2020-887-E Economic Dev - Submittable Holdings Inc grant management software

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DocuSign Envelope ID:90A54439-23B9-40AF-8246-BFCAAEAA529D 10. Variation of the contract. The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses. 11. Sub-processing. 11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses.Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor's obligations under such agreement. 11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in clause 6.1 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses. 11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in clause 11.1 shall be governed by the law of the Member State in which the data exporter is established, namely as indicated in the Order Form, and if data exporter is not established in a Member State, by the law of the country in which the data exporter is established, provided, such law provides for a third-party beneficiary clauses. Where such a clause is not permitted by the law of the exporter's country, the Clauses shall be governed by the law of a country, to be determined by the parties, which is a party to Convention 108 for the protection of individuals with regard to automatic processing of personal data, whose law provides for the inclusion of a third-party beneficiary clause. 11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to clause 5.10, which shall be updated at least once a year. The list shall be available to the data exporter's data protection Supervisory Authority. 12. Obligation after the termination of personal data processing services. 12.1 The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 12.2 The data importer and the sub-processor warrant that upon request of the data exporter and/or of the Supervisory Authority,it will submit its data-processing facilities for an audit of the measures referred to in clause 12.1. Submittable Customer Terms of Service v1.1—Exhibit B,Appendix C Page 6 of 8