THE SYMBOL “[*]” INDICATES MATERIAL WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND DISCLOSED. Amendment 1 To No. 53258.C between AT&T Services, Inc. and Amdocs Development Limited

Section 3.5 Compliance with Laws is modified by renumbering subsection e. as subsection f. and by adding the following as subsection e:

A new Appendix K – EU Data Privacy and GDPR Data Processing Obligations, a copy of which is attached hereto, is made a part of the Agreement by this reference.

Definitions

Supplier as Data Processor or Sub-Data Processor

AT&T is a Data Controller and Supplier is its Data Processor; or

AT&T is a Data Processor and Supplier is its Sub-Data Processor.

Supplier Obligations

Process such Personal Data only in accordance with the instructions that are set forth in this Agreement and Exhibit 1 to this Appendix or are otherwise agreed to by the Parties in writing including as to the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects;

ensure that Supplier’s employees, agents and contractors who Process such Personal Data are subject to written obligations of confidentiality;

implement the technical and organizational security measures that are set forth in this Agreement and Exhibit 1 to this Appendix to ensure a level of security appropriate to the risk, taking into account: (i) the state of the art, costs of implementation, nature, scope, context and purposes of the Processing; and (ii) the risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to such Personal Data that is Processed with respect to all Processing of Personal Data;

not have such Personal Data Processed by another natural or legal person except to the extent that Supplier has:

received the prior specific or general written authorization of AT&T for such Processing;

imposed on such other natural or legal person data protection obligations that are the same in all material respects as those set forth in this Appendix, to the extent required pursuant to Data Privacy Laws;

with respect to Sub-Data Processors for which Supplier has received general written authorization, informed AT&T in writing of any changes concerning the addition or replacement of such Sub-Data Processors and obtained AT&T’s written consent prior to allowing Processing by such Sub-Data Processor;

notify AT&T in writing through its business contact of any communications or requests in relation to Personal Data received from Data Subjects, Supervisory Authorities or other third parties without undue delay following receipt of such communications or requests. Supplier shall provide such notices via e-mail to its business contact with a copy to ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ with the subject line stating “URGENT—Personal Data Related.”

taking into account the nature of Supplier’s Processing activities, assist AT&T at AT&T’s reasonable request to enable the (i) Data Controller to fulfill its obligations to respond to requests by Data Subjects in relation to their rights under Data Privacy Laws, and (ii) Data Controller (and if different, AT&T) to fulfill its obligations to respond to requests by Supervisory Authorities and other third parties;

taking into account the nature of Supplier’s Processing of such Personal Data and information available to Supplier:

