Data Processing Agreement

WHEREAS 

(A) The Company acts as a Data Controller.  

(B) The Company wishes to subcontract certain Services, which imply the  processing of personal data, to the Data Processor. 

(C) The Parties seek to implement a data processing agreement that complies  with the requirements of the current legal framework in relation to data  processing and with the Regulation (EU) 2016/679 of the European  Parliament and of the Council of 27 April 2016 on the protection of natural  persons with regard to the processing of personal data and on the free  movement of such data, and repealing Directive 95/46/EC (General Data  Protection Regulation).  

(D) The Parties wish to lay down their rights and obligations. IT IS AGREED AS FOLLOWS: 

1. Definitions and Interpretation 

1.1 Unless otherwise defined herein, capitalized terms and expressions used  in this Agreement shall have the following meaning: 

1.1.1 "Agreement" means this Data Processing Agreement and all  Schedules; 

1.1.2 "Company Personal Data" means any Personal Data  Processed by a Contracted Processor on behalf of Company  pursuant to or in connection with the Principal Agreement;  

1.1.3 "Contracted Processor" means a Subprocessor;

1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of  any other country; 

1.1.5 "EEA" means the European Economic Area; 

1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as  transposed into domestic legislation of each Member State and  as amended, replaced or superseded from time to time,  including by the GDPR and laws implementing or supplementing  the GDPR; 

1.1.7 "GDPR" means EU General Data Protection Regulation  2016/679; 

1.1.8 "Data Transfer" means: 

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or 

1.1.8.2 an onward transfer of Company Personal Data from a  Contracted Processor to a Subcontracted 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); 

1.1.9 "Services" means the AI-driven recruitment services, including automated candidate engagement, pre-screening, conversational voice/text interviews, and candidate evaluation services the  Company provides.  

1.1.10 "Subprocessor" means any person appointed by or on behalf of  Processor to process Personal Data on behalf of the Company in  connection with the Agreement. 

1.2 The terms, "Commission", "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. 

2. Processing of Company Personal Data 

2.1 Processor shall: 

2.1.1 comply with all applicable Data Protection Laws in the Processing  of Company Personal Data; and 

2.1.2 not Process Company Personal Data other than on the relevant  Company’s documented instructions. 

2.2 The Company instructs Processor to process Company Personal Data. 3. Processor Personnel 

Processor shall take reasonable steps to ensure the reliability of any  employee, agent or contractor of any Contracted Processor who may have  access to the Company Personal Data, ensuring in each case that access  is strictly limited to those individuals who need to know / access the  relevant Company Personal Data, as strictly necessary for the purposes of  the Principal 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 

4.1 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, Processor shall in relation to the Company Personal Data  implement appropriate technical and organizational measures to ensure a  level of security appropriate to that risk, including, as appropriate, the  measures referred to in Article 32(1) of the GDPR. 

4.2 In assessing the appropriate level of security, Processor shall take account  in particular of the risks that are presented by Processing, in particular  from a Personal Data Breach. 

5. Subprocessing 

5.1 Processor shall not appoint (or disclose any Company Personal Data to)  any Subprocessor unless required or authorized by the Company.  

6. Data Subject Rights 

6.1 Taking into account the nature of the Processing, Processor shall assist  the Company by implementing appropriate technical and organisational  measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to  requests to exercise Data Subject rights under the Data Protection Laws. 

6.2 Processor shall: 

6.2.1 promptly notify Company if it receives a request from a Data  Subject under any Data Protection Law in respect of Company  Personal Data; and 

6.2.2 ensure that it does not respond to that request except on the  documented instructions of Company or as required by  Applicable Laws to which the Processor is subject, in which case  Processor shall to the extent permitted by Applicable Laws 

inform Company of that legal requirement before the Contracted  Processor responds to the request. 

7. Personal Data Breach 

7.1 Processor shall notify Company without undue delay upon Processor  becoming aware of a Personal Data Breach affecting Company Personal  Data, providing Company with sufficient information to allow the Company  to meet any obligations to report or inform Data Subjects of the Personal  Data Breach under the Data Protection Laws. 

7.2 Processor shall co-operate with the Company and take reasonable  commercial steps as are directed by Company to assist in the  investigation, mitigation and remediation of each such Personal Data  Breach. 

8. Data Protection Impact Assessment and Prior Consultation 

Processor shall provide reasonable assistance to the Company with any  data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which  Company reasonably considers to be required 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 Company Personal Data by, and  taking into account the nature of the Processing and information available  to, the Contracted Processors. 

9. Deletion or return of Company Personal Data 

9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the  Processing of Company Personal Data (the "Cessation Date"), delete and  procure the deletion of all copies of those Company Personal Data. 

9.2 Processor shall provide written certification to Company that it has fully  complied with this section 9 within 10 business days of the Cessation  Date. 

10. Audit rights 

10.1 Subject to this section 10, Processor shall make available to the Company  on request all information necessary to demonstrate compliance with this  Agreement, and shall allow for and contribute to audits, including  inspections, by the Company or an auditor mandated by the Company in  relation to the Processing of the Company Personal Data by the  Contracted Processors. 

10.2 Information and audit rights of the Company only arise under section 10.1  to the extent that the Agreement does not otherwise give them  information and audit rights meeting the relevant requirements of Data  Protection Law.

11. Data Transfer 

11.1 The Processor may not transfer or authorize the transfer of Data to  countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data  processed under this Agreement is transferred from a country within the  European Economic Area to a country outside the European Economic  Area, the Parties shall ensure that the personal data are adequately  protected. To achieve this, the Parties shall, unless agreed otherwise, rely  on EU approved standard contractual clauses for the transfer of personal  data. 

12. General Terms 

12.1 Confidentiality. Each Party must keep this Agreement and information it  receives about the other Party and its business in connection with this  Agreement (“Confidential Information”) confidential and must not use  or disclose that Confidential Information without the prior written consent  of the other Party except to the extent that: 

(a) disclosure is required by law; 

(b) the relevant information is already in the public domain. 

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by  email to the address or email address set out in the heading of this  Agreement at such other address as notified from time to time by the  Parties changing address.

13. Governing Law and Jurisdiction 

13.1 This Agreement is governed by the laws of New York, USA. 

13.2 Any dispute arising in connection with this Agreement, which the Parties  will not be able to resolve amicably, will be submitted to the exclusive  jurisdiction of the courts of New York, USA, subject to possible  appeal to the applicable appellate courts of New York.. 

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date  first set out below. 

Redsnack Technologies Inc (doing business as HeyMilo AI)

Signature ______________________________ 

Name: ________________________________ 

Title: _________________________________ 

Date Signed: ___________________________ 

Processor Company 

Signature ______________________________ 

Name _________________________________ 

Title __________________________________ 

Date Signed ____________________________