DATA PROCESSING AGREEMENT

The Parties have entered into Terms and Conditions of Service set-out in a separate agreement (the “Agreement” or “Terms and Conditions of Service”) which requires that Xperi, Inc. its affiliates and subsidiaries (collectively “Xperi”) to access and Process (as defined below) Personal Data. This Data Processing Agreement (the “DPA”) and its Appendices specify the obligations of the Parties relating to the Processing of Personal Data pursuant to the Agreement. Details of the Processing of Personal Data are included in the Agreement. The DPA and the Appendices to the DPA are expressly incorporated into the Agreement. Unless defined elsewhere, terms are defined at Section 15 of this DPA.

  1. Responsibilities and Obligations
    • The Parties agree that, for the Processing of Personal Data by Xperi for the other party of the Agreement (“Company”), Company shall be the Data Controller and Xperi to the Agreement shall be the Data Processor.
    • Xperi shall Process Personal Data only on behalf of Company and at all times in accordance with this DPA, including the Appendices, the Agreement and in compliance with applicable Data Protection Laws.
    • Within the scope of the Agreement, each Party shall be responsible for complying with its respective obligations under the Data Protection Laws.
    • Where the CCPA applies to the Processing of Personal Data, Xperi will act as Company’s Service Provider and Contractor (as defined in the CCPA). As such, Xperi will only retain, use or disclose Personal Data of Data Subjects (i) for a Business Purpose (as defined in the CCPA) on behalf of Xperi and the specific purpose of performing Services under the Agreement; or (ii) as otherwise permitted for service providers under the CCPA.  Xperi agrees that: (i) it shall not sell or share Personal Data as the CCPA defines “sell” and “share”; (ii) it shall not retain, use or disclose Personal Data for any commercial purpose, other than providing the Services specified in the Agreement or as otherwise permitted for service providers under the CCPA, and as set-out in the Terms and Conditions of Service; (iii) it shall not retain, use or disclose Personal Data outside the direct business relationship between Company and Xperi, such as by combining or updating Personal Data collected pursuant to the Agreement with Personal Data received from another source, unless expressly permitted by the CCPA; and (iv) it shall comply with all applicable sections of the CCPA, including providing the same level of privacy protection to Personal Data as required of businesses by the CCPA.  Xperi further confirms that it understands the requirements in this DPA, including in this subsection, and will comply with the requirements.
    • The Parties agree that the disclosing, disseminating, making available, transferring or sharing of any Personal Data under this DPA for the performance of the Services is not a “Sale” of such Personal Data under the CCPA (or any other applicable Data Protection Laws). Xperi acknowledges and confirms that it does not receive any Personal Data as consideration for any services or other items that Company provides to Xperi.
  2. Processing Instructions
    • Xperi will Process Personal Data in accordance with Company’s written instructions. This DPA along with the applicable Agreement, contains Company’s written instructions to Xperi. The Parties agree that Company may communicate any change in these initial written instructions to Xperi by way of written notification to Xperi. For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g. because a new processing purpose is introduced, Company would be required to secure any legal bases and applicable consents) will require a prior agreement between the Parties and, where applicable, shall be subject to any contractual variation procedure under the Agreement.
    • Where instructed by Company, Xperi shall promptly correct, delete or restrict the Processing of Personal Data.
    • Xperi shall inform Company in writing if, in Xperi’s opinion, a Processing Instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing. The Parties shall reasonably co-operate to resolve such concerns.
  3. Xperi Personnel
    • Xperi will ensure that only those personnel whom it has authorised to do so will have access to the Personal Data and shall prohibit its personnel from Processing Personal Data without such authorization. Xperi will ensure that its personnel have committed themselves to obligations of confidentiality to protect the Personal Data both during the term of engagement and after the engagement ends with such personnel.  Xperi shall ensure that any personnel who have access to Personal Data are reliable (by undertaking background screening assessments prior to being assigned to Process the Personal Data) and have undergone appropriate training to ensure that they understand their data protection responsibilities with respect such Personal Data that they Process for Company.
  4. Disclosure to Third-Parties and Data Subject Rights
    • To the extent legally permissible, Xperi will not disclose Personal Data to any third-party (including any government agency, court, or law enforcement) except with written consent from Company or as necessary to comply with applicable mandatory laws. To the extent legally permissible, if Xperi is obligated to disclose Personal Data to a law enforcement agency or third-party, Xperi shall give Company prompt notice of the access request prior to granting such access, and allow Company the opportunity to seek a protective order or other appropriate remedy if it so chooses. If such notice is legally prohibited, Xperi will take reasonable measures to minimise the nature and extent of the Personal Data so disclosed as if it were Xperi’s own confidential information being requested and shall inform Company as soon as possible if and when such legal prohibition ceases to apply.
    • With respect to any request or communication from a Data Subject which relates to the Processing of Personal Data under any Data Protection Law (“Request”), Xperi shall provide Company with reasonable cooperation, information and assistance (“Assistance”) in relation to any such Request where instructed by Company.
    • Where Xperi receives a Request, Xperi shall (i) not directly respond to such Request, (ii) promptly notify Company with a copy of the Request and (iii) provide Assistance according to further instructions from Company.
    • To the extent necessary, Xperi will provide Assistance to Company to enable it to comply with its obligations to Data Subjects of providing access to Personal Data, deletion, restriction and/or rectification of Personal Data under the Data Protection Laws and, if required by Company, to return or delete all copies of the Personal Data promptly on request.
  5. Technical and Organizational Security Measures
    • In accordance with 5.2, Xperi shall implement and maintain appropriate technical and organizational security measures (“TOMs”) designed to ensure that Personal Data is Processed in accordance with this DPA and to protect Personal Data against any attempted or actual Personal Data Breach.
    • Xperi shall have certifications in place of TOMs.
    • Xperi shall assess and evaluate the effectiveness of TOMs on an ongoing basis. Xperi shall continuously enhance and improve TOMs.  In the event that Xperi degrades the TOMs, the Parties will work together to come to a solution for the Processing.
  6. Assistance with Data Protection Impact Assessment
    • Where a Data Protection Impact Assessment (“DPIA”) is required under applicable Data Protection Laws for the Processing of Personal Data, Xperi shall provide upon request to Company any information and Assistance reasonably required for the DPIA and Assistance for any communication with data protection authorities, where required, unless the requested information or Assistance is not pertaining to Company’s obligations under this DPA.
  7. Compliance Information Rights and Audit
    • Xperi shall make available to Company upon Company’s request all information and Assistance reasonably required to demonstrate compliance with the obligations in this DPA. Xperi will notify Company without undue delay, and in any case no later than 10 business days, after it makes a determination that it can no longer meet its obligations under Data Protection Laws.
    • Xperi shall, upon reasonable notice, allow for and contribute to inspections of Xperi’s Processing of Personal Data (limited to security questionnaires and the policies, procedures and records), during regular business hours and without unreasonably interrupting Company’s business operations. Such inspections are conducted by Company, its affiliates and subsidiaries or an independent third-party on Company’s behalf (which will not be a competitor of the Xperi) that is subject to reasonable confidentiality obligations. Information gathered from such inspections of Xperi shall be considered confidential and proprietary documentation of Xperi.
    • Xperi will promptly refer to Company any requests received from data protection authorities or other regulators that relate to the Xperi’s Processing of Personal Data. Xperi shall cooperate and provide Assistance promptly with Company in its dealings with such data protection authorities or regulators and with any audit requests received from national data protection authorities. Xperi shall be entitled to disclose this DPA or any other documents that relate to the performance of its obligations under this DPA.
  8. Personal Data Breach Notification

