DATA PRIVACY APPENDIX

(last revised December 27, 2022)

This data privacy appendix (this “DPA”) shall apply where Hackett Processes Personal Data on the Client’s behalf as Client’s Processor for the purpose of providing the Services in those circumstances specified in Clause 8(c) of the General Terms and Conditions Applicable to Hackett Services https://www.thehackettgroup.com/about/contracting-terms/ (the “General Terms”).

Terms which are not defined herein, shall have the meaning given to them in the Agreement as such term is defined in the General Terms and Conditions.

1) Definitions

The following terms shall have the meanings set out below:

a) “Applicable Laws” means the governing law of the Agreement other than Data Protection Law;

b) “CCPA” means the California Consumer Privacy Act;

c) “Client Group Member” means Client or any Affiliate of Client;

d) “Client Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of a Client Group Member pursuant to or in connection with the Agreement;

e) “Contracted Processor” means Hackett, a Hackett Affiliate or a Subprocessor (as appropriate).

f) “Data Protection Laws” means, in respect of a party, any and all U.K., U.S., Canadian or EU Data Protection Laws applicable to that Party.

g) “EEA” means the European Economic Area;

h) “EU Data Protection Laws” means, in respect of a party, the GDPR, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR (as defined below) and laws implementing or supplementing the GDPR, to the extent such laws are applicable to that party;

i) “General Terms” means General Terms and Conditions Applicable to Hackett Services as specified in the applicable Agreement.

j) “GDPR” means EU General Data Protection Regulation 2016/679, or (where the context requires), the UK GDPR, in each case, as in effect and as may be amended from time to time;

k) “Restricted Transfer” means:

i) a transfer of Client Personal Data from any Client Group Member to a Contracted Processor; or

ii) an onward transfer of Client Personal Data from a Contracted Processor to another Contracted Processor, or between two establishments of a Contracted Processor;

in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses (as modified by a UK International Data Transfer Addendum) in the case of Client Personal Data in respect of which Client is subject to UK Data Protection Laws) which are hereby incorporated by reference herein for the purpose of such data transfers;

l) “SOW” means the statement of work between the parties governing the provision of Services.

m) “Standard Contractual Clauses” means the contractual clauses set out in Annex I, amended as indicated (in square brackets and italics) in that Annex and under section 13.4;

n) “Subprocessor” means any person (including any third party and any Hackett Affiliate, but excluding an employee of Hackett or any of its sub-contractors) appointed by or on behalf of Hackett or any Hackett Affiliate to Process Personal Data on behalf of any Client Group Member in connection with the Agreement;

o) “Hackett Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Hackett, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

p) “UK Data Protection Laws” means all applicable data protection and privacy legislation in force in the United Kingdom and as amended, replaced or superseded from time to time, including the UK Data Protection Act 2018, the UK GDPR and laws implementing or supplementing the UK GDPR;

q) “UK GDPR” means the UK General Data Protection Regulation; and

r) “UK International Data Transfer Addendum” means the template addendum issued by the ICO and laid before the UK Parliament in accordance with s119A of the UK Data Protection Act 2018 on 2 February 2022, in the form it comes into force, and as it is revised from time to time under section 18 of that addendum.

The terms “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2) Processing Client Personal Data

a) Hackett shall (and shall procure that any relevant Hackett Affiliate shall):
i) comply with all Data Protection Laws in the Processing of Client Personal Data; and
ii) only process the Personal Data for the purposes of performing its obligations under the Agreement or the relevant SOW and in accordance with the written instructions given by Client from time to time (which, unless otherwise in writing between the parties, shall be to Process such Client Personal Data as is necessary in order to perform its obligations under the Agreement or SOW), unless the relevant Contracted Processor is subject to an obligation under Applicable Law or any Data Protection Laws to do otherwise, in which case Hackett shall (unless prohibited by law on important grounds of public interest) notify Client in advance of that legal obligation.

b) The Client (on its own behalf and on behalf of each Client Group Member):
i) instructs Hackett and each Hackett Affiliate (and does hereby authorize Hackett and each Hackett Affiliate to instruct each Subprocessor) to:

(1) Process Client Personal Data for the purposes envisaged under the Agreement and each relevant SOW; and

(2) in particular, transfer Client Personal Data to any country or territory, as reasonably necessary for the provision of the Services and consistent with the Agreement; and

(3) warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 3(b)(i) on behalf of each relevant Client Affiliate.

