Vendor Data Security Policy - Exabeam

Vendor Data Security Policy

In connection with the products and/or services (“Solutions”) identified in the agreement in effect between EXABEAM and the other party identified in the Agreement (“CONTRACTOR”) (“Agreement”), the parties anticipate that CONTRACTOR, and where applicable its subcontractors, may from time to time process Protected Data in respect of which EXABEAM, its Affiliates, or clients or customers of EXABEAM or its Affiliates may be a data controller under the Data Protection Legislation (as defined below).  CONTRACTOR and EXABEAM agree to the terms of this Data Security Policy (“Policy”), as updated by EXABEAM from time to time, in order to ensure that adequate safeguards are put in place with respect to the protection of such Protected Data as required by the Data Protection Legislation.  CONTRACTOR will proactively obtain and strictly comply with any updated versions of this Policy.

1. DEFINITIONS. Unless otherwise defined herein, capitalized terms used in this Policy shall have the same meaning as set forth in the Agreement.

1.1 “Adequate Country” means a country or territory that is recognized under Data Protection Legislation from time to time as providing adequate protection for Protected Data.

1.2 “Affiliate” means an entity directly or indirectly controlling, controlled by or under common control with a party.  For purposes of this Policy, “control” means the ownership or control, directly or indirectly, of at least fifty percent (50%) or more of all the voting shares (or other securities or rights) entitled to vote for the election of directors or other governing authority.

1.3 “CCPA” means the California Consumer Privacy Act of 2018, as amended or supplemented from time to time.

1.4 “Confidential Information” means any and all information related to Exabeam, its Affiliates, clients, or customers (including software, source code and specifications, trade secrets, technical information, business forecasts and strategies, personnel information, credit card or other financial information, and proprietary of third parties provided to the other party in confidence) that is labeled or identified as “confidential” or “proprietary”; and, if disclosed orally or otherwise in tangible form, is confirmed as such in writing within thirty (30) days of such disclosure; or otherwise is of such type of disclosed in such a way that a reasonable person would understand that the information disclosed is confidential or proprietary.  Without limiting the foregoing, all software and documentation shall be deemed “Confidential Information” of EXABEAM, and all Customer Data shall be deemed “Confidential Information” of Exabeam and its customers.

1.5 “Customer Data” means any data made available to CONTRACTOR during the term of the Agreement, including but not limited to data uploaded to the SaaS environment, including any PII, and any output from Exabeam, its Affiliates, clients, or customer’s use of the SaaS environment.

1.6 “Data Protection Legislation” means all privacy laws and regulations applicable to any Protected Data processed under or in connection with this Policy and the Agreement, including without limitation, the Data Protection Directive 95/46/EC (as the same may be superseded by the GDPR, the Privacy and Electronic Communications Directive 2002/58/EC, CCPA, and all national legislation implementing or supplementing the foregoing.

1.7 “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Protected Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.8 “PCI DSS” means the data security standard published and updated from time to time by the Payment Card Industry Security Standards Council, or any successor council or agency that includes requirements for security management, policies, procedures, network architecture, software design, and other critical protective measures for electronic data.

1.9 “Personal Data” means all data which is defined as ‘Personal Data’ in the Data Protection Legislation and that is provided directly or indirectly by EXABEAM to CONTRACTOR, or accessed, stored or otherwise processed by CONTRACTOR or its sub-processors (as applicable) for the purposes of delivering the Solution to EXABEAM.

1.10 “Protected Data” means all Confidential Information, Customer Data, and Personal Data of Exabeam, its Affiliates, clients and customers.

1.11 “Processing”, “Data Controller”, Data Processor “, “Data Subject” and “Supervisory Authority” shall have the meanings ascribed to them in the Data Protection Legislation.

1.12 “Standard Contractual Clauses / SCC” means the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en.

2. DATA PROCESSING.

2.1 Scope and Roles of the Parties.  The parties acknowledge and agree that with regard to the Processing of Protected Data, EXABEAM is the Data Controller, CONTRACTOR is the Data Processor.

2.2 Compliance with Laws.  Each party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of its obligations under this Policy, including the Data Protection Legislation.

2.3 Processing Instructions.  CONTRACTOR will process Protected Data in accordance with the Agreement then in effect between EXABEAM and CONTRACTOR  and with EXABEAM’s reasonable written instructions, where such instructions are consistent with the terms of the Agreement and this Policy.

3. DATA TRANSFERS.

3.1 Neither CONTRACTOR, nor any of its sub-processors, shall access, transfer, or process Protected Data outside of the country of origin without EXABEAM’s prior written approval.

3.2 To the extent any processing of Protected Data by CONTRACTOR takes place in any country outside the EEA (except if in an Adequate Country), the parties agree that the Standard Contractual Clauses will apply in respect of that processing and CONTRACTOR will comply with the obligations of the ‘data importer’ in the standard contractual clauses and EXABEAM will comply with the obligations of ‘data exporter’. CONTRACTOR shall process Personal Data provided in connection with the Subject Agreement solely on behalf of EXABEAM, and any such processing shall be subject to Module 3 of the SCCs. All notices to be provided by CONTRACTOR to the Controller(s), Data Subject(s), or Supervisory Authority under the SCCs shall be made promptly to EXABEAM, and EXABEAM agrees to notify the appropriate Controller(s), Data Subject(s) or Supervisory Authority on CONTRACTOR’s behalf. The parties agree the elections under Module 3 of the SCCs shall be as follows:

i. Clause 7 (“Docking Clause”) shall not apply;

ii. Clause 9 (“Use of Sub-Processors”) shall include OPTION 2 (“General Written Authorization”) with a sixty (60) day notice period for objections, provided no Personal Data shall be processed outside of the country of origin without EXABEAM’s prior written consent;

iii. Clause 11(a) (“Redress”) shall not include the mentioned OPTION;

iv. Clause 17 (“Governing Law”) shall include OPTION 2 with the Member State of the Republic of Ireland; and

v. Clause 18 (“Choice of forum and jurisdiction”) shall include the courts of the Republic of Ireland.

The parties agree the Annex I, Annex II, and Annex III to this Policy shall serve as the respective annexes of the parties’ SCCs.

3.3 If, in the performance of the Agreement, CONTRACTOR transfers any Protected Data to a sub-processor (which may include without limitation any affiliates of CONTRACTOR) and without prejudice to Section 7, where such sub-processor will process Protected Data outside the EEA, CONTRACTOR shall in advance of any such transfer ensure that a mechanism to achieve adequacy in respect of that processing is in place such as: (i) the requirement for CONTRACTOR to execute or procure that the third party execute on behalf of EXABEAM standard contractual clauses approved by the EU authorities under Data Protection Legislation and set out in Attachment 1; or (ii) the existence of any other specifically approved safeguard for data transfers (as recognized under the Data Protection Legislation) and/or a European Commission finding of adequacy.

4. SECURITY; AUDITS.

4.1 Security.  CONTRACTOR represents and warrants that will maintain appropriate technical and organizational safeguards against the unauthorized and unlawful Processing of Protected Data, and against accidental loss or destruction of, and damage to Protected Data, and that CONTRACTOR has developed and continues to maintain a comprehensive written security program reflecting the foregoing, which shall be provided to EXABEAM annually. Without limiting the foregoing, such security program shall detail required common controls, such as periodic secure coding training, static and dynamic testing performed, risk determinations for vulnerabilities and applications, and checkpoints in the software delivery process to ensure security testing is performed.  Safeguards shall include, but are not limited to, installation of back-up and data-loss prevention software on endpoints that receive access to Protected Data.  CONTRACTOR shall maintain controls to ensure its security posture is maintained, such as patch management, virus and malware prevention, backups, and standard equipment builds and configurations.  Solutions must be updated to ensure that only most current versions are used. CONTRACTOR agrees to comply with all EXABEAM policies and procedures, which may be communicated to CONTRACTOR from time to time.

4.2 CONTRACTOR shall minimize the use of Protected Data to the extent possible, maintain Encryption of Protected Data at rest and in transit, on any device that stores or processes information, regardless of whether Protected Data is intended to be on the device or not.  For the purposes of this Policy, “Encryption” means accepted industry standard solutions that are commercially reasonable and commercially available from industry recognized vendors, with preference given to a current minimum of AES (advanced encryption standard) and a minimum key length of 128 bits.  CONTRACTOR shall periodically review the encryption standard that is being used to ensure compliance with this Section.  Without limiting the foregoing, CONTRACTOR shall not transfer any Protected Data electronically from one location to another unless CONTRACTOR utilizes a digital certificate on the web server to enable the use of SSL and HTTPS protocols such that all internet transfers of data and screen images shall be encrypted.  The data packets containing Protected Data shall only be decrypted inside CONTRACTOR’s firewall; all data must be transferred across the internet via encrypted packets. A digital certificate on the web server shall be used to enable the use of TLS 1.2 or higher as previous versions will become obsolete and HTTPS protocols to allow for all internet transfers of data and screen images to be encrypted.  CONTRACTOR shall not transmit Protected Data via any wireless technology, e-mail, or the internet unless the connection is encrypted using industry standard algorithms or mechanisms that have not been deprecated or otherwise been shown to be vulnerable to attack.  CONTRACTOR shall maintain appropriate technological, procedural, and administrative measures so that all Protected Data is encrypted when in transit across the public internet between CONTRACTOR and EXABEAM.  Data stores for passwords and PINs must be configured to provide the highest level of integrity possible.  Passwords and PINs (including nonhuman and temporary passwords/PINs) must be stored in an encrypted format.

4.3 CONTRACTOR will use multi-factor authentication for any access to Protected Data, including but not limited to any remote access connections or any application or service involving externally facing customer data.

4.4 CONTRACTOR will maintain a record retention process and business continuity plan for all Protected Data.  CONTRACTOR shall provide these policies and plans to EXABEAM upon request.

4.5 CONTRACTOR shall provide commercially reasonable assistance as EXABEAM reasonably requests (taking into account the nature of processing and the information available to CONTRACTOR) to EXABEAM in relation to: (i) EXABEAM’s obligations under Data Protection Legislation with respect to data protection impact assessments (as such term is defined in the GDPR); (ii) notifications to the Supervisory Authority and/or communications to Data Subjects by EXABEAM in response to any Security Incident (as defined below); and (iii) EXABEAM’s compliance with its obligations under the GDPR with respect to the security of processing.  

4.6 CONTRACTOR will segregate the internet environment used to provide the Solution to EXABEAM from the internet environment used by internal CONTRACTOR personnel.  CONTRACTOR shall keep all Protected Data physically and logically separated from other Protected Data.  For clarity, CONTRACTOR shall maintain physical and logical separation for each client, customer, or Affiliate’s Protected Data provided by EXABEAM.  CONTRACTOR will create its firewall rules based on the principle of least access needed.  For clarity, firewall(s) will only pass the traffic necessary for the Solution to function and any unnecessary traffic will be blocked.

4.7 CONTRACTOR, at its sole cost and expense, will retain an independent third party to conduct penetration testing of the environment on at least annual basis with remediation and patching of discovered vulnerabilities. CONTRACTOR will use a reputable third party to conduct such testing that is certified by recognized industry standards as being qualified to perform such penetrating testing.  CONTRACTOR shall provide the results of any such testing to EXABEAM and promptly take appropriate action to remedy any weaknesses, including, but not limited to, complying with EXABEAM’s recommendations to remediate and patch vulnerabilities in accordance with the following timelines based on level of criticality: 3 days for critical, 4 weeks for high, and 6 months for medium.

4.8 CONTRACTOR shall not use any mobile device, such as smartphone, USB Drive, flash memory card, and/or floppy drive for storage or processing of Protected Data without prior written approval from EXABEAM.

4.9 CONTRACTOR shall monitor network traffic patterns and correlate logs to monitor for suspicious traffic via one or more processes (e.g. Security Information and Event Management or SIEM software).

4.10 CONTRACTOR shall ensure that audit trails are enabled and active for systems and applications used to access, store, process, or transmit Protected Data.  CONTRACTOR shall also establish a process for linking all access to such systems and applications.  Additionally, CONTRACTOR shall ensure that security policies and procedures are in place to review security logs on a daily or weekly basis that follow-up to exceptions is required.  System security reports for CONTRACTOR’s network and Solution will be provided to EXABEAM upon EXABEAM’s request.  Upon EXABEAM’s request, CONTRACTOR will make available independent third-party audit reports pertaining to the systems involved in supporting the processing of Protected Data.

4.11 CONTRACTOR will notify EXABEAM in advance of any material changes in its system or technology environment, including changes to the physical location where data is stored or primary services are performed.  EXABEAM will assess changes to identify whether the change impacts its compliance with applicable regulatory requirements.  EXABEAM will notify CONTRACTOR of remediation efforts necessary to address any changes which result in noncompliance.

4.12 CONTRACTOR shall maintain controls to ensure the physical safety and security of its facilities and systems, such as uniquely identifying perimeter access controls (e.g. smartcards or biometric systems) and surveillance.  Access to areas containing Protected Data shall be restricted based on the principle of least privilege.  Access to server rooms and data centers shall be secured by multi-factor authentication.

4.13 Certifications.  CONTRACTOR shall use external auditors to verify the adequacy of its security measures.  This audit will be performed: (i) at least annually; (ii) according to Service Organization Control (SOC) 2 Trust Services Principles or such other comparable standards and (iii) by an independent third party authorized to perform such audits in the relevant industry at CONTRACTOR’s selection and expense.  CONTRACTOR shall provide updates on workstation compliance and certification status to EXABEAM on a quarterly basis.  CONTRACTOR will use only securely configured, corporate-owned devices (i.e. non-BYOD or hybrid work/personal-use devices) to connect to EXABEAM networks and systems or to access, process, or use Protected Data.

4.14 Audit Procedure.  CONTRACTOR shall provide reasonable cooperation and assistance to EXABEAM and/or its auditors to allow EXABEAM to meet applicable requirements under the Data Protection Legislation.  In order for EXABEAM to exercise its right of audit under the Data Protection Legislation, CONTRACTOR will provide upon request: (i) an audit report not older than 12 months by a registered and independent external auditor demonstrating that CONTRACTOR’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard such as ISO 27001 or SOC2); and (ii) additional information in CONTRACTOR’s possession or control which relates to the data processing activities carried out by CONTRACTOR under this Policy, as required, and requested by an EU supervisory authority.

EXABEAM shall have the right, no more than once annually, to audit and inspect CONTRACTOR, and CONTRACTOR’s subcontractors (if any), to ensure compliance with the terms of the Agreement including, but not limited to, compliance with this Policy; provided, however, that EXABEAM may audit more than once annually in the event of a security breach.  CONTRACTOR agrees to cooperate with EXABEAM with respect to any such audit or inspection, which may include providing EXABEAM with all information necessary to demonstrate compliance with this Policy.

EXABEAM shall give CONTRACTOR reasonable notice of any audit or inspection to be conducted under this Policy and shall make reasonable endeavors to avoid causing (or, if cannot avoid, to minimize) any disruption to CONTRACTOR’s business while its personnel are on those premises in the course of such audit or inspection; provided, however, that the aforementioned notice requirement will not apply in the event of a security breach, or if CONTRACTOR is in material breach of any of its obligations under this Policy, the Agreement, or any Data Protection Legislation.

4.15 Records.  CONTRACTOR shall, as required by Data Protection Legislation, make available to EXABEAM such information in CONTRACTOR’s possession or control as EXABEAM may reasonably request in order to demonstrate CONTRACTOR’s compliance with the obligations of data processors under the Data Protection Legislation in relation to its processing of Protected Data.

4.16 Deletion.  As soon as reasonably practicable following, and in any event within thirty (30) days (or sooner upon request by EXABEAM) of termination or expiration of the Agreement or any applicable term thereunder, CONTRACTOR will delete all of CUSTOMER’s Protected Data (including copies thereof) received, accessed, or processed pursuant to this Policy.  Notwithstanding, CONTRACTOR shall delete all Protected Data upon written request by EXABEAM.  CONTRACTOR shall provide a certification of data destruction promptly, but in no event later than ten (10) days, upon destruction.

Measures to delete Protected Data shall, at a minimum, include:

(a) burning, pulverizing, or shredding papers containing Protected Data so that the information cannot practicably be read or reconstructed;

(b) ensuring the destruction or erasure of electronic media containing Protected Data so that the information cannot practicably be read or reconstructed; and/or

(c) ensuring that any third party who performs the activities described in (a) and (b) on behalf of CONTRACTOR above does so in a manner consistent with this Policy.

CONTRACTOR shall ensure that it does not retain Protected Data unless otherwise mandated under this Policy or applicable law.  Subject to the foregoing, CONTRACTOR’s disposal policy shall require that such information is reviewed and destroyed on a routine basis, which shall be no less than weekly.

4.17 PCI DSS. CONTRACTOR shall maintain compliance with the PCI DSS in accordance with the published PCI DSS.  CONTRACTOR shall maintain such PCI compliance on an annual basis, at CONTRACTOR’s own cost, and, upon request, provide EXABEAM with the following adequate documentation to demonstrate its compliance with such standards.  EXABEAM shall have the right to audit CONTRACTOR annually in order to validate PCI DSS compliance, including completing any third-party audit required as part of a forensic investigation.  This right to audit shall be in addition to any other audit rights set out herein.

4.18 CCPA. If CONTRACTOR processes Protected Data of California residents, CONTRACTOR will strictly comply with CCPA.  Specifically, CONTRACTOR agrees that: (a) CONTRACTOR acts solely as service provider (as defined in CCPA) in relation to Protected Data of California residents, and EXABEAM alone determines the purposes and means of the processing of Protected Data: (b) CONTRACTOR will not sell (as defined in CCPA) Protected Data of California residents, and the parties acknowledge and agree that EXABEAM does not sell Protected Data to CONTRACTOR in connection with the services.  For the purposes of CCPA compliance, CONTRACTOR certifies that CONTRACTOR understands and will comply with the requirements and restrictions set forth in this Policy and, with respect to any Protected Data subject to CCPA, will not retain, use, or disclose the Protected Data: (1) for any purpose other than for the specific purpose of performing the services specified in the Agreement; or (2) outside the direct business relationship between EXABEAM and CONTRACTOR.

5. BREACH NOTIFICATION.

5.1 CONTRACTOR maintains security incident response policies and procedures and shall, to the extent permitted by law: (i) promptly, and in no event more than twenty-four (24) hours after becoming aware, notify EXABEAM of any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Protected Data transmitted, stored or otherwise processed by CONTRACTOR (a “Security Incident”); (ii) taking into account the nature of processing and the information available to CONTRACTOR at the time it became aware of the Security Incident, take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident; and (iii) provide commercially reasonable cooperation and assistance during such investigation to remediate such occurrence.

6. CONTRACTOR PERSONNEL.

6.1 CONTRACTOR shall ensure its personnel involved in the processing of Protected Data are informed of the confidential nature of the Protected Data, have received appropriate training regarding their responsibilities, and have executed written confidentiality agreements.  Without limiting the foregoing, CONTRACTOR shall implement and maintain an ongoing security awareness program to educate and train employees and authorized subcontractors, no less than annually, that materially address the security requirements of this Policy and applicable law.

6.2 CONTRACTOR shall ensure that access to Protected Data is limited to personnel involved in the provision  of the Solution and in accordance with this policy and the Agreement.  User authorization will not follow less than industry best practices, adhering to the concepts of least privilege access, business need to know individual accountability, and separation of duties when utilizing and maintaining a strong authentication mechanism.  Application and operation systems default accounts and passwords must be disabled or changed on production systems that support the Solution provided to EXABEAM prior to CUSTOMER putting such system(s) into production.  Upon request from EXABEAM, a report(s) will be provided of current system users and their access.  Users no longer requiring access to the system will be removed immediately.

6.3 CONTRACTOR shall take commercially reasonable steps to ensure the reliability of any CONTRACTOR personnel engaged in the Processing of Protected Data.

6.4 CONTRACTOR has appointed a data protection officer and governance team that it shall provide to EXABEAM.

6.5 CONTRACTOR shall comply with all applicable local, state, and federal laws in conducting background check verifications.  CONTRACTOR agrees that it shall, at a minimum, conduct the following background verifications for all CONTRACTOR personnel: (a) identification verification; (b) legal right to work in assigned country; (c) address verification; (d) employment verification of the longer the last two (2) employers or last three (3) years; (e) politically exposed person checks (PEP); (f) credit/bankruptcy checks; (f) dictatorship and media checks; (g) regulatory checks: (h) education verification, including verification of degrees, certificates, and/or diplomas; (i) federal United States felony search for the past seven (7) years (or the local equivalent for international CONTRACTOR personnel); (j) federal and country misdemeanor and felony check for the past seven (7) years (or the local equivalent for international CONTRACTOR personnel; (k) ensure that each CONTRACTOR personnel has been screened for the following: Department of Justice Sex Offender, Healthcare Sanctions (FCIS) (including the Health and Human Services Office of Inspector General, General Services Administration, Drug Enforcement Administration, Food and Drug Administration, Office of Research Integrity, TRICARE, and FDA Debarment), Global sanctions and enforcement (including Federal Bureau of Investigation, US Drug Enforcement Administration, US Department of Justice, United Nations Sanctions, US Embargo, US Defense Trade Controls, European Asset Freeze, Office of Foreign Assets Control, Federal Deposit Insurance Corporation, Financial Industry Regulatory Authority, Inc., US Securities and Exchange Commission, European Union Asset Freeze, and World Bank).

CONTRACTOR’s personnel shall not: (a) use, possess, distribute, purchase, or sell drugs or alcohol (except with proper authorization) while on EXABEAM premises or while engaged in EXABEAM business; (b) report to and/or perform work for or on behalf of EXABEAM with unauthorized drugs or alcohol in excess of .04% B.A.C. in their body; or (c) refuse to submit to routine searches of their person, their personal property, and EXABEAM or CONTRACTOR assigned property while entering on or leaving EXABEAM premises.  CONTRACTOR shall perform drug testing on personnel going on-site to EXABEAM’s premises or who are engaged in EXABEAM business.

CONTRACTOR agrees to remove and replace, for the purposes of fulfilling its obligations to EXABEAM under the Agreement, any of its personnel found to be in violation of, or reasonably suspected by EXABEAM to be in violation of, the foregoing.

7. SUBCONTRACTORS.

7.1 Subcontracting. CONTRACTOR shall not appoint subcontractors or any third parties to fulfill its contractual obligations under the Agreement or this Policy without EXABEAM’s prior written consent.

8. DATA SUBJECT REQUESTS; DELETION.

8.1 Where required under Data Protection Legislation, CONTRACTOR shall promptly notify EXABEAM if it receives a request from a Data Subject to access, rectify or erase that person’s Protected Data or if a Data subject objects to the processing of, or makes a data portability request in respect of, such Protected Data (together, “Data Subject Request”).  CONTRACTOR shall provide commercially reasonable efforts to assist EXABEAM in responding to a Data Subject Request, provided that EXABEAM has instructed EXABEAM to do so.  CONTRACTOR will not independently respond to requests from EXABEAM’s end users without EXABEAM’s prior written consent, except to confirm that the request relates to EXABEAM.  To the extent EXABEAM does not have the ability to address a Data Subject Request, CONTRACTOR shall, upon EXABEAM’s request, provide reasonable assistance to facilitate a response to such Data Subject Request.  EXABEAM agrees to pay CONTRACTOR the applicable fees for providing such assistance, at CONTRACTOR’s standard rates provided by CONTRACTOR to EXABEAM.

9. GENERAL.

9.1 Interpretation. Except as amended by this Policy, the Agreement will remain in full force and effect.  If there is a conflict between the Agreement and this Policy, this Policy shall apply so far as the subject matter concerns the processing of Protected Data.

9.2 Severability. If any provision of this Policy is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of terms will remain in full effect.

9.3 Governing law and jurisdiction. This Policy is governed by the law of the Agreement.

9.4 Indemnification.  Notwithstanding any limitation of liability provided in this or any other agreements, including statements of work, between the parties, CONTRACTOR shall indemnify, defend, and hold harmless EXABEAM and its officers, trustees, employees, affiliates, agents, subcontractors, and any of its customers, from any and all claims, penalties, fines, costs, liabilities, or damages, including but not limited to reasonable attorney fees, incurred by EXABEAM arising from or in connection with: (i) CONTRACTOR’s violation of any obligations under this Policy or any access, use, or disclosure of Protected Data contrary to the provisions of this Policy; or (ii) any government fines and penalties, or third party claims, damages, fines, costs, or other related harm associated with a breach of violation of applicable law. Notwithstanding anything to the contrary in the Agreement, any breach of this Policy by CONTRACTOR and the foregoing indemnification obligations shall not be subject to any limitation of liability set forth in the Agreement.

ANNEX 1

STANDARD CONTRACTUAL CLAUSE

A. LIST OF PARTIES

Data exporter(s): The data exporter is EXABEAM Inc. (“EXABEAM”)

Data importer(s): The data importer is the party identified as the CONTRACTOR.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred.

The categories of data subjects include the data exporter’s customers (the controllers) and their employees, including members of Customer’s active directory, which may be internal or external, or other individuals the controllers elects to monitor through the use of Exabeam’s Products.

………………………..

Categories of personal data transferred. The personal data transferred may concern the following categories of data (only applicable if the data subjects are natural persons):

First and last name

Contact Information (including postal address, email address, phone)

Company and/or employer

Title and/or position

Additional data as entered in the discretion of the data exporter

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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.

Sensitive data will only be entered in the discretion of the controller. Such sensitive data may include health information such as PHI as such term is defined under HIPAA.

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The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous  basis).

In the discretion of the data exporter.

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Nature of the processing

The processing will comprise of only the activities necessary to provide the Solution to EXABEAM.

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Purpose(s) of the data transfer and further processing

The processing will comprise of only the activities necessary to provide the Solution to EXABEAM.

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The period for which the personal data will be retained, or, if that is not possible, the criteria  used to determine that period

The duration of the processing will be until the earlier of: (i) expiration or termination of the Agreement; or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement, unless otherwise agreed in writing.

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For transfers to (sub-) processors, also specify subject matter, nature and duration of the     processing.

Processing by subprocessors is as necessary to allow EXABEAM to fulfil its rights and obligations set forth in the Agreement or this Policy.

The duration of the processing by sub-processors will be until the earlier of: (i) expiration or termination of the Agreement; or (ii) the date upon which processing is no longer necessary for the purposes of either party performing its obligations under the Agreement, unless otherwise agreed in writing.

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C. COMPETENT SUPERVISORY AUTHORITY 

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

See Section 3.2 of this Policy.

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ANNEX II

The supplemental measures to be implemented by the data importer are as follows:

  1. Adherence to Exabeam’s Vendor Data Security Policy, available at https://www.exabeam.com/vendor-data-security-policy/;
  2. Single geolocation for storage;
  3. Maintenance of SOC 2 Type II certification;
  4. Data encrypted at rest and in transit with NIST encryption standards; and
  5. NIST deletion methods.

The data exporter shall be entitled to amend this Annex II and/or provide additional instructions for processing from time to time by providing written notice. The data importer shall ensure any authorized sub-processors of the data importer comply with and implement the measures set forth in this Annex II.

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ANNEX III

I. LIST OF SUB-PROCESSORS

CONTRACTOR will ensure that EXABEAM is provided a list of its current sub-processors.

II. NOTICE

Notification of changes to the sub-processor shall be provided in accordance with the SCCs and shall be sent via e-mail to dpo@exabeam.com