Required Data Protection Terms

Last update 18 August 2020

These Required Data Protection Terms (“RDPT”) form part of every agreement or transaction (each, an “Agreement”) between Ellucian and any company that provides goods or services to Ellucian (each, a “Company”). The parties agree that these RDPT is in addition to and not in lieu of other provisions in an Agreement. Any data protection terms or conditions proposed by Company inconsistent with or in addition to these RDPT shall be void and of no effect unless specifically agreed to by Ellucian in writing. In the event of any conflict between an Agreement and these RDPT, these RDPT shall control.

Contents

Introduction and Definitions
Part A
Part B
Part C
Standard Contractual Clauses

Introduction and Definitions

1. Company may Process Protected Data (as defined below) on Ellucian’s behalf. The defined terms have the meaning set forth below whether or not such defined terms begin with capital letters elsewhere in these RDPT.
2. “Confidential Information” means non-public information of a party to an Agreement, including without limitation non-public financial data, employee data, customer data, product information, sales reports, sales pipeline information, marketing data, statistical data, and analysis of any of the foregoing. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the recipient; (ii) the disclosing party regularly discloses to third parties without restriction on disclosure; (iii) the recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation, or (iv) is independently developed by the recipient without use of any Confidential Information of the disclosing party.
3. “Information Systems” means computing hardware, software and media components.
4. “Personal Data” means any information relating to an identified or identifiable natural person.
5. “Process” or “Processing” means any operation or set of operations which is performed on Protected Data or on sets of Protected Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or deletion.
6. “Protected Data” means Confidential Information, Personal Data and Restricted Information, collectively.
7. “Restricted Information” means Personal Data and non-public Ellucian information relating to: (a) Ellucian Information Systems user authentication secrets or verifiers, such as passwords, cryptographic privacy keys, digital certifications, or user login or application session tokens; or (b) Ellucian information that might otherwise need to be strictly controlled or protected due to its business sensitivity, criticality, or value, or due to associate risk factors that may result in severe risk to Ellucian.
8. These RDPT is organized into parts, depending on the type of access Company will have. Part A applies to all third party service providers. Part B applies, in addition to Part A, to the extent Company accesses, supports, manages or stores Information Systems that contain Ellucian Protected Data and that are owned or controlled by Ellucian in order to carry out its responsibilties under an Agreement. Part C applies, in addition to Parts A and B, to the extent Company accesses, supports, manages or stores Ellucian Protected Data using Information Systems that are outside Ellucian’s span of control in order to carry out Company’s responsibilities under an Agreement.

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Part A

1. The parties acknowledge and agree that any disclosure of Protected Data, will in no way be construed to be an assignment, transfer, or conveyance of title to or ownership rights in such Protected Data.
2. Ellucian will provide Protected Data to Company as reasonably required for Company to comply with its responsibilities under an Agreement. The nature and purpose of Processing and the type of Personal Data provided may be further described in an Agreement. Personal Data provided to Company may include Personal Data of the following categories of natural persons: Ellucian employees, independent contractors, agents, vendors, suppliers, customers or prospective customers, or individuals employed by or that interact with Ellucian customers and prospective customers.
3. Company will Process Personal Data only to the extent required for Company to carry out its responsibilities under an Agreement, and Company will not retain, use or disclose Personal Data for any purpose other than for the specific purpose of performing the services specified in an Agreement. Company will not sell, rent, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to another business or third party for monetary or other valuable consideration.
4. Company shall comply with instructions provided by Ellucian during the term of an Agreement regarding Protected Data, and shall only Process Protected Data in accordance with such instructions.
5. Company shall promptly report activity that may reasonably lead to physical harm to individuals, loss of information (including, but not limited to Personal Data) or damage to facilities or equipment to Ellucian.
6. Company will implement and regularly evaluate a procedure to provide for continuation of business operations during unplanned, adverse events.
7. Company will assist Ellucian in responding to requests from individuals related to Personal Data about them. In the event that Company receives a request from an individual regarding Personal Data provided to Company by Ellucian, Company will promptly notify Ellucian of such request and will not respond to such request without the prior written consent of Ellucian’s data protection officer, except where required by applicable law.
8. Company will assist Ellucian to comply with Ellucian’s obligations to perform data protection impact assessments.
9. Use of Third Parties. Company will not transfer or otherwise make available Personal Data to any third party (including a subcontractor or law enforcement agency) without the prior written consent of Ellucian’s data protection officer, except as required by applicable law. Company will not transfer or permit the transfer of Personal Data to any employee, agent or subcontractor for any reason without first entering into a written agreement containing terms requiring that party to abide by substantially similar restrictions and conditions that apply to Company in these RDPT. Company remains fully responsible for ensuring its subcontractors’ compliance with the terms of these RDPT and liable for the acts and omissions of its subcontractors. If at any time a subcontractor is not in compliance with the terms of these RDPT, Company shall terminate the subcontractor’s activities in connection with the Processing of Personal Data. In the event that Company receives a request or demand for Personal Data by a law enforcement or other governmental agency, Company will, except where prohibited from doing so by applicable law, direct the agency to Ellucian and promptly notify Ellucian of the request or demand.
10. Information Security Program. Without limiting Company’s obligation of confidentiality in an Agreement and as further described herein, Company will be responsible for establishing and maintaining an information security program that is designed to: (i) ensure the security and confidentiality of Protected Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Protected Data; (iii) protect against unauthorized access to or use of the Protected Data; (iv) ensure the proper disposal of Protected Data, as further defined herein; and, (v) ensure that all subcontractors of Company who have access to Ellucian’s Protected Data or access to Ellucian’s Information Systems used to Process Ellucian Protected Data, if any, are approved in writing by Ellucian and comply with all of the foregoing. Company will designate an individual to be responsible for the information security program. Such individual will respond to Ellucian inquiries regarding computer security and to be responsible for notifying Ellucian-designated contact(s) if a security incident occurs, as further described herein. The information security program will be modeled after the requirements of ISO 27001 or another globally-recognized information security standard and will be compliant with all applicable legal and regulatory requirements for data protection and privacy of Protected Data.
11. Compliance, Right to Audit, and Incident Notification. Company will promptly, and without undue delay, notify the designated Ellucian security contact in writing at [email protected] of any security incidents as described below. The notice shall include the approximate date and time of the occurrence and a summary of the relevant facts, including a description of measures being taken to address the occurrence. Company will promptly respond to requests for information from Ellucian related to any actual or suspected security incidents. A “security incident” includes any unauthorized access to Ellucian’s Information Systems or Protected Data; access, unauthorized or unplanned disruption of service due to malicious actor(s); or unauthorized modification of systems or data. Ellucian or its third party designee may, but is not obligated to, perform audits and security tests of Company’s environment that may include, but are not limited to, interviews of relevant personnel, review of documentation, or technical inspection of systems, as they relate to the receipt, maintenance, use, retention, and authorized destruction of Ellucian information, including Protected Data. Any applicable regulator shall have the same right upon request. Company shall promptly provide all information reasonably requested by Ellucian to determine Company’s compliance with the terms of these RDPT and shall provide reasonable access and assistance to Ellucian or its regulators or agents upon request. Company agrees to comply with legal requirements that are identified during such inspections, tests, and audits within reasonable timeframes. Ellucian reserves the right to view, upon request, assessment reports that Company has undertaken on its behalf to assess Company’s own network security. Company will provide its full cooperation and support with regard to any notices required by applicable law to individuals who may be adversely affected by a security incident.
12. Ellucian Data Handling Procedures. Protected Data must be physically and logically secured when not in use and securely disposed of upon Ellucian’s request or the termination or expiration of an Agreement. Destruction of Protected Data on electronic media shall be according to Section 13 below. Destruction of Protected Data on paper shall be by shredding by Company or a third party that provides secure document destruction services. Upon request, Company will provide information to Ellucian regarding procedures for secure destruction of Protected Data.
13. Erasure of Information and Destruction of Electronic Storage Media. All electronic storage media containing Protected Data must be wiped or degaussed for physical destruction or disposal in a manner meeting forensic industry standards such as the NIST SP800-88 Guidelines for Media Sanitization or other methods authorized by Ellucian Global Information Security. Company must maintain documented evidence of data erasure and destruction. This evidence must be available for review at the request of Ellucian.
14. System development & maintenance.
    1. Company will take appropriate measures to ensure that Company’s software development program is governed by a well-documented and implemented Software Development Life Cycle (SDLC) that incorporates secure coding and application security testing best practices, such as those consistent with the Open Web Application Security Project (OWASP) or Common Weakness Enumeration (CWE) Top 25 Most Dangerous Software Errors.
    2. Company will not release or provide software or services to Ellucian with known Critical or High vulnerabilities, as defined by the Forum of Incident Response and Security Teams Common Vulnerability Scoring System (FIRST CVSS) qualitative rating scale. Applications or services developed or provided by Company and utilized by Ellucian will be regularly scanned by Company for vulnerabilities and patched in a timeframe that is, at a minimum, consistent with Ellucian’s then-current Vulnerability Management Standard (a copy of which will be provided to Company upon request). If Company is unable to remediate identified Critical or High vulnerabilities within sixty (60) days of identification, Company shall notify Ellucian such Critical or High vulnerabilities in any software or service utilized by Ellucian. For such Critical or High vulnerabilities Company shall subsequently provide notification and proof of remediation or mitigation for those identified Critical or High vulnerabilities.
15. Personnel Screening. Company will perform screening on all Company personnel and contractors including temporary and non-employee personnel who will have access to Protected Data or directly support such access or the environment storing or Processing that Protected Data during work they perform for Ellucian pursuant to an Agreement that includes criminal background checks, employment and education verification, according to the following standards:
    • Criminal Background Investigation: This background investigation includes a search of the following:
      • Bureau Reports: SSN Trace (a search of an individual’s connection to his or her social security number to determine if there is any background information that was not reported by that individual)
      • Criminal Records Searches: Aux. National Criminal Index Search (ANCI)
      • Criminal Records Searches: Criminal History Search
      • Criminal Records Searches: Federal Criminal Records Search
      • Criminal Records Searches: Terrorist Watch List
    • Employment Verification: Verify all prior employment within the past 7 years/or the previous 3 employers, whichever is greater.
    • Education Verification: Verify the highest level of education attained by an applicant.
    
    Company will not assign any person to an Agreement who has not been screened, or whose screening according to these standards has revealed that the person does not meet these standards. Where such checks are prohibited by applicable law, Company will notify Ellucian in advance that a particular individual has not been screened under this Section prior to that individual performing work for Ellucian. If Company contracts, for any services, with a third party that needs to be allowed or requires access to Protected Data, the third party will undergo the same screening as performed on Company personnel and contractors under this Section.
16. Personal Data of Persons in the European Economic Area (“EEA”)
    1. Company acknowledges that it may receive Personal Data regarding individuals who are located in the EEA, Switzerland or the United Kingdom.
    2. Company and Ellucian agree to the terms set forth in the Standard Contractual Clauses (the “Clauses”) attached hereto and incorporated herein by reference, in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals. The terms of these RDPT shall not replace any comparable or additional rights and obligations relating to Processing Personal Data contained in an Agreement except to the extent such rights or obligations conflict with the terms herein, in which case the terms herein shall control only to the extent such terms conflict. Upon request, Company will separately sign or otherwise execute a copy of the Clauses with Ellucian.
    3. Company will not transfer Personal Data from within the EEA, Switzerland or the United Kingdom to locations outside those countries unless it takes such measures as are necessary to ensure the transfer is in compliance with applicable data protection law. Such measures may include (without limitation) transferring the Personal Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorization in accordance with applicable data protection law, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission. Upon request, Company will confirm to Ellucian the applicable data transfer mechanism used for any such transfer.

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Part B

1. Training. Company must conduct formal security awareness training for all personnel and contractors as soon as reasonably practicable after the time of hiring or prior to being appointed to work on Personal Data and annually recertified thereafter. Documentation of Security Awareness Training must be retained by Company, confirming that this training and subsequent annual recertification have been completed, and available for review by Ellucian.
2. Network and Communications Security
   1. All Company connectivity to Ellucian Information Systems shall be through remote access mechanisms approved by Ellucian Global Information Security.
   2. Company will not transmit any unencrypted Protected Data over the internet and will not store any Personal Data or Restricted Information on any mobile device, except where there is a business necessity and then only if the mobile computing device is protected by industry-standard encryption software or other safeguards approved by Ellucian. Notwithstanding the foregoing, it is acceptable to transmit the sub-set of Personal Data that consists only of business contact details for individuals involved in the business relationship without using encryption.
   3. Company will not access, and will not permit unauthorized persons or entities to access, Ellucian computing systems and/or networks without Ellucian’s express written authorization and any such actual or attempted access will be consistent with any such authorization.
   4. Company will take appropriate measures to ensure that Company’s systems connecting to Ellucian’s systems and anything provided to Ellucian through such systems does not contain any malicious code designed to, or that would enable, the disruption, modification, deletion, damage, deactivation, disabling, harm or otherwise be an impediment to the operation of Ellucian’s systems, and Company will promptly notify Ellucian of any material vulnerabilities that could impact Ellucian.
3. Physical Security. All Protected Data must be contained in secure, environmentally-controlled storage areas owned, operated, or contracted for by Company. All Personal Data or Restricted Information must be encrypted in storage and in transit, provided, however, that it is acceptable to transmit the sub-set of Personal Data that consists only of business contact details for individuals involved in the business relationship without using encryption.

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Part C

Penetration Testing. During Company’s performance under an Agreement, Company will engage, at its own expense and at least one time per year, a reputable third party vendor that is in the business of performing penetration testing to perform penetration and vulnerability testing (“Penetration Tests”) with respect to Company’s systems containing and/or storing Personal Data or Restricted Information. Within a reasonable period after the annual Penetration Test has been performed, Company will notify Ellucian in writing of any critical level and high level security issues that were revealed during such Penetration Test and subsequently certify in writing to Ellucian that such critical level and high level security issues have been fully remediated.

Commission Decision C(2010)593
Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Ellucian

(the data exporter)

And

Company

(the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

1. 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
2. 'the data exporter' means the controller who transfers the personal data;
3. 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
4. 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
5. 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
6. 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
2. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
5. that it will ensure compliance with the security measures;
6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
7. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
   1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
   2. any accidental or unauthorised access, and
   3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
6. at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
10. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
   1. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   2. to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely (as applicable) Ireland, Netherlands and United Kingdom.

Clause 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 Clause.

Clause 11

Subprocessing

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 subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor 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 subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor 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 paragraph 1 of Clause 6 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 subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely (as applicable) Ireland, Netherlands and United Kingdom.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof 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.
2. The data importer and the subprocessor 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 paragraph 1.

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Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer): contracting for goods or services.

Data importer

The data importer is (please specify briefly activities relevant to the transfer): providing goods or services to Ellucian.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify): Ellucian employees, independent contractors, agents, customers, vendors, and individuals who interact with Ellucian customers.

Categories of data

The personal data transferred concern the following categories of data (please specify):

The information may include one or more of the following:

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

Data importer provides goods or services to Ellucian.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by Company in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

The data importer has implemented and will maintain technical and organizational security policies, controls and procedures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and against all other unlawful forms of Processing that are specifically set forth in Parts A, B and C of these RDPT as applicable.

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