in such a case, the Data Processor shall inform the Data Controller of that legal requirement prior to processing unless that law prohibits such information on important grounds of public interest, cf. Article 28(3)(a).
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2. Without the approval of the Data Controller, the Data Processor, therefore, cannot – within the framework of this Agreement:
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   a. transfer personal data to a data controller or a data processor in a third country or in an international organization
   b. transfer the processing of personal data to a Sub-processor in a third country
   c. have the personal data processed in by the data processor in a third country
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3. The Data Controller’s approval of the transfer of personal data to a third country, if applicable, shall be set out in Appendix C to this Agreement.
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8. Assistance to the Data Controller
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1. Taking into account the nature of the processing, the Data Processor shall assist the Data Controller by appropriate technical and organisational measures, insofar as this is possible, in the fulfilment of the Data Controller’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR.
   
   This entails that the Data Processor should as far as possible assist the Data Controller in the Data Controller’s compliance with:

• a. the right to be informed when collecting personal data from the data subject
• b. the right to be informed when personal data have not been obtained from the data subject
• c. the right of access by the data subject
• d. the right to rectification
• e. the right to erasure (‘the right to be forgotten’)
• f. the right to restriction of processing
• g. notification obligation regarding rectification or erasure of personal data or restriction of processing
• h. the right to data portability
• i. the right to object
• j. the right not to be subject to a decision based solely on automated processing, including profiling
  

2. The Data Processor shall assist the Data Controller in ensuring compliance with the Data Controller’s obligations pursuant to Articles 32-36 of the GDPR taking into account the nature of the processing and the data made available to the Data Processor, cf. Article 28(3)(f).

This entails that the Data Processor should, taking into account the nature of the processing, as far as possible assist the Data Controller in the Data Controller’s compliance with:

a. the obligation to implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk associated with the processing;
b. the obligation to report personal data breaches to the supervisory authority (Danish Data Protection Agency) without undue delay and, where feasible, not later than 72 hours of the Data Controller discovering such breach unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons;

c. the Data Controller’s obligation to without undue delay communicate the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons;

d. the obligation to carry out a data protection impact assessment if a type of processing is likely to result in a high risk to the rights and freedoms of natural persons

e. the Data Controller's obligation to consult with the supervisory authority (Danish Data Protection Agency) prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the Data Controller to mitigate the risk.
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9. Notification of personal data breach

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1. In case of any personal data breach, the Data Processor shall, without undue delay after having become aware of it, notify the Data Controller of the personal data breach.
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2. The Data Processor’s notification to the Data Controller shall, if possible, take place within 72 hours after the Data Processor has discovered the breach to enable the Data Controller to comply with his obligation, if applicable, to report the breach to the supervisory authority within 72 hours cf. Article 33 GDPR.
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3. According to Clause 9(2)(b) of this Agreement, the Data Processor shall – taking into account the nature of the processing and the data available – assist the Data Controller in the reporting of the breach to the supervisory authority.
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   This may mean that the Data Processor is required to assist in obtaining the information listed below which, pursuant to Article 33(3) of the GDPR, shall be stated in the Data Controller’s report to the supervisory authority:
   
   a. The nature of the personal data breach, including, if possible, the categories and the approximate number of affected data subjects and the categories and the approximate number of affected personal data records concerned;
   
   b. the likely consequences of the personal data breach;
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   c. the measures taken or proposed to be taken by the Data Controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.
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10. Erasure and return of data
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1. On termination of the processing services, the Data Processor shall be under obligation, at the Data Controller’s discretion, to erase or return all the personal data to the Data Controller and to erase existing copies unless EU law or Member State law requires storage of the personal data.
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11. Audit and Inspection
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1. The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with Article 28 of the GDPR and this Agreement, and allow for and contribute to audits, including inspections performed by the Data Controller or another auditor mandated by the Data Controller.
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2. The procedures applicable to the Data Controller’s inspection of the Data Processor are specified in Appendix C to this Agreement.
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3. The Data Controller’s inspection of Sub-processors, if applicable, shall, as a rule, be performed through the Data Processor. The procedures for such inspection are specified in Appendix C to this Agreement.
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4. The Data Processor shall be required to provide the supervisory authorities, which pursuant to applicable legislation have access to the Data Controller’s and Data Processor’s facilities, or representatives acting on behalf of such supervisory authorities, with access to the Data Processor’s physical facilities on presentation of appropriate identification.
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12. Commencement and termination
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1. This Agreement shall become effective on the date of both Parties’ signature to the Agreement.
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2. Both Parties shall be entitled to require this Agreement renegotiated if changes to the law or inexpediency of the provisions contained herein should give rise to such renegotiation.
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3. This Agreement may be terminated according to the terms and conditions of termination, incl. notice of termination, specified in the Master Agreement.
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4. This Agreement shall apply as long as the processing is performed. Irrespective of the termination of the Master Agreement and/or this Agreement, the Agreement shall remain in force until the termination of the processing and the erasure of the data by the Data Processor and any Sub-processors.
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13. Data Controller and Data Processor contacts/contact points
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1. The Parties may contact each other using the following contacts/contact points:
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2. The Parties shall be under obligation continuously to inform each other of changes to contacts/contact points.
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Data Processor:

Name: Jaroslaw Owczarek

Position: Chief Product Officer

Telephone number: +45 50 25 09 10

E-mail: jo@contractbook.dk

Data Controller:

Name:

Position:

Telephone number:

E-mail:

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APPENDIX A: Information about the processing
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A.1. The purpose of the Data Processor’s processing of personal data on behalf of the Data Controller is:

• to deliver the services offered by Contractbook through its contract lifecycle management platform, and /or as described in the relevant Order Form;
• to improve internal workflows by automation and better overview of the Data Controller's legal documents;
• to use the Contractbook platform so that the Data Controller and its collaborators and recipients can draft, negotiate, sign and post-manage contracts on the Contractbook platform.

The Data Controller also has the option to utilize the Gmail Importer as a service offered by Contractbook. Upon your use of The Gmail Importer the following applies: Contractbook's use of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
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A.2. The Data Processor’s processing of personal data on behalf of the Data Controller shall mainly pertain to (the nature of the processing):

• That the Data Processor processes personal data on behalf of the Data Controller in order to achieve what is described in A.1. Such processing includes ;
• processing of personal data to assist the Data Controller with their contract lifecycles.
• processing of personal data to draft, negotiate, sign and post-manage contracts on the Contractbook platform.
• processing personal data to ensure the validity of a contract and its signature, and;
• processing personal data in order to ensure the validity of a contract and its signature even where a user leaves the Contractbook platform.
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A.3. The processing includes the following types of personal data about data subjects:

• Mandatory User Information: The Data Processor collects and stores email, name and telephone number of the Data Controller in order to identify users, secure the validity of contracts and offer our digital signature with two-step verification.
• Optional User Information: The Data Controller is able to inform address, national ID and job position if they prefer to have this information automatically filled in when creating new templates.
• Non-personal Information: The Data Processor collects and stores information such as: region, time zone, referrer of operational system in order to optimize the user experience and fix errors.
• The Content: The Data Processor processes information relating to comments, negotiations, and tasks made to and by users, collaborators and recipients of drafts and contracts.
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A.4. Processing includes the following categories of data subjects:

• The Data Controller and everyone who receives contracts or drafts from the Data Controller. For example employees, suppliers, lawyers or accountants.

APPENDIX B: Terms of the Data Processor’s use of Sub-processors and list of approved Sub-processors
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B.1. Terms of the Data Processor’s use of Sub-processors:

• The Data Processor has the Data Controller’s general consent for the engagement of Sub-processors. The Data Processor shall, however, inform the Data Controller of any planned changes with regard to additions to or replacement of other data processors and thereby give the Data Controller the opportunity to object to such changes. Such notification shall be submitted to the Data Controller a minimum of 30 days prior to the engagement of Sub-processors or amendments coming into force. If the Data Controller should object to the changes, the Data Controller must notify the Data Processor of this within 10 days of receipt of the notification in writing. The Data Controller shall only object if the Data Controller has reasonable and specific grounds for such refusal. Notification is sent by email to legal@contractbook.com.
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B.2. Approved Sub-processors

APPENDIX C: Instruction pertaining to the use of personal data
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C.1. The subject of/instruction for the processing

The Data Processor’s processing of personal data on behalf of the Data Controller shall be carried out by the Data Processor performing the following:

• The Data Processor facilitates a contract management platform where the Data Controller is able to manage legal documents.
• The Data Processor is processing the personal data on the instruction of the Data Controller in order to manage and send out contracts to the recipients of those contracts and any actions relating to process of forming that contract such as comments and tasks, and;
• The Data Processor is processing the personal data on behalf of the Data Controller in order to manage and send out contracts to the recipients of contracts sent by Contractbook itself.
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C.2. Security of processing

