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This Data Privacy and Security Agreement ("DPSA") Schedule governs the privacy and security of Personal Data Processed by HPE in connection with the Services on Customer’s behalf and is made a part of the agreement between HPE and Customer, or if no agreement exists, HPE’s standard terms and conditions (“Agreement”).

1. This DPSA forms part of the Agreement. To the extent there are any conflicts between the terms of this DPSA and the Agreement, the DPSA shall prevail.
2. Definitions:
   1. “Personal Data” or “Customer Personal Data” means any (Customer) information relating to an identified or identifiable natural persons or as otherwise defined in applicable Privacy Laws.
   2. “Business Contact Data” means contact information of Customer's representatives for invoicing, billing, and other business inquiries, (ii) information on Customer's usage of Services, and (iii) other information that HPE collects and needs to communicate with Customer.
   3. “Privacy Laws” mean all applicable laws and regulations relating to the Processing of Personal Data and privacy that may exist in the relevant jurisdictions.
   4. “Controller” means the natural or legal person, public authority, agency, or any other body which alone or jointly with others determines the purposes and means of the Processing of Personal Data in accordance with applicable Privacy Law.
   5. “Processor” means any natural or legal person, public authority, agency, or other body which Processes Personal Data on behalf of a Controller or on the instruction of another Processor acting on behalf of a Controller.
   6. “Process,” “Processing,” or “Processed” means an operation or set of operations performed on or with Personal Data whether or not by automatic means (including, without limitation, accessing, collecting, recording, organizing, retaining, storing, adapting or altering, retrieving, consulting, using, disclosing, making available, aligning, combining, blocking, erasing, and destroying Personal Data) and any equivalent definitions in Privacy Law to the extent that such definition should modify this definition.
   7. “Services” means HPE support services and/or cloud based solutions acquired by Customer from HPE or and HPE authorized reseller.
   8. "Relevant Countries" means the United Kingdom (once the United Kingdom has ceased to be a member state of the EU) and where the United Kingdom has not been given an adequacy finding pursuant to Article 45 of the GDPR, and all other countries that are not member of the European Union or EEA.
   9. “BCR-P” means the Intercompany Agreement and the applicable policies and procedures which form HPE's Binding Corporate Rules for Processors as they apply to Customer and as developed, amended or updated by HPE from time to time in accordance with the applicable Working Documents adopted by the Article 29 Working Party (and subsequently the European Data Protection Board). A copy of the documentation comprising the BCR-P, which is incorporated by reference and is an integral part of this DPSA, would be made available by HPE upon a Customer’s written request.
   10. “Intercompany Agreement” means the agreements executed among the different HPE affiliates and subsidiaries adhering to the BCR-P. A copy of the Intercompany Agreement would be made available by HPE upon a Customer’s written request.
   11. “Special Category Data” Means EU Customer Personal Data which relates to an individual's racial/ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health, sexual life, biometric data (if used for the purpose of uniquely identifying an individual) or genetic data.
3. Appointment and Instructions:
   1. HPE shall Process Customer Personal Data as necessary to provide the Services and to meet HPE's obligations under this DPSA, the Agreement, and applicable Privacy Law as a service provider and Processor of Customer Personal Data. Details of the Processing including the subject matter, purpose and duration of the Processing the types of personal data and categories of data to whom the data are set out in Exhibit A
   2. HPE shall Process Customer Personal Data in accordance with Customer’s instructions as set out in this DPSA, the Agreement, or other documented instructions between HPE and Customer. Potential costs and charges associated with such additional instructions shall be agreed pursuant to the terms of the Agreement.
   3. HPE may Process Customer Personal Data other than on the instructions of Customer if it is required under law applicable to HPE. In this situation, HPE shall inform Customer of such a requirement before HPE Processes Customer Personal Data unless the law prohibits this on important grounds of public interest. If HPE is unable to comply with Customer’s instructions or this DPSA due to changes in legislation or, if HPE believes (without having to conduct a comprehensive legal analysis) that any instruction from Customer will violate applicable law or for any other reason, HPE shall promptly notify Customer in writing.
   4. HPE acknowledges that HPE has no right, title, or interest in Customer Personal Data (including all intellectual property or proprietary information contained therein). HPE may not sell, rent, or lease Customer Personal Data to anyone.
   5. If Customer uses the Services to Process any categories of data not expressly covered by this DPSA, Customer acts at its own risk and HPE shall not be responsible for any potential compliance deficits related to such use.
4. Compliance with laws
   1. The Parties shall at all times comply with their respective obligations under this DPSA and Privacy Laws that apply to their respective processing of Personal Data. In addition, if HPE interacts with Protected Health Information as defined under the Health Insurance Privacy and Portability Act, the parties agree to comply with the terms of the Business Associate Agreement found at hpe.com/info/customer-privacy.html.
   2. HPE shall also comply with all applicable laws and HPE’s privacy policy with respect to the Processing of Business Contact Data and use Business Contact Data only for legitimate business purposes, including, without limitation, invoicing, collections, service usage monitoring and optimization, service improvements, maintenance, support, communications relating to contract renewals (directly or through a subprocessor acting on HPE’s behalf or an HPE approved reseller for contract renewal purposes), and information about new and additional services.
   3. Where HPE discloses its personnel’s personal data to Customer or HPE personnel provide their personal data directly to Customer, which Customer Processes to manage its use of the Services, Customer shall Process that data in accordance with its privacy policies and applicable Privacy Laws. Such disclosures shall be made by HPE only where lawful for the purposes of contract management, service management, or Customer’s reasonable and lawful background screening verification or security purposes.
5. Security
   1. HPE shall implement and maintain the physical, technical, and organizationalsecurity measures set out in Exhibit A, as may be supplemented or modified in the applicable transaction document, to protect Customer Personal Data and Business Contact Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, or access.
   2. Customer acknowledges that HPE may change the security measures through the adoption of new or enhanced security technologies and authorises HPE to make such changes provided that they do not diminish the level of protection. HPE shall make information about the most up to date security measures applicable to the Services available to Customer upon request.
6. Subprocessing and Location of Processing
   1. Customer authorises HPE to engage affiliated and unaffiliated subprocessors (“Subprocessors”) to perform some or all of its obligations under the Agreement. Only where necessary to provide the Services, HPE will provide its Subprocessors with access to Customer Personal Data.
   2. The Subprocessors, if any, applicable to the Services and location of processing can be found at hpe.com/info/customer-privacy.html and are deemed as approved by Customer. Customer will subscribe to HPE’s notification tool on the above website, and in the event of changes to approved Subprocessors, HPE will notify Customer via the notice subscription tool. Customer shall have ten (10) business days from receipt of the information on Subprocessors to object to the appointment or replacement of a Subprocessor, and the parties shall use all reasonable endeavours to resolve Customer’s objection. If the parties fail to resolve Customer’s objection within a reasonable period of time, the matter shall be addressed pursuant to the dispute resolution procedure in the Agreement. In case HPE and customer fail to agree on an amicable resolution to the proposed subprocessor change, HPE shall have a right to terminate the contract without further obligations.
   3. HPE shall conduct appropriate due diligence of its Subprocessors and execute valid, enforceable, and written contracts with Subprocessors requiring the Subprocessor to abide by terms no less protective than those in this DPSA regarding the Processing and protection of Customer Personal Data (including the privacy and security terms substantially similar to those in HPE Binding Corporate Rules for Processors and/or EU Model Contract terms relating to data importers in the case of an onward transfer of EU, EEA, or Swiss Personal Data to a non-adequate country).
   4. HPE remains responsible for the acts and omissions of the affiliates and Subprocessors it engages to provide the Services to Customers giving rise to a breach of this DPSA as if they were its own acts or omissions.
7. Audit and Assurance
   1. HPE shall arrange for audits of HPE's data Processing and protection practices to confirm compliance with applicable Privacy Law by reputable third party auditors and provide Customer with a report summary and additional information on request.
   2. Customer shall have the right to conduct additional audits of HPE’s compliance with its obligations under this DPSA in accordance with the Agreement. The audit rights are generally exercised in consultation with HPE. HPE is obliged to assist Customer in such audits and any audits of the competent authorities. These audits must be carried out in consideration of the business processes and HPE's need for security and confidentiality.
   3. Certain information about HPE’s security standards and practices are sensitive confidential information which will not be disclosed by HPE to Customer. Upon request, HPE agrees to respond, no more than once per year, to a reasonable information security questionnaire concerning security practices specific to the Services provided hereunder.
   4. On Customer’s request, HPE shall within a reasonable timeframe make appropriate information available to Customer to demonstrate its compliance with applicable Privacy Law, save where that information is readily available to Customer directly through its use of the Services.
8. Providing Customer Assistance
   1. At Customer's request HPE shall cooperate with Customer and provide Customer with assistance necessary to facilitate the Processing of Customer Personal Data in compliance with Privacy Laws applicable to Customer in relation to HPE Services, including by way of example:
      1. assist Customer by implementing appropriate and reasonable technical and organizational measures, insofar as this is possible, to assist with Customer's obligation to respond to requests from individuals seeking to exercise their rights under the Privacy Laws applicable to Customer;
      2. provide reasonable assistance to Customer in Customer's assessment and implementation of appropriate technical and organizational measures to ensure a level of security appropriate to the risks represented by the Processing and the nature of Customer Personal Data;
      3. the notification of Security Incidents pursuant to Exhibit A;
      4. provide reasonable assistance to Customer in carrying out a privacy impact assessment.
   2. If Customer requests cooperation or assistance pursuant to this Section, Customer shall notify HPE in writing of the requirements and formulate Customer's instructions. HPE shall respond within a reasonable period of time and provide Customer with approximate time and fee estimates for the implementation of any changes necessary to accommodate Customer's compliance needs. To the extent that compliance with this Section constitutes a change to the scope of the Services, the parties shall, acting reasonably, agree on appropriate change order.
9. Data Quality, Retrieval and Destruction, Repair, or Replacement Service
   1. To the extent that Customer is not able to access Customer Personal Data itself, HPE shall on Customer’s written request (i) update, correct, or delete Customer Personal Data; and/or (ii) provide copies of Customer Personal Data.
   2. Upon termination of the Agreement, HPE shall at the election of Customer return or delete Customer Personal Data and HPE shall not retain copies of Customer Personal Data unless otherwise agreed with Customer or where it is required to do so under applicable law, in which case HPE shall stop actively Processing the data and maintain the security and confidentiality of the data.
   3. With regard to the repair or replacement of data carriers (server, hard-disks, SSD, flash-disks, memory etc.), Customer will either purchase the optional (C)DMR Service or adequately wipe (following the NIST Standard) carriers prior to providing them to HPE.

Exhibit A – HPE Networking Instant On Offering

In this Exhibit, HPE describes the terms specific to different HPE Networking Instant On offerings, including its commitment to technical and organizational security measures to protect Customer Personal Data.

Please see specific data privacy Product Data Sheet.

1. 1. Duration of Processing: HPE shall process Customer Personal Data for the duration of the applicable transaction document.
   2. Security Measures: HPE shall maintain the following information and physical security program for the protection of Customer Personal Data (the “HPE Security Program”).
      1. Computers, servers and networking hardware have reasonable up-to-date versions of system security software which may include host firewall, anti-virus protection, and up-to-date patches and virus definitions. Softwareis configured to scan for and promptly remove or fix identified findings. HPE maintains logs of various components of the infrastructure and an intrusion detection system to monitor, detect, and report misuse patterns, suspicious activities, unauthorized users, and other actual and threatened security risks.
      2. Employees and contractors are trained on HPE’s privacy and security policies and made aware of their responsibilities with regard to privacy and security practices. HPE employees and contractors are contractually bound to maintain the confidence of Customer Personal Data and comply with applicable HPE policies, standards, or requirements in relation to the Processing of Customer Personal Data. Failure to comply with those policies, standards, or requirements will be subject to investigation which may result in disciplinary action up to and including termination of employment or engagement by HPE.
      3. In the event HPE confirms a security breach leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Customer Personal Data (“Security Incident”), HPE will:
         1. without undue delay, notify Customer of the Security Incident. HPE will provide Customer with updates on the status of the Security Incident until the matter has been remediated. The reports will include, without limitation, a description of the Security Incident, actions taken, and remediation plans. If Customer becomes aware of a Security Incident that affects the Services, Customer shall promptly notify HPE of such and inform HPE of the scope of the Security Incident. Notice shall be provided to HPE Security Operations Center via email at security@hpe.com.
         2. at the request and cost of the Customer, (i) provide reasonable assistance to the Customer in notifying a security breach to the supervisory authority competent under the Privacy Laws applicable to the Customer; and (ii) provide reasonable assistance to the Customer in communicating a data breach to data subjects in cases where the data breach is likely to result in a high risk to the rights and freedoms of individuals.
   3. International Transfers of EU Customer Personal Data
      1. Customer acknowledges that as part of the Services the EU Customer Personal Data may be processed in a Relevant Countries.
      2. Where this involves any HPE company based in a Relevant Countries and Customer is established in the EU/ EEA, Customer wishes to rely on HPE's BCR-P in relation to the transfer of the EU Customer Personal Data to the Relevant Countries in connection with the provision of the Services.
      3. Accordingly, the parties have agreed as follows:
         1. HPE (and any other HPE company whom the Customer authorizes to Process EU Customer Personal Data pursuant to Clause 1.3 of this DPSA) may receive and/or transfer EU Customer Personal Data to the Relevant Countries in accordance with the BCR-P; and
         2. the BCR-P shall be binding to the Customer by means of the third party rights set out in Clause 4.1 of the BCR-P which shall include the right to enforce the BCR-P against HPE or HPE affiliates or subsidiaries, including judicial remedies and the right to receive compensation.
      4. Customer shall:
         1. ensure that if the transfer involves Special Category Data, that EU Data Subjects have been informed of the transfer, or will be informed before the transfer, that this Special Category Data could be transmitted to a Relevant Countries; and
         2. inform EU Data Subjects regarding the existence of Processors outside of the EU/EEA and of Customer's reliance on the BCR-P as required by Privacy Laws and shall make available to EU Data Subjects upon request a link to HPE's BCR Rights Notice at https://www.hpe.com/uk/en/privacy/binding-corporate-rules.html.

Data Processing and Security Data Sheet HPE Networking Instant On

Additional information in connection with Data Processing and Security is provided below.