With respect to any reasonably suspected or actual Personal Data Breach, Xperi shall:

  • notify Company of a Personal Data Breach involving Xperi or a Subcontractor without undue delay (and using reasonable endeavours to do so within 48 hours after becoming aware of the Personal Data Breach);
  • provide reasonable information, cooperation and Assistance to Company in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities;
  • not notify any Data Subjects, national data protection authorities or any other authorities or third-parties.
  1. Subcontracting
    • Where Xperi subcontracts its obligations and rights under this DPA it shall do so only by way of a binding written contract with the Subcontractor which imposes the same Processing and confidentiality obligations, especially with regard to instructions and TOMs, on the Subcontractor as are imposed on Xperi under this DPA.
    • Xperi shall remain fully liable to Company for the performance of the Subcontractor’s obligations with respect to its Processing of Personal Data.
  2. International Data Transfers and Risk Assessments
    • The Personal Data shall be Processed by Xperi and any authorised Subcontractor in a member state of the European Union, the United Kingdom or in another signatory state of the European Economic Area Agreement and Switzerland (the “European Countries”) without restriction (subject to the United Kingdom and Switzerland retaining their adequacy under applicable European Commission decisions).
    • Where Xperi and any authorised Subcontractor Processes the Personal Data in the United States or any other country which is not an European Country, the following applies unless explicitly agreed otherwise by the Parties in writing:

(a)      the Standard Contractual Clauses will apply to Personal Data transferred or made accessible by an Xperi affiliate or subsidiary in a European Country (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Exporter”) or Personal Data that is otherwise restricted from Processing outside the European Countries by the Data Protection Laws and that is Processed by Company (who, for the purposes of the Standard Contractual Clauses shall be deemed the “Data Importer”) or by Company’s Subcontractor outside the European Countries; the details for such Standard Contractual Clauses approved by the European Commission and the UK Addendum to such Standard Contractual Clauses are set-out at Appendix 2 of this DPA;

(b)     If applicable, the Parties shall execute any other data transfer agreement applicable to the Processing of the Personal Data by the Company or its Subcontractor in any particular jurisdiction;

(c)      if and as long as the country where Personal Data is transferred to a country which is subject to an adequacy decision according to Article 45 (3) GDPR (or equivalent process under the Data Protection Laws), the Standard Contractual Clauses are required. If the adequacy decision is repealed or suspended, Section 10.2(a) and (b) of this DPA shall automatically apply; and

(d)     Xperi shall undertake such reasonably required risk assessments and implement safeguards and additional measures, to determine Xperi’s risks of being unable to comply with the terms of such Standard Contractual Clauses or equivalent data transfer agreements or arrangements.

  1. Term and Termination
    • This DPA becomes effective upon signature of the Agreement or, if subsequent to the Agreement being signed, on signature of this DPA, as applicable. The Parties agree to the execution by electronic signature. This DPA terminates when the Agreement is terminated, save that the Xperi’s Processing obligations under this DPA shall continue to apply for so long as it has access to the Personal Data, notwithstanding the termination of the DPA.
    • Company may terminate the DPA, the Agreement or any other agreement referred to in an Appendix for cause, at any time upon reasonable notice, if the Xperi is in material breach of the terms of this DPA and in accordance with the process specified in the Agreement.
  2. Deletion or Return of Personal Data
    • Xperi shall without undue delay securely delete or return all the Personal Data: (i) at any time at the written request of Xperi; or (ii) after the end of the provision of the relevant services related to the Processing and at the end of the backup retention schedule (unless storage of any data is required by applicable mandatory law and, if so, shall inform Xperi of any such requirement prior to Processing).
  3. Miscellaneous
    • In case of any conflict, the order of precedence is: (a) the SCCs incorporated by reference at Appendix 2; (ii) this DPA; and (iii) the Agreement.
    • No Party shall receive any remuneration for performing its obligations under this DPA except as explicitly set-out herein or in another agreement.
    • Where this DPA requires a “written notice” such notice can also be communicated per email to the other Party. Notices shall be sent to the contact persons set-out in the Terms and Conditions of Service.
    • Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties.
    • Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this agreement.
    • This DPA shall be governed by California law with respect to disputes under any US law and Irish law with respect to disputes under any EU law and English law with respect to an disputes under UK law. The place of jurisdiction shall be the courts of the State of California with respect to claims in the US and Ireland with respect to claims brought in the EU and England with respect to claims brought in the UK.
  4. Definitions

In this DPA, the following terms (whether capitalized or not) shall have the following meanings, unless the context implies otherwise:

  • “Data Breach” or “Personal Data Breach” means any accidental or unlawful destruction of, loss, alteration, destruction, disclosure, access or corruption of Personal Data.
  • “Data Controller” means the organization which determines the purposes and means of processing Personal Data (as applicable).
  • “Data Exporter” means the organization sending or making available Personal Data to a Data Importer.
  • “Data Processor” means the organization who processes Personal Data on behalf of a Data Controller.
  • “Data Protection Laws” shall mean the data protection laws of the country in which Xperi is established (including the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100, et seq. and all implementing regulations thereunder, as amended from time to time) (“CCPA”) and the GDPR) and any other data protection, data security and privacy laws applicable to Xperi and/or Company in connection with Processing of Personal Data under this DPA and the Agreement.
  • “Data Subject” means an identified or identifiable natural person who is the subject of Personal Data.
  • “GDPR” shall mean the Regulation (EU) 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 and includes the UK implementation of Regulation (EU) 2016/679 under section 3 of the UK European Union (Withdrawal) Act 2018.
  • “Personal Data” shall mean any information relating to an identified or identifiable natural person or is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a household, provided by or on behalf of Company to Xperi.
  • “Processing” means any operation which is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of Personal Data (and “Process” shall be construed accordingly).
  • “Services” means the services provided by Xperi to the Company as set-out in the Agreement.
  • “Standard Contractual Clauses” or “Approved EU SCCs” mean the standard contractual clauses for the transfer of Personal Data from a Data Controller in the European Economic Area to Processors established in third countries approved in the European Commission Implementing Decision dated 4 June 2021[1] in the form expressly incorporated into this DPA, as amended by incorporating the description of the Personal Data to be transferred as set-out in the Terms and Conditions of Service and the technical and organizational measures to be implemented as set-out in Appendix 1 with details set-out in Parts A and B of Appendix 1.
  • “Subcontractor” means an approved Subprocessor engaged by Xperi who is listed in the Terms and Conditions of Service or otherwise approved by Company.
  • “Subprocessor” means a Data Processor engaged by another Data Processor to Process the Personal Data.
  • “UK Addendum” means the mandatory clauses approved by the UK’s Information Commissioner’s Office to give effect to the Standard Contractual Clauses as set-out in Part C of Appendix 2

 

The Parties’ authorized signatories have duly executed this Agreement:

 

Xperi Inc.:

 

 

 

By:                                                             

Name:

 

Title:

 

Effective Date:

 

 On behalf of Company:

 

 

 

By:                                                                     

Name:

 

Title:

 

Date:

 

APPENDIX 1

Technical and Organizational Measures

 

 

Xperi certifies to the following industry standards:

 

  1. TISAX Certification
  2. ISO 9001 Project Specific Certification

 

Xperi also adheres to NIST 800-53 frameworks.

 

Xperi incorporated a security framework that adheres to ISO 27001 and 27000

 

 

 

 

APPENDIX 2

Part A – EU Standard Contractual Clauses (Module 2 Controller-Processor)

Clause 7: Included

Clause 13: The supervisory authority named at Annex I.C, shall act as competent supervisory authority.

Clause 17: The law of Ireland (choice of law).

Clause 18: The courts of Ireland (choice of forum and jurisdiction).

ANNEX I

  1. LIST OF PARTIES

See Parties listed in the DPA.

  1. DESCRIPTION OF TRANSFER

See the Terms and Conditions of Service.

  1. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Xperi’s competent supervisory authority is the Irish Data Protection Commission.

ANNEX II

Technical and organizational security measures

See Appendix 1 of the DPA.

 

Part B – EU Standard Contractual Clauses (Module 3 Processor-Processor)

Clause 7: Included

Clause 9(a): Option 1 (prior written authorization to use sub-processors).

Clause 11: Omit the option (redress).

Clause 13: The supervisory authority named at Annex I.C, shall act as competent supervisory authority.

Clause 17: The law of Ireland (governing law).

Clause 18: The courts of Ireland (choice of forum and jurisdiction).

 

 

 

 

ANNEX I

  1. LIST OF PARTIES

See Parties listed in the DPA.

  1. DESCRIPTION OF TRANSFER

See the Terms and Conditions of Service.

  1. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Xperi’s supervisory authority is the Irish Data Protection Commission.

ANNEX II

Technical and organizational security measures

See Appendix 2 of the DPA.

Part C – UK Addendum to the Standard Contractual Clauses

Table 1: Parties

Start date See the Terms and Conditions of Service
The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer)
Parties’ details See the Terms and Conditions of Service See the Terms and Conditions of Service
Key Contact See the Terms and Conditions of Service See the Terms and Conditions of Service
Signature (if required for the purposes of Section ‎2)    

Table 2: Selected Standard Contractual Clauses, Modules and Selected Clauses

Addendum EU SCCs  The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date:       

Reference (if any):       

Other identifier (if any):       

Or

X the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:
Module Module in operation Clause 7 (Docking Clause) Clause 11
(Option)		 Clause 9a (Prior Authorisation or General Authorisation) Clause 9a (Time period) Is personal data received from the Importer combined with personal data collected by the Exporter?
1            
2 X X   Prior authorisation   No
3 X X   Prior authorisation   No
4            

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: See the Terms and Conditions of Service
Annex 1B: Description of Transfer: See the Terms and Conditions of Service
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Appendix 1 of the DPA
Annex III: List of Sub processors (Modules 2 and 3 only): See the Terms and Conditions of Service

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes Which Parties may end this Addendum as set out in Section ‎19:

X Importer

X Exporter

 neither Party

 

Mandatory Clauses

Entering into this Addendum

  1. Each Party agrees to be bound by the terms and conditions set-out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
  2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set-out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

  1. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

“Addendum” or “UK Addendum” means this International Data Transfer Addendum which is made up of this UK Addendum incorporating the Addendum EU SCCs.

“Addendum EU SCCs” means the version(s) of the Approved EU SCCs which this Addendum is appended to, as set-out in Table 2, including the Appendix Information.

“Appendix Information” is set-out in Table 3.

“Appropriate Safeguards” means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.

“Approved Addendum” means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.

“Approved EU SCCs” means the Standard Contractual Clauses set-out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

“EU GDPR” means the EU General Data Protection Regulation 20016/679

“ICO” means the Information Commissioner.

“Restricted Transfer” means a transfer which is covered by Chapter V of the UK GDPR.

“UK” means the United Kingdom of Great Britain and Northern Ireland.

“UK Data Protection Laws” means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

“UK GDPR” has the definition in section 3 of the Data Protection Act 2018.

  1. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
  2. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
  3. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
  4. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
  5. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

  1. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
  2. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
  3. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the EU GDPR then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

  1. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
  2. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers; b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
  3. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
  4. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
  5. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
  6. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
  7. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
  8. In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

  1. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

  1. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

  1. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

  1. References to “Regulation (EU) 2016/679”, “Regulation (EU) 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 (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
  2. References to Regulation (EU) 2018/1725 are removed;
  3. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
  4. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
  5. Clause 13(a) and Part C of Annex I are not used;
  6. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
  7. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

  1. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

  1. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

  1. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

  1. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
  2. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
  3. From time to time, the ICO may issue a revised Approved Addendum which:
  4. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
  5. reflects changes to UK Data Protection Laws;
  6. The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set-out in the revised Approved Addendum from the start date specified. 19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
  7. its direct costs of performing its obligations under the Addendum; and/or
  8. its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

  1. The Parties do not need the consent of any third-party to make changes to this Addendum, but any changes must be made in accordance with its terms.

 

 

 

  1. Processing Operations

The Personal Data transferred or Processed will be subject to the following processing activities:

 

  1. Data Subjects

The Personal Data transferred or Processed concern the following categories of Data Subjects:

 

  1. Categories of Data

The Personal Data transferred or Processed concern the following categories of data:

 

  1. Special Categories of Data such as Health Data (if applicable)[2]

The Personal Data transferred or Processed concern the following Special Categories of Data:

 

  1. International Transfer

If Company agrees: Please indicate if Personal Data is transferred to a country/recipient outside the EU/EEA/UK/Switzerland

Country If applicable (otherwise, leave empty): Mechanism to ensure adequate protection instead of EU Standard Contractual Clauses
United States SCCs, intercompany transfer agreement
   
   
  1. Subcontracting

Xperi intends to use the service of the following Subcontractors for Processing of Personal Data:

Name of Subcontractor Address Task to be performed International transfer (if applicable)
Microsoft USA Storage SCCs
       
       

Company approves the use of the aforementioned Subcontractors and the international transfer of Personal Data (if applicable).

  1. Contact Persons

Questions and notices to Xperi from Company under DPA shall be addressed to:

Xperi Data Protection Officer
Email:  DataProtectionOfficer@Xperi.com

Questions and notices to Company from Xperi shall be addressed to:

[Company Data Protection Officer]
Email: 

 

[1] https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021D0914&from=EN

[2]      Article 9 GDPR for definition of Special Categories of Personal Data: Personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation