July 2026
Ralliant Data Protection Agreement
The Parties agree that:
Appendix A.1 – General Data Processing Terms applies to the Processing of Personal Data;
Appendix A.2 – European Economic Area, United Kingdom, and Switzerland Standard Contractual Clauses applies to the extent that there are relevant transfers of Personal Data to International Recipients under this Agreement;
Appendix A.3 – Brazil Standard Contractual Clauses applies to the extent that there are relevant transfers of Personal Data to International Recipients under this Agreement;
For the purposes of the above, capitalized terms have the meaning given to them in the relevant Appendix.
Appendix A.4 – California Service Provider and Contractor Terms applies to extent that the Processing of Personal Information is subject to the CCPA.
For the purposes of the above, capitalized terms have the meaning given to them in the relevant Appendix.
Appendix A.1 – General Data Processing Terms
| DEFINITIONS AND INTERPRETATION |
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In this Appendix: Interpretation |
1. Data protection 1.1 Data Controller and Appointment of Data Processor 1.2 Compliance with Data Protection Laws and obligations 1.2.2 The Supplier shall procure that any Sub-Processor that has access to Protected Data shall comply with the Supplier’s obligations under this clause 1. 1.2.3 Ralliant shall comply with all Data Protection Laws in respect of the performance of its obligations under this Agreement. 1.3 Details of processing and instructions 1.3.2 Insofar as the Supplier processes Protected Data on behalf of Ralliant, the Supplier: 1.4 Technical and organisational measures 1.5 Security of processing 1.6 Using other Sub-Processors 1.6.2 The Supplier shall, prior to any processing of Protected Data by the Sub-Processor, appoint the Sub-Processor under a binding written contract, with enforceable data protection obligations on the same terms, or terms more onerous than those, that apply to the Supplier under this clause 1 (“Processor Contract”), including in particular that the Sub-Processor: 1.6.3 The Supplier shall: 1.7 Personnel requirements 1.8 Data Subject rights 1.9 Assistance with Ralliant’s compliance 1.10 International data transfers 1.10.2 The Supplier shall not (and shall procure that any Sub Processor or subcontractor shall not) transfer, or allow the onward transfer of, any Protected Data to any country or recipient outside the United Kingdom, EEA or Switzerland (in the case of Protected Data subject to EU GDPR, UK GDPR or FADP) or outside Brazil (in the case of Protected Data subject to LGPD) or to any international organisation (individually and collectively, an “International Recipient”) without Ralliant’s prior written consent. 1.10.3 If Ralliant consents to the transfer of Protected Data to an International Recipient, the Supplier shall ensure that such transfer (and any subsequent onward transfer): 1.10.4 Ralliant consents to the transfer of Protected Data to International Recipients by way of (i) an applicable adequacy decision under the Data Protection Laws or (ii) Appendix A.2 – European Economic Area, United Kingdom, and Switzerland Standard Contractual Clauses or Appendix A.3 – Brazil Standard Contractual Clauses as applicable. 1.11 Records 1.12 Compliance, information and audit 1.12.2 The Supplier shall (and shall procure that its Sub-Processors shall) allow for and contribute to audits, including inspections, conducted by Ralliant or another auditor mandated by Ralliant for the purpose of demonstrating compliance by the Supplier with its obligations under Data Protection Laws and under this clause 1, including allowing reasonable access for Ralliant or such other auditor to: provided that Ralliant shall, where practicable, give the Supplier reasonable prior notice of such audit and/or inspection and conduct the same during normal business hours. 1.12.3 If any audit or inspection reveals a material noncompliance by the Supplier with its obligations under Data Protection Laws or a breach by the Supplier of its data protection obligations under this Agreement, the Supplier shall promptly on request: 1.12.4 Ralliant may share any notification, details, records or information provided by or on behalf of the Supplier under this clause 1.12 or clause 1.13 with its respective affiliates, professional advisors, and any Supervisory Authority. 1.12.5 If the Supplier (or a Sub-Processor) is in breach of its obligations under this clause 1, Ralliant may suspend the transfer of Protected Data to the Supplier until the breach is remedied. 1.13 Notification of Personal Data Breaches and Complaints 1) notify Ralliant of the Personal Data Breach in accordance with the process set out under the heading “4. Incident Response Management” in Appendix A.6 – Security Measures; and 2) provide Ralliant without undue delay, wherever possible no later than forty-eight (48) hours after becoming aware of such Personal Data Breach, with such details as Ralliant requires regarding: (a) the nature of such Personal Data Breach, including the categories and approximate numbers of Data Subjects and Personal Data records concerned; provided that, without prejudice to the above obligations, if the Supplier cannot provide all these details within the aforesaid timeframe, it shall in any event before the end of said timeframe provide Ralliant with its reasons for the delay and an expectation for when it reasonably expects to be able to provide Ralliant with such details. 1.13.2 The Supplier shall promptly and in any event within two days inform Ralliant if it receives a Complaint and provide Ralliant with full details of such Complaint. 1.14 Deletion or return of Protected Data and copies 1) at Ralliant’s written request, either securely delete or securely return all the Protected Data to Ralliant in such form as Ralliant reasonably requests, after the earlier of: 2) securely delete all other existing copies of the Protected Data, except only for those copies that are required to be stored by Applicable Law and, in which case, the Supplier shall inform Ralliant of any such requirement; and 3) upon full performance of its obligations under this clause 1.14, provide Ralliant with a written declaration of such performance. 1.15 Liability and indemnities 1.15.2 This clause 1.15 is intended to apply to the allocation of liability for Data Protection Losses as between the Parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under Data Protection Laws to the contrary, except: |
Appendix A.2 – European Economic Area, United Kingdom, and Switzerland Standard Contractual Clauses
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In addition to the definitions set out in Appendix A.1 – General Data Processing Terms, the “Standard Contractual Clauses” means the following: (a) EU GDPR and FADP: the standard contractual clauses pursuant to 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 (“EU SCCs”), available here: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj and adopted by the Federal Data Protection and Information Commissioner of Switzerland; and and any similar such clauses adopted by a Supervisory Authority, including without limitation any successor clauses thereto. |
| 2. INCORPORATION OF STANDARD CONTRACTUAL CLAUSES |
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If (a) Supplier is a Processor Processing Protected Data subject to the GDPR, UK GDPR or FADP outside the EEA, Switzerland and the UK pursuant to this Agreement and (b) Ralliant is a Controller or Processor of such Protected Data, Module Two (Controller to Processor) or Module Three (Processor to Processor), as may be applicable, of the EU SCCs shall apply. The Parties agree that the relevant Module(s) of the EU SCCs and the UK SCCs are incorporated herein without further need for reference, incorporation, or attachment and that by executing this Agreement, each Party is deemed to have executed the Standard Contractual Clauses. The Parties agree that the Standard Contractual Clauses shall not be amended, modified, or otherwise altered by any other provision of this Agreement, except as set out for the FADP and UK GDPR in sections 3 and 4 below. In the event of any conflict between the terms of this Agreement and the Standard Contractual Clauses, the terms of the Standard Contractual Clauses shall prevail. The information required for the purposes of completing Annexes I to III the Standard Contractual Clauses is provided in this Appendix and Appendix A.5 – Data Processing Details. |
| 3. PROVISIONS SPECIFIC TO FADP |
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| The Parties agree that, in relation to transfers that are governed by the FADP, the EU SCCs shall be interpreted as follows: (a) References to “EU”, “Union” and “Member State” shall be interpreted to include references to “Switzerland”. (b) The term “Member State” shall not be interpreted in such a way as to exclude the option for data subjects in Switzerland to sue for their rights in their place of habitual residence (Switzerland) under Clause 18(c). (c) References to “Regulation (EU) 2016/679” and any articles therefrom shall be interpreted to include references to the FADP. |
| 4. PROVISIONS SPECIFIC TO UK DATA PROTECTION LAWS |
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| The Parties agree that, in relation to transfers that are governed by UK Data Protection Laws, each Party will be bound by the UK SCCs, and the EU SCCs will be interpreted in accordance with Part 2 of the UK SCCs. |
| 5. INTERPRETATION OF THE STANDARD CONTRACTUAL CLAUSES | |||
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| Without limiting the foregoing, the Parties agree to interpret the Standard Contractual Clauses in accordance with the table below: | |||
| SCC Clause | Interpretation for transfers governed by: | ||
| EU GRPR | FADP | UK Data Protection Laws | |
| Clause 7- Docking Clause | The optional language applies. | ||
| Clause 9(a) – use of sub-processors | Option 2 applies. The agreed list and notice period is specified in clause 1.6 of Appendix A.1 – General Data Processing Terms. | ||
| Clause 11 (Redress) | The optional language does not apply. | ||
| Clause 17- Governing Law | Option 1 applies. The governing law shall be the law of the EU Member State in which the data exporter is established, or if it is established outside the EU, the law of the Netherlands. | Option 1 applies. The governing law shall be Swiss law. | Option 1 applies. The governing law shall be the law of England and Wales. |
| Clause 18(b) – Choice of Forum and Jurisdiction | The Parties agree that those shall be the courts of the country whose law is chosen under Clause 17. | ||
| Annex 1A- List of parties | This Agreement, Appendix A.5 – Data Processing Details, and any SOWs contain the required information. | ||
| Annex 1B – Description of Transfer | |||
| Clause 13 and Annex 1C – Competent Supervisory Authority | The competent supervisory authority of the country whose law is chosen under Clause 17. | ||
| Annex II – Technical and Organizational Measures | This Appendix and Appendix A.6 – Security Measures contain the required information. | ||
| Annex III – List of Subprocessors | Appendix A.5 – Data Processing Details contains the required information. | ||
| Ending the UK SCCs when the approved clauses change | N/A | Which Parties may end this Appendix: ☒ Importer ☒ Exporter ☐ neither party | |
Appendix A.3 – Brazil Standard Contractual Clauses
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| In addition to the definitions set out in Appendix A.1 – General Data Processing Terms, “Brazilian SCCs” means the standard contractual clauses pursuant to Resolution CD/ANPD No 19 of 23 August 2024, available here: https://www.in.gov.br/en/web/dou/-/resolucao-cd/anpd-n-19-de-23-de-agosto-de-2024-580095396. |
| 2. INCORPORATION OF THE BRAZILIAN SCCS |
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If (a) Supplier is a Processor Processing Protected Data subject to the LGPD outside Brazil pursuant to this Agreement and (b) Ralliant is a Controller or Processor of such Protected Data, the Brazil SCCs shall apply. The Parties agree that the Brazilian SCCs are incorporated herein without further need for reference, incorporation, or attachment and that by executing this Agreement, each Party is deemed to have executed the Brazilian SCCs. The Parties agree that the Brazilian SCCs shall not be amended, modified, or otherwise altered by any other provision of this Agreement. In the event of any conflict between the terms of this Agreement and the Brazilian SCCs, the terms of the Brazilian SCCs shall prevail. The information required for the purposes of the Brazilian SCCs is provided in this Appendix and Appendix A.5 – Data Processing Details. |
| 3. INTERPRETATION OF THE BRAZILIAN SCCS | |
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| Without limiting the foregoing, the Parties agree to interpret the Brazilian SCCs in accordance with the table below: | |
| SCC Clause | Interpretation |
| Clause 3 | Supplier may carry out onward transfers. See Appendix A.5 – Data Processing Details for details of the onward transfers. |
| Clause 4 | To the extent that Ralliant is a Controller of the Protected Data, Option A applies. Ralliant is responsible for each of the obligations set out in Option A. If Ralliant and Supplier are both Processors of the Protected Data, Option B applies. Ralliant shall keep a record of the third-party controller information required by Option B and make this available to the Supplier on request. |
Appendix A.4 – California Service Provider and Contractor Terms
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In this Appendix: Capitalized terms that are not defined herein shall have the same meaning as in the CCPA. |
| 2. PROCESSING RIGHTS AND REQUIREMENTS |
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a) General Obligations. Supplier will Process Personal Information collected pursuant to the Agreement (“Ralliant Personal Information”) in compliance with applicable laws, including the CCPA, and in compliance with this Appendix. Among other things, in relation to Ralliant Personal Information, Ralliant shall provide the same level of privacy protection as the CCPA requires of Ralliant/OpCo with respect to such information. b) Scope of the Processing. Supplier will Process Ralliant Personal Information for the purpose(s) set forth in Appendix A.5 – Data Processing Details and shall not Process Ralliant Personal Information for any other purposes, unless permitted by the CCPA. c) Prohibited Uses. Supplier is prohibited from and represents and certifies its understanding that it is prohibited from: |
| 3. PROCESSING OBLIGATIONS |
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a) Cooperation. Supplier shall comply with Ralliant’s written instructions to delete Personal Information and instruct any subcontractors engaged in Processing Ralliant Personal Information to do the same. Supplier shall make available to Ralliant all information necessary to comply with and demonstrate Supplier’s compliance with the CCPA. b) Data Subject Requests. c) Data Processing Assessments. Supplier shall provide information to Ralliant necessary to enable Ralliant to conduct and document any data processing assessments to the extent required under the CCPA. |
| 4. SUBCONTRACTORS |
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| In the event that Supplier engages a subcontractor to assist it in providing its services to Ralliant, Supplier shall enter into a written agreement with the subcontractor that requires the subcontractor to substantially meet the same terms of this Appendix. |
| 5. COMPLIANCE OVERSIGHT AND REMEDIATION |
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| Supplier grants Ralliant the right to take reasonable and appropriate steps to ensure that Supplier uses Ralliant Personal Information in a manner consistent with Ralliant’s obligations under the CCPA. Ralliant shall have the right to take reasonable and appropriate steps to remediate or stop any unauthorized Processing of Ralliant Personal Information. |
| 6. INFORMATION SECURITY |
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| Supplier shall implement and maintain technical and organizational security measures to protect the security, confidentiality, and integrity of Personal Information and to ensure a level of security appropriate to the risk, provided that such security measures are equivalent to or more protective of Ralliant Personal Information than those set out in Appendix A.6 – Security Measures. Further, Supplier must assist in meeting Ralliant’s obligations regarding security of Processing Personal Information, including in relation to notice obligations in a Data Incident. If Supplier becomes aware of a Data Incident, it shall (a) notify Ralliant of the Data Incident in accordance with the process set out under the heading “4. Incident Response Management” in Appendix A.6 – Security Measures and (b) promptly, but in no more than forty-eight (48) hours, provide relevant information, to the extent known, about the Data Incident to Ralliant, and (c) reasonably cooperate with Ralliant to support Ralliant’s reasonable reporting and notification obligations. |
| 7. CERTIFICATION AND NOTIFICATION OBLIGATIONS |
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Supplier certifies that it understands and will comply with the restrictions on its Processing of Personal Information as set forth in the CCPA and in this Appendix. If Supplier becomes aware or makes a determination that it can no longer meet its obligations under the CCPA or this Appendix, it shall notify Ralliant without undue delay. |
Appendix A.5 – Data Processing Details
1. Subject-matter of processing: 2. Duration of processing: 3. Nature and purpose of the processing: 4. Type of personal data: 5. Categories of data subjects: 6. Sensitive personal data and description of applied restrictions or safeguards: 7. Roles of the Parties: 8. Approved sub-processors: | ||
| Name of sub-processor | Location | Details of processing |
| None. | ||
9. Additional instructions: 10. Description of international transfers (where applicable): | ||