• The level of security shall reflect that the Data Controller uses the Platform to store and manage confidential legal documents.
• The Data Processor shall hereafter be entitled and under obligation to make decisions about the technical and organisational security measures that are to be applied to create the necessary (and agreed) level of data security.
• The Data Processor shall, however – in any event and at a minimum – implement the following measures that have been agreed with the Data Controller (on the basis of the risk assessment that the Data Controller has performed):

1. Employees of the Data Processor are obliged to secrecy by a Non-Disclosure Agreement.
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2. Passwords and verification tokens are stored encrypted using modern solutions including the crypt key derivation function.
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3. The Data Processor does not store plain data on the Platform but uses cryptographic one-way hash functions.
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4. Functions in the Platform are activated an authenticated with a two-step verification with unique keys and secure one- time passwords.
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5. The Data Processor is obliged to analyze and evaluate the efficiency of the technical and organizational security measures once a year.
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6. All personal data is transmitted via the safest SSL-Connection which prevents from stealing users' credentials and man-in-the-middle attacks where attacker can sniff all the data that is being sent. The Data Processor is obliged to comply with the 12 PCI-DSS security demands.
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7. The Data Processor stores the Platform at Amazon AWS-servers, which has ISO 9001, ISO 27001, ISO 27017 and ISO 27018-certificates.

C.3. Assistance to the Data Controller

The Data Processor shall insofar as this is possible – within the scope and the extent of the assistance specified below – assist the Data Controller in accordance with Clause 8.1. and 8.2. by implementing the following technical and organisational measures:

• The Data Processor warrants and undertakes in respect of all personal data that it processes on behalf of the Data Controller that, at all times, it maintains and shall continue to maintain appropriate and sufficient technical and organizational security measures to protect the personal data or information against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
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• Such measures shall include, but are not limited to, physical access control, logical access control (i.e. non-physical access control measures such as management of passwords), data access control, data transfer control, availability measures, and data separation.
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• The Data Processor shall provide the Data Controller, upon request, with adequate proof of compliance (e.g. internal policies and agreements where appropriate and proportionate).

C.4. Storage period/erasure procedures

• Personal data is stored with the Data Processor until the Data Controller requests that the data is erased or returned. Even if the Data Controller requests deletion of personal information, it could continue to be stored on the Platform, if a counterpart in contracts where the Data Controller is a party wishes to continue to store their contracts on the Platform, and if there are no legal reasons to hinder it. Transfer of data between two parties is not a matter for the Data Processor. Information about user behaviour will be deleted once a year. The Data Processor may store and process personal information in up to five years if required by EU- or Member State Law (fx. for tax regulation purposes).

C.5. Instruction for or approval of the transfer of personal data to third countries

• The Data Processor has the Data Controller’s general consent for the engagement of Sub-processors in third countries but only if the Sub-processor is bound by Binding Corporate Rules (BCRs) when such is applicable to the sub-processor, or EU's Standard Contractual Clause (SCCs), and where applicable additional safeguards ensuring to protect personal data.
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• Furthermore, the general approval procedure for Sub-processors as described in B.1. must be followed by the Data Processor.
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• Sub-processors in third countries only process data in compliance with BCRs or SCCs for data transfers between EU and non-EU countries. They are formed to guarantee that transfer of data according to Chapter 4, Article 46 in the General Data Protection Regulation. All contracts or legal documents on the Platform are stored on EU-based servers.
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C.6. Procedures for the Data Controller’s inspection of the processing being performed by the Data Processor

• The Data Controller is allowed to inspect the Data Processor’s data processing once a year if the Data Controller considers it necessary. The Data Controller’s costs, if applicable, relating to physical inspection shall be defrayed by the Data Controller.
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• The Data Processor shall, however, be under obligation to set aside the resources (mainly time) required for the Data Controller to be able to perform the inspection. The Data Controller must send a detailed audit plan with descriptions of the scope, duration and start date at least 4 weeks prior to the proposed start date when requesting an audit.
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• The Parties agree that an external third-party is to conduct the audit. A copy of the audit shall be given to the Data Processor after such audit has taken place, and that such audits are confidential.
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• Audits must take place during normal office hours on the relevant facility in accordance with the Data Processor policies and may not unreasonably interfere with the Data Processor's usual commercial activities.

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