1.1.11 “Personal Data” means the personal data (as defined by the Data Protection Legislation) shared by Cleveland Clinic London with the Data Receiver under this Agreement, as described in Exhibit A;

1.1.12 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data;

1.1.13 “Representative” means the representative identified in Exhibit A or as otherwise notified by that party to the other from time to time;

1.1.14 “Term” means from the Effective Date until this Agreement terminates or Cleveland Clinic London eliminates Data Receiver’s access to DrConnect; and

1.1.15 “Controller”, “Processor”, “Processing”, “Supervisory Authority” and “appropriate technical and organisational measures” shall have the meanings given to them in the Data Protection Legislation.

1.2 In this Agreement:

1.2.1 unless the context requires otherwise, the singular shall include the plural and vice versa,

1.2.2 the words "including", "other", "in particular", "for example" and similar words shall not limit the generality of the preceding words and shall be construed as if they were immediately followed by the words "without limitation"; and

1.2.3 reference to any legislative and statutory requirement or similar instrument is a reference to that law as amended, extended, consolidated or re-enacted from time to time.

2 ACCESS AND LICENSES

2.1 Cleveland Clinic London grants a limited, non-exclusive, non-sublicensable, non-transferable license to each Data Receiver user specifically authorized by Cleveland Clinic London to view DrConnect (and any data accessed via DrConnect) (i) for a Data Receiver other than a Payer, for the provision of medical care and the scheduling of appointments related to medical care, and (ii) for a Data Receiver that is a Payer, for purposes of receiving information related to the Data Receiver paying Cleveland Clinic London for services provided to patients that have agreed that Cleveland Clinic London should share information with such Payer. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of DrConnect and the associated services or data contained therein, making any derivative of DrConnect or the associated services or data contained therein, the collection and use of user e-mail addresses or other user information, including, without limitation, health information or any data extraction or data mining whatsoever. Due to the highly sensitive nature of the data and information Data Receiver will access through DrConnect, the license to use Cleveland Clinic London's Electronic Medical Records via DrConnect is limited to use within Data Receiver’s identified office. You specifically agree not to access DrConnect from any other access point, including without limitation, using mobile devices, tablets or laptops (i.e, in airports or public internet kiosks). You hereby agree that you are using and will continue to use appropriate electronic safeguards such as a firewalls, adware and spyware protection, up-to-date virus protection and access control (consisting of at least a UserID and a Password) on your systems that protect the confidentiality, integrity and availability of Cleveland Clinic London’s patients’ information. An administrator for Data Receiver must immediately deactivate an individual’s access to DrConnect when an individual ceases to be employed by or work for Data Receiver or in a capacity requiring access to DrConnect.

3 STATUS OF THE PARTIES

3.1 Save as set out in this Agreement, the Data Receiver is responsible for determining the purposes for which and manner in which it will Process the Personal Data after receipt from Cleveland Clinic London. Accordingly, the Data Receiver acknowledges that it will be acting as a Controller in its own right in respect of its Processing of the Personal Data.

4 Term and termination

4.1 This Agreement shall commence on the Effective Date and shall, unless terminated earlier under this clause 12, continue for the Term.

4.2 Either party may terminate this Agreement at any time for any reason. Data Receiver may terminate this Agreement by providing written notice to Cleveland Clinic London. Cleveland Clinic London may terminate this Agreement by providing written notice to Data Receiver or by terminating Data Receiver’s access to DrConnect.

5 WARRANTIES

5.1 The Data Receiver warrants that it has full and due authority to enter into this Agreement and that doing so will not cause it to be in breach of any other contract or order of any competent court or regulatory authority.

5.2 The Data Receiver warrants that in carrying out its obligations under this Agreement it has not and will not breach the Data Protection Legislation or do or omit to do anything that might cause the other party to be in breach of the Data Protection Legislation.

5.3 DRCONNECT AND THE CONTENT CONTAINED THEREIN ARE PROVIDED BY CLEVELAND CLINIC LONDON ON AN “AS IS” BASIS. CLEVELAND CLINIC LONDON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF DRCONNECT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, CLEVELAND CLINIC LONDON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, TITLE OR INFRINGEMENT. CLEVELAND CLINIC LONDON PERIODICALLY REVIEWS AND MODIFIES, WHERE APPROPRIATE, ITS SECURITY POLICIES AND PROCEDURES. PLEASE NOTE THAT, BY ITS NATURE, A WEBSITE CANNOT BE ABSOLUTELY PROTECTED AGAINST INTENTIONAL OR MALICIOUS INTRUSION ATTEMPTS. FURTHERMORE, CLEVELAND CLINIC LONDON DOES NOT CONTROL THE DEVICES OR COMPUTERS OR THE INTERNET OVER WHICH YOU MAY CHOOSE TO SEND CONFIDENTIAL PERSONAL INFORMATION AND CANNOT, THEREFORE, PREVENT SUCH INTERCEPTIONS OF COMPROMISES TO YOUR INFORMATION WHILE IN TRANSIT TO CLEVELAND CLINIC LONDON. CLEVELAND CLINIC LONDON PROVIDES DRCONNECT FOR YOUR USE AS IS. YOU EXPRESSLY AND SOLELY ASSUME THE SOLE RISK OF TRANSMITTING YOUR INFORMATION AS IT RELATES TO THE USE OF DRCONNECT, AND FOR ANY DATA CORRUPTIONS, INTENTIONAL INTERCEPTIONS, INTRUSIONS OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO INFORMATION, OR OF ANY DELAYS, INTERRUPTIONS TO OR FAILURES PREVENTING THE USE OF DRCONNECT.

6 INDEMNITY; limitation of liability

6.1 Data Receiver shall indemnify Cleveland Clinic London against any costs, claims, expenses (including reasonable legal costs), damages, liabilities, actions and proceedings brought against the other party by any third party (including the Data Subjects) arising out of a breach of this Agreement by the Data Receiver.

6.2 CLEVELAND CLINIC LONDON SHALL HAVE NO LIABILITY IN REGARD TO CONSEQUENTIAL, EXEMPLARY, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CLEVELAND CLINIC LONDON’S TOTAL LIABILITY IN REGARD TO OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LAW) EXCEED THE FEES PAID, IF ANY, FOR THE INCIDENT CAUSING SUCH DAMAGE.

7 NOTICES

7.1 Any notice given to a party under or in connection with this Agreement shall be in writing, addressed to that party’s Representative and shall be:

7.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

7.1.2 sent by email to the Representative.

7.2 Any notice shall be deemed to have been received:

7.2.1 if delivered by hand, on signature of a delivery receipt;

7.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

7.2.3 if sent by email, at 9.00 am on the next Business Day after transmission provided that a delivery failure notice is not received by the sending party.

7.3 This clause does not apply to the service of any proceedings or other documents in any legal action.

8 GENERAL

8.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

8.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party

8.3 Neither party will be liable for any delay in or for failure to perform its obligations under the Agreement (save in respect of payment obligations) if that delay or failure is caused by circumstances beyond its control including fires, strikes, insurrection, riots, embargoes, or regulations of any civil or military authority or any failure of public or private telecommunications networks.

8.4 The failure or delay of either party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or prevent the relevant party from exercising or enforcing the right at a later date.

8.5 No individual or entity that is not a party will have any rights under the Contracts (Rights of Third Parties) Act 1999.

8.6 If any court or competent authority decides that any provision of this Agreement is unlawful or unenforceable, the remaining provisions of the Agreement will not be affected and will remain in full force and effect.

8.7 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

8.8 If during the Term the Data Protection Legislation changes in a way that means the Agreement is no longer adequate for the purpose of governing lawful data sharing exercises, the parties agree to negotiate in good faith to review and amend the Agreement in the light of the new legislation.

8.9 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

8.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

DATA PROTECTION TERMS

The following terms set forth in Clauses 9 through 16 apply only to Data Receivers other than Payers.

9 DATA SHARING ARRANGEMENTS

The details and aims of the data sharing arrangements governed by this Agreement are set out in Exhibit A.

10 PERSONAL DATA

10.1 The Data Receiver agrees that it will only Process the Personal Data for the Agreed Purpose and in accordance with any access and Processing restrictions as agreed and established between the parties.

10.2 The parties acknowledge and agree that the Personal Data must not be irrelevant or excessive with regard to the Agreed Purposes.

11 FAIR AND LAWFUL PROCESSING

11.1 Each party shall ensure that it Processes the Personal Data fairly and lawfully in accordance with the Data Protection Legislation during the Term and has legitimate grounds under the Data Protection Legislation for that Processing.

11.2 The Data Receiver undertakes to inform the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which it will Process their Personal Data, the legal basis for the Processing and all other information required by the Data Protection Legislation, to ensure that the Data Subjects understand how their Personal Data will be Processed by the Data Receiver.

12 DATA SUBJECTS’ RIGHTS

12.1 The parties acknowledge that the Data Subjects have the right to obtain certain information about the Processing of their Personal Data under the Data Protection Legislation.

12.2 Each party shall maintain a record of individual requests for information and/or the exercise of rights by Data Subjects received by that party, the decisions made and any information that was exchanged.

12.3 Each party agrees to provide such assistance to the other party as it reasonably requires to enable it to comply, within the relevant time limits, with requests or other communications from Data Subjects in respect of their rights under the Data Protection Legislation.

13 DATA RETENTION AND DELETION

13.1 The Data Receiver shall not Process or retain the Personal Data for longer than is necessary to carry out the Agreed Purposes.

13.2 The Data Receiver shall ensure that any Personal Data are returned to Cleveland Clinic London or destroyed in accordance with the agreed Deletion Procedure once Processing of the Personal Data is no longer necessary for the Agreed Purpose.

13.3 Where the Personal Data is destroyed by the Data Receiver pursuant to clause 8.2, the Data Receiver shall notify Cleveland Clinic London that the Personal Data in question has been destroyed in accordance with the Deletion Procedure.

14 TRANSFERS

14.1 If the Data Receiver is located outside the United Kingdom or the European Economic Area (EEA), both parties agree to comply with the Standard Contractual Clauses attached hereto as Exhibit B. If the Data Receiver is located in either the United Kingdom or the European Union, the Standard Contractual Clauses do not apply.

14.2 The Data Receiver shall not disclose or transfer the Personal Data to any third party without the prior written consent of Cleveland Clinic London. For the avoidance of doubt, a disclosure or transfer to a third party shall include subcontracting the Processing of the Personal Data to a third party sub-processor and granting a third party controller access to the Personal Data.

14.3 The Data Receiver shall not disclose or transfer the Personal Data outside the United Kingdom or EEA without the prior written consent of Cleveland Clinic London.

15 SECURITY AND TRAINING

15.1 The parties shall, having regard to the state of technological development and the cost of implementing such measures, have in place appropriate technical and organisational security measures in order to:

15.1.1 prevent:

(i) unauthorised or unlawful processing of the Personal Data; and

(ii) the accidental loss or destruction of, or damage to, the Personal Data; and

15.1.2 ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

(ii) the nature of the Personal Data to be protected.

15.2 The parties agree that, for the purposes of this Agreement, the appropriate technical and organisational measures required by clause 10.1 shall include the measures set out in Exhibit A.

15.3 It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and Process the Personal Data in accordance with the technical and organisational security measures and the Data Protection Legislation. The level, content, and regularity of such training shall be proportionate to the staff members’ role, responsibility, and frequency with respect to their handling and Processing of the Personal Data.

16 DATA SECURITY BREACHES AND REPORTING PROCEDURES

16.1 Data Receiver shall:

16.1.1 comply with its obligation to report a Personal Data Breach to the appropriate Supervisory Authority and (where applicable) the relevant Data Subjects under the Data Protection Legislation (including Article 33 of the UK GDPR);

16.1.2 within twenty-four (24) hours, inform Cleveland Clinic London of any Personal Data Breach irrespective of whether there is a requirement to notify a Supervisory Authority or any Data Subject(s); and

on request, provide reasonable assistance to Cleveland Clinic London to facilitate the handling of any Personal Data Breach in a prompt and compliant manner.

This Agreement constitutes the binding obligation of Cleveland Clinic London as though it electronically signed this Agreement with a written signature. Data Receiver has electronically signed this Agreement in a manner intending to be binding on Data Receiver by clicking the “Accept” button or similar acknowledgment.

Exhibit A

1 Details of arrangements

For Data Receivers that are not Payers, Data Receiver desires to view medical information in read-only form stored on Cleveland Clinic London’s electronic medical records for patients of Data Receiver. Data Receiver is accessing such medical records solely for the purposes of providing care for such patient or for scheduling appointments with Cleveland Clinic London for such patients.

2 Agreed Purposes

The purpose of Cleveland Clinic London providing the patient health data is in connection with Data Receiver providing medical care.

3 Personal Data and Data Subjects

Types of Personal Data

Name, gender, phone, address, email address, insurance identification number, and relatives. All medical information contained in Cleveland Clinic London’s electronic medical record about an individual patient. Information in the medical record could include information about the patient’s race, genetic data, the person’s sex life or sexual orientation.

Categories of Data Subject

Patients of Cleveland Clinic London who are receiving medical care from Data Receiver.

4 Technical and organisational measures

Data Receiver personnel can access Cleveland Clinic London’s DrConnect with unique credentials that Cleveland Clinic London provides to such individuals. Data Receiver is responsible for the security of such credentials. Cleveland Clinic London provides access to medical records through view-only access via DrConnect. Data Receiver must have implemented appropriate technical and organizational measures for its system, including, without limitation, appropriate anti-virus software, multi-factor authentication for remote systems, role-based access limitations, requirements for complex passwords (e.g., cannot be default or easily guessed), ensuring only systems that have a legitimate use are able to connect to Data Receiver’s network and only for permissible purposes.

5 Deletion Procedure

Data Receiver will not have deletion obligations because Data Receiver is only receiving access via Cleveland Clinic London’s DrConnect platform, which provides read only access. If any data is duplicated in Cleveland Clinic London’s DrConnect and Data Receiver’s information systems, Data Receiver shall delete any such information as required under applicable data protection laws.

Exhibit B

Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)

Data transfer agreement

between

Cleveland Clinic London Ltd (name)

Suite 1, 3rd Floor, 11-12 St. James’ Square, London, SW1Y 4LB (address and country of establishment)

hereinafter “data exporter”

and

Data Receiver, at the address input when Data Receiver first completed registration for DrConnect

hereinafter “data importer”

each a “party”; together “the parties”.

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data/sensitive data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘the Commissioner’ shall have the same meaning as in the UK GDPR;

(b) ‘the data exporter’ shall mean the controller who transfers the personal data;

(c) ‘the data importer’ shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system covered by UK adequacy regulations issued under Section 17A Data Protection Act 2018 or Paragraphs 4 and 5 of Schedule 21 of the Data Protection Act 2018;

(d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

Clause I. Obligations of the data exporter

The data exporter warrants and undertakes that:

(a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.

(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.

(c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.

(d) It will respond to enquiries from data subjects and the Commissioner concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.

(e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the Commissioner. However, the data exporter shall abide by a decision of the Commissioner regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the Commissioner where required.

Clause 2 Obligations of the data importer

The data importer warrants and undertakes that:

(a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

(b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the Commissioner where required) if it becomes aware of any such laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses

(e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the Commissioner concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.

(h) It will process the personal data, at its option, in accordance with:

i. the UK GDPR and DPA 2018, or

ii. the relevant provisions of any UK adequacy regulations pursuant to Section 17A Data Protection Act 2018 or Paras 4,5 & 6 Schedule 21 Data Protection Act 2018, where the data importer complies with the relevant provisions of such adequacy regulations and is based in a country to which such adequacy regulations pertains, but is not covered by such adequacy regulations for the purposes of the transfer(s) of the personal data , or

iii. the data processing principles set forth in Annex A.

Data importer to indicate which option it selects:

(please click in the box next to the chosen option)

i. ☒ the UK GDPR and DPA 2018, or

ii. ☐ the data processing principles set forth in Annex A.

Initials of data importer: By clicking the “Accept” button or similar acknowledgment, data importer is acknowledging this as an electronic addition of its initials.

(i) It will not disclose or transfer the personal data to a third party data controller located outside the UK, unless it notifies the data exporter about the transfer and

i. the third party data controller processes the personal data in accordance with UK adequacy regulations finding that a third country provides adequate protection, or

ii. the third-party data controller becomes a signatory to these clauses, or another data transfer agreement approved by the Commissioner, or

iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or

iv. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.

Clause 3 Liability and third-party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third-party rights under these clauses. This does not affect the liability of the data exporter under the UK GDPR or the DPA 2018.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

Clause 4 Law applicable to the clauses

These clauses shall be governed by the law of the UK country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

Clause 5 Resolution of disputes with data subjects or the Commissioner

(a) In the event of a dispute or claim brought by a data subject or the Commissioner concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the Commissioner. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the Commissioner which is final and against which no further appeal is possible.

Claus 6 Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);

(ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the United Kingdom rules that there has been a breach of the clauses by the data importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the Commissioner shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.

(c) Either party may terminate these clauses if new UK adequacy regulations under Section 17A Data Protection Act 2018 are issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred

Clause 7 Variation of these Clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the Commissioner where required. This does not preclude the parties from (i) making changes permitted by Paragraph 7(3) & (4) of Schedule 21 Data Protection Act 2018; or (ii) adding additional commercial clauses where required.

Clause 8 Description of the transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the Commissioner where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

Dated: Effective Date

These standard contractual clauses constitute the binding obligation of data exporter as though it electronically signed this these standard contractual clauses with a written signature. Data importer has electronically signed this Agreement in a manner intending to be binding on data importer by clicking the “Accept” button or similar acknowledgment.

Annex A

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter.

Provided that the Commissioner has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated.

Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort.
A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the Commissioner.

6. Sensitive data: The data importer shall take such additional measures (eg relating to security) as are necessary to protect such sensitive data in accordance with its obligations under Clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

such decisions are made by the data importer in entering into or performing a contract with the data subject, and
(the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.\

where otherwise provided by the law of the data exporter.

Annex B

Data subjects

The personal data transferred concern the following categories of data subjects.

Each category includes current, past and prospective data subjects. Where any of the following is itself a business or organisation, it includes their staff.

☐ staff including volunteers, agents, temporary and casual workers

☐ customers and clients (including their staff)

☐ suppliers (including their staff)

☐ members or supporters

☐ shareholders

☐ relatives, guardians and associates of the data subject

☐ complainants, correspondents and enquirers;

☐ experts and witnesses

☒ advisers, consultants and other professional experts

☒ patients

☐ students and pupils

☐ offenders and suspected offenders

☐ other (please provide details of other categories of data subjects):

Purposes of the transfer

The transfer is made for the following purposes.

Standard business purposes, which apply to most businesses and organisations:

☐ Staff administration, including permanent and temporary staff, including appointment or removals, pay, discipline; superannuation, work management, and other personnel matters in relation to the data exporter’s staff.

☐ Advertising, marketing and public relations of the data exporter’s own business or activity, goods or services.

☐ Accounts and records, including

• keeping accounts relating to the data exporter’s business or activity;

• deciding whether to accept any person or organisation as a customer;

• keeping records of purchases, sales or other transactions, including payments, deliveries or services provided by the data exporter or to the data exporter;

• keeping customer records

• records for making ﬁnancial or management forecasts; and

• other general record keeping and information management.

Other activities:

☐ Accounting and auditing services

☐ Administration of justice, including internal administration and management of courts of law, or tribunals and discharge of court business.

☐ Administration of membership or supporter records.

☐ Advertising, marketing and public relations for others, including public relations work, advertising and marketing, host mailings for other organisations, and list broking.

☐ Assessment and collection of taxes, duties, levies and other revenue.

☐ Beneﬁts, welfare, grants and loans administration.

☐ Canvassing, seeking and maintaining political support amongst the electorate.

☐ Constituency casework on behalf of individual constituents by elected representatives.

☐ Consultancy and advisory services, including giving advice or rendering professional services, and the provision of services of an advisory, consultancy or intermediary nature.

☐ Credit referencing, including the provision of information by credit reference agencies relating to the ﬁnancial status of individuals or organisations on behalf of other organisations.

☐ Data analytics, including profiling.

☐ Debt administration and factoring, including the tracing of consumer and commercial debtors and the collection on behalf of creditors, and the purchasing of consumer or trade debts from business, including rentals and instalment credit payments.

☐ Education, including the provision of education or training as a primary function or as a business activity.

☐ Financial services and advice including the provision of services as an intermediary in respect of any ﬁnancial transactions including mortgage and insurance broking.

☐ Fundraising in support of the objectives of the data exporter.

☒ Health administration and services, including the provision and administration of patient care.

☐ Information and databank administration, including the maintenance of information or databanks as a reference tool or general resource. This includes catalogues, lists, directories and bibliographic databases.

☐ Insurance administration including the administration of life, health, pensions, property, motor and other insurance business by an insurance firm, an insurance intermediary or consultant.

☐ IT, digital, technology or telecom services, including use or provision of technology products or services, telecoms and network services, digital services, hosting, cloud and support services or software.

☐ Journalism and media, including the processing of journalistic, literary or artistic material made or intended to be made available to the public or any section of the public.

☐ Legal services, including advising and acting on behalf of clients.

☐ Licensing and registration, including the administration of licensing or maintenance of ofﬁcial registers.

☐ Not-for-proﬁt organisations’ activities, including:

• establishing or maintaining membership of or support for a not-for-profit body or association, and

• providing or administering activities for individuals who are either members of the not-for-profit body or association or have regular contact with it.

☐ Pastoral care, including the administration of pastoral care by a vicar or other minister of religion.

☐ Pensions administration, including the administration of funded pensions or superannuation schemes.

☐ Procurement, including deciding whether to accept any person or organisation as a supplier, and the administration of contracts, performance measures and other records.

☐ Private investigation, including the provision on a commercial basis of investigatory services according to instruction given by clients.

☐ Property management, including the management and administration of land, property and residential property, and the estate management of other organisations.

☐ Realising the objectives of a charitable organisation or voluntary body, including the provision of goods and services in order to realise the objectives of the charity or voluntary body.

☐ Research in any ﬁeld, including market, health, lifestyle, scientiﬁc or technical research.

☐ Security of people and property, including using CCTV systems for this purpose.

☐ Trading/sharing in personal information, including the sale, hire, exchange or disclosure of personal information to third parties in return for goods/services/beneﬁts.

☐ Other purposes

(please provide details):

Categories of data

The personal data transferred concern or may concern the following categories of data if included in a patient’s health record.

☒ Personal details, including any information that identiﬁes the data subject and their personal characteristics, including: name, address, contact details, age, date of birth, sex, and physical description.

☒ Personal details issued as an identifier by a public authority, including passport details, national insurance numbers, identity card numbers, driving licence details.

☒ Family, lifestyle and social circumstances, including any information relating to the family of the data subject and the data subject’s lifestyle and social circumstances, including current marriage and partnerships, marital history, details of family and other household members, habits, housing, travel details, leisure activities, and membership of charitable or voluntary organisations.

☐ Education and training details, including information which relates to the education and any professional training of the data subject, including academic records, qualiﬁcations, skills, training records, professional expertise, student and pupil records.

☒ Employment details, including information relating to the employment of the data subject, including employment and career history, recruitment and termination details, attendance records, health and safety records, performance appraisals, training records, and security records.

☐ Financial details, including information relating to the ﬁnancial affairs of the data subject, including income, salary, assets and investments, payments, creditworthiness, loans, beneﬁts, grants, insurance details, and pension information.

☐ Goods or services provided and related information, including details of the goods or services supplied, licences issued, and contracts.

☐ Personal data relating to criminal convictions and offences.

☒ Other (please provide details of other categories of data): Data described in Exhibit A.

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients.

The categories of recipients are:

☐ Central government

☐ Charitable and voluntary

☐ Education and childcare

☐ Finance, insurance and credit

☐ General business

☒ Health

☐ IT, digital, technology and telecoms

☐ Justice and policing

☐ Land and property services

☐ Legal and professional advisers

☐ Local government

☐ Marketing and research

☐ Media

☐ Membership association

☐ Political

☐ Regulators

☒ Religious

☐ Research

☐ Retail and manufacture

☐ Social care

☐ Trade, employer associations, and professional bodies

☐ Traders in personal data

☐ Transport and leisure

☐ Utilities and natural resources

☐ Other – Please add details:

Sensitive data

The personal data transferred concern the following categories of sensitive data.

Personal data which is on, which reveals, or which concerns:

☒ racial or ethnic origin

☐ political opinions

☒ religious or philosophical beliefs

☐ trade union membership

☒ genetic data

☐ biometric data (if used to identify a natural person)

☒ health

☒ sex life or sexual orientation

☐ criminal convictions and offences

☐ none of the above

The foregoing information may be included in free text fields or in uploaded documents.

Contact points for data protection enquiries

DATA EXPORTER

Name:

Cleveland Clinic London Ltd

Suite 1, 3^rd Floor 11-12 St. James’ Square

London SW1Y 4LB

Attn: Data Protection Officer

[email protected]

DATA IMPORTER

The Data Protection Officer for data importer on data importer’s publicly available data privacy notice. If there is no Data Protection Officer listed or no data privacy notice available, the individual identified by data importer at the request of data exporter. At data exporter’s request, the data importer’s administrator will provide the appropriate data protection contact information.