c) The Client shall ensure that each SOW shall specify the relevant Permitted Personal Data to be Processed, if different than set forth herein.

d) Regarding Data Subjects Residing in the State of California
The following provisions shall apply to persons residing in the State of California, United States of America.

i) “Personal Information” within this subpart means information that is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, such as a real name, alias, postal address, unique personal identifier, online identifier, internet protocol address, email address, account name, social security number, driver’s license number, passport number or other similar identifiers. We collect and use only the data that is required for the performance of the contract.

ii) Sale of Personal Information. Hackett does not sell and has not in the past 12 months, sold any personal information.

iii) California Specific Rights. In addition to any other rights provided for herein, California residents have the right to request to be opted-out of the sale of any Personal Information. California residents may also request data on what Personal Information Hackett collects, what it does with the Personal Information that is collected, and with whom it is shared. California residents may request that Hackett delete any Personal Information that it has about such individual.

3) Hackett and Hackett Affiliate Personnel

Hackett shall (and shall procure that each Hackett Affiliate shall) take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Personal Data, as strictly necessary for the purposes of the Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4) Security

a) 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, Hackett shall (and procure that each Hackett Affiliate shall) in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

b) In assessing the appropriate level of security, Hackett and each Hackett Affiliate shall be entitled to take account in particular of the risks that are presented by Processing such data that may arise from a Personal Data Breach.

5) Subprocessing

a) The Client (on behalf of itself and each Client Group Member) expressly provides its general authorisation to Hackett and each Hackett Affiliate to appoint and replace (and permit each Subprocessor appointed in accordance with this section 5 to appoint and replace) Subprocessors in accordance with this section 5 and any restrictions in the Agreement.

b) Hackett and each Hackett Affiliate may continue to use those Subprocessors already engaged by Hackett or any Hackett Affiliate as at the date of this Addendum provided such parties process Client Personal Data in compliance with Data Privacy Laws.

c) With respect to each Subprocessor, Hackett or the relevant Hackett Affiliate shall before the Subprocessor first Processes Client Personal Data (or, where relevant, in accordance with section 5(b)), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Client Personal Data required by the Agreement; ensure that the arrangement between on the one hand (a) Hackett, or (b) the relevant Hackett Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Client Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR;

i) if that arrangement involves a Restricted Transfer, ensure that the Subprocessor either

(a) agrees to be bound as a subprocessor to each Model Form Agreement entered into by the relevant Data Exporter and the Data Importer (as provided for in Clause 11 of the Standard Contractual Clauses) pursuant to section 11 of this DPA; or
(b) is otherwise bound by way of a written agreement which imposes the same obligations on the Subprocessor as are imposed on a Data Importer under the Standard Contractual Clauses; and

d) Hackett and each Hackett Affiliate shall ensure that each Subprocessor performs the obligations under section 3, 4, 5(a)-(c) and 9 as they apply to Processing of Client Personal Data carried out by that Subprocessor, as if it were party to this Addendum in place of Hackett.

6) Data Subject Rights

a) Taking into account the nature of the Processing, Hackett shall (and shall ensure each Hackett Affiliate shall) reasonably assist each Client Group Member by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Client Group Members’ obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

b) Hackett shall:
i) promptly notify Client if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and
ii) ensure that the Contracted Processor does not respond to that request except on the documented instructions of Client or the relevant Client Group Member or as required by Applicable Laws to which the Contracted Processor is subject, in which case Hackett shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Contracted Processor responds to the request.

7) Personal Data Breach

a) Hackett shall notify Client without undue delay upon any Contracted Processor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow each Client Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

b) Hackett shall co-operate with Client and each Client Group Member and take such reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8) Data Protection Impact Assessment and Prior Consultation

a) Hackett shall (and shall procure that each Hackett Affiliate shall) provide reasonable assistance to each Client Group Member with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required of any Client Group Member by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors. Where such assistance requires more than a nominal amount of time, Hackett may charge Client the reasonable costs of such assistance at its standard hourly rates.

9) Deletion or return of Client Personal Data

a) Subject to sections 9(b) and 9(c) Hackett shall (and each Hackett Affiliate shall) promptly and in any event within 30 days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data. “Delete” for the purposes of this section 9 shall mean putting the Client Personal Data beyond further use.

b) Subject to section 9(c), Client may by written notice to Hackett within 30 days of the Cessation Date require Hackett and each Hackett Affiliate to

(a) return a complete copy of all Client Personal Data to Client by secure file transfer in such format as is reasonably notified by Client to Hackett where such request is practicable; or

(b) delete, and procure the deletion of all other copies of Client Personal Data Processed by any Contracted Processor.

