GD

PR

Data Processing Agreement — Your Company

This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between

Friends Studios srl

(the “Company”)

and

_____________________

_____________________

_____________________

(the “Data Processor”)

(together as the “Parties”)

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, capitalised 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 Sub-processor;

Data Processing Agreement — Your Company

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as amended, replaced or superseded from time to time,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 services the

Company provides.

1.1.10 "Sub-processor" 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.

Data Processing Agreement — Your Company

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

Data Processing Agreement — Your Company

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.

Data Processing Agreement — Your Company

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.

 

Data Processing Agreement — Friends Studios srl

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of Romania.

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 Romania, subject to possible

appeal to Romanian Court of Justice.

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date

first set out below.

Friends Studios srl

Signature ______________________________

Name: Radu Enache

Title: Manager

Date Signed: 20.11.2019

Processor Company

Signature ______________________________

Name _________________________________

Title __________________________________

Date Signed ____________________________

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FRIENDS STUDIOS is a production agency with offices in Bucharest, offering small to large-scale production and coordination of e-commerce, editorial and advertising photo shoots, film and digital content creation. FRIENDS STUDIOS is part of MAJOR Group
©2019. FRIENDS Studios. All rights reserved.