Hackett and each Hackett Affiliate shall comply with any such written request within 45 days of receiving the same. The foregoing will not apply to data which is auto archived on backup systems.

c) After the Cessation Date, each Contracted Processor may retain Client Personal Data to the extent required or permitted by Applicable Laws provided that Hackett shall (and shall procure that each Hackett Affiliate shall) ensure the confidentiality of all such Client Personal Data and shall ensure that such Client Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose. The foregoing shall not apply to any data which has been anonymized, and such anonymized data may be retained by Hackett or any Contracted Processor for its ongoing business purposes including benchmarking and statistical analysis.

10) Audit right

a) Hackett will comply with any reasonable and lawful request from a competent data protection authority to confirm its compliance with these provisions on reasonable advance written notice. Such compliance will include the normal audit and inspection rights of records and facilities as required by the GDPR, save that where any audit or inspection concerns systems provided by, or the premises of, a Subprocessor, the scope of such audit and/or inspection shall be as permitted under the relevant agreement in place between Hackett and/or the Hackett Affiliate and the relevant Subprocessor.

11) Restricted Transfers

a) Subject to section 11(c), the Client (on its own behalf or, where appropriate, on behalf of any relevant Client Group Member responsible for exporting the relevant Client Personal Data outside of the EEA or the UK, as applicable (each a “Data Exporter”)) and Hackett (either on its own behalf, or where appropriate, on behalf of any relevant Hackett Affiliate responsible for importing Client Personal Data from inside of the EEA or the UK, as applicable (each a “Data Importer”)) hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Client Group Member to that Hackett Affiliate. Where such Restricted Transfer involves Client Personal Data in respect of which the Client is subject to UK Data Protection Laws, a UK International Data Transfer Addendum is hereby incorporated into the Standard Contractual Clauses.

b) The Standard Contractual Clauses shall come into effect under section 11(a) upon commencement of the relevant Restricted Transfer.

c) Section 11(a) shall not apply to a Restricted Transfer to the extent that another mechanism is already in place which satisfies the conditions set out in Chapter V of the GDPR and which allows the relevant Restricted Transfer to take place without breach of Data Protection Law.

d) The Standard Contractual Clauses attached hereto as Annex 1 shall be deemed to be executed and in place between each Data Exporter and each Data Importer with respect to Client Personal Data when such data is transmitted outside of the EEA or the UK, as applicable (each a “Model Form Agreement”). Personal Data other than Client work contact information needed to communicate project status, name, salary, position and work location, and necessary to be processed will be identified by the Client in the relevant SOW giving rise to the activity or by a separate signed writing by the parties.

e) Where a UK International Data Transfer Addendum is deemed hereby to be incorporated into the Standard Contractual Clauses and therefore into each applicable Model Form Agreement, the tables set out in the UK International Data Transfer Addendum shall be deemed to be completed as follows:

i) Table 1 with the details set out in Part A of Annex I to the Standard Contractual Clauses;
ii) Table 2 with the details of the Standard Contractual Clauses forming the basis of the Model Form Agreement;
iii) Table 3 with the details set out in Annex I, Annex II and Annex III to the Standard Contractual Clauses; and
iv) Table 4 with the selection of the option “neither Party”.

12) General Terms

a) Governing law and jurisdiction.
Notwithstanding anything contained in the Standard Contractual Clauses, and where applicable, the UK International Data Transfer Addendum:

i) the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
ii) this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Agreement.

b) Order of precedence.
i) Nothing in this Addendum reduces Hackett’s or any Hackett Affiliate’s obligations under the Agreement in relation to the protection of Personal Data or permits Hackett or any Hackett Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. In the event of any conflict or inconsistency between this DPA and the UK International Data Transfer Addendum, the UK International Data Transfer Addendum shall prevail.

ii) Subject to this section 12(b), with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

c) Severance.
Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

ANNEX 1 to the Data Privacy Appendix

STANDARD CONTRACTUAL CLAUSES (MODULE 2 CONTROLLER TO PROCESSOR VERSION)

SECTION I

Clause 1 – Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) (1) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 – Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 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, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 – Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e).

(b) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 – Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 – Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 – Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8 – Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy
If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data
Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 – Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 – Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11 – Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 – Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 – Supervision

(a) Where the data exporter is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1), the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) is established, as indicated in Annex I.C, shall act as competent supervisory authority.

(c) Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2), the supervisory authority of one of the Member States in which the data subjects whose personal data are transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

Clause 14 – Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination — including those requiring the disclosure of data to public authorities or authorising access by such authorities — relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements under paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 – Obligations of the data importer in case of access by public authorities

15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

Clause 16 – Non-compliance and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated.

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 – Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Miami.

Clause 18 – Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Miami.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the competent courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES
[Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contact person’s name, position and contact details: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Activities relevant to the data transferred under these Clauses: . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature and date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Role (controller/processor): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

………………….

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: The Hackett Group, Inc.
Address: 1001 Brickell Bay Dr., Ste #3000, Miami FL 33131
Contact person’s name, position and contact details: Frank Zomerfeld, General Counsel/DPO, FZomerfeld@thehackettgroup.com
Activities relevant to the data transferred under these Clauses:
Signature and date:
Role (controller/processor): Processor

………………….

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred
Personal data of the data exporter’s employees, contractors or other personnel, vendors, suppliers, or other business partners or as otherwise described in the applicable Statement of Work.

Categories of personal data transferred
Business card data, including names, job titles, employer, work email addresses, phone numbers or as otherwise described in the applicable Statement of Work, Agreement, and/or this DPA.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures
None except as may be expressly stated in the Statement of Work.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
Continuous or as otherwise necessary to perform the Services under the Agreement, this DPA, and/or the applicable Statement of Work.

Nature of the processing
To provide the Services and perform data importer’s obligations under the Agreement, this DPA, and/or the applicable Statement of Work.

Purpose(s) of the data transfer and further processing
To provide the Services and perform data importer’s obligations under the Agreement, this DPA, and/or the applicable Statement of Work.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As necessary for the duration of the relevant business relationship or longer to comply with data importer’s legal or professional obligations, enforce our agreements, or resolve disputes.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
As per this DPA and further set forth in the applicable Statement of Work.

C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13
As further set forth in the Agreement or applicable Statement of Work

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. The following shall apply to Hackett’s collection of and use of Client employee work contact information in delivering our Services.

Measures of pseudonymisation and encryption of personal data
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
Measures for ensuring events logging
Measures for ensuring system configuration, including default configuration
Measures for internal IT and IT security governance and management
Measures for certification/assurance of processes and products
Measures for ensuring data minimisation
Measures for ensuring data quality
Measures for ensuring limited data retention
Measures for ensuring accountability
Measures for allowing data portability and ensuring erasure

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.

ANNEX III

LIST OF SUB-PROCESSORS

IAM – Manage user access and permissions securely for AWS services.
RDS – Deploy and manage scalable, managed relational databases like PostgreSQL
ECS Fargate – Run serverless containers without managing EC2 instances.
DocumentDB – Fully managed NoSQL document database compatible with MongoDB.
ECR – Securely store, manage, and deploy Docker container images.
Secrets Manager – Store and retrieve sensitive information like database credentials securely.
Amazon CloudWatch – Monitor AWS resources and applications with logs, metrics, and alerts.
Amazon Inspector – Automate security vulnerability assessment for AWS workloads.
S3 – Scalable object storage for backup, archiving, and static website hosting.
CloudFront – Deliver content with low latency and high performance using a global CDN.
Load Balancer – Distribute traffic across multiple instances to ensure high availability.
EC2 – Scalable compute instances for hosting applications and workloads.
RabbitMQ – Managed message broker for decoupling and scaling microservices.
Security Hub – Centralized security and compliance management for AWS accounts.
Redis – Fully managed in-memory data store for caching and real-time applications.
VPC – Create an isolated network environment in AWS to securely launch and manage resources
Opensearch – Vector Store
Sendgrid – For Notifications
Auth0 – Authentication and Authorization
Source Code: Bitbucket
Open AI
Gemini
Stripe
LangChain
Google ADK Docs
Microsoft Semantic Kernel

LOCATION OF TOOLS

TOOL / COMPANY	LOCATION / HQ
OpenAI (API)	United States
Auth0	United States
Stripe	United States
SendGrid (Twilio SendGrid)	United States
Pinecone	New York, United States
LangChain	United States
LangGraph (LangChain’s tool)	United States
Google ADK Docs	United States
AWS	United States
Microsoft Semantic Kernel	United States

EXPLANATORY NOTE:
This Annex must be completed for Modules Two and Three, in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).

The controller has authorised the use of the following sub-processors:

Name: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contact person’s name, position and contact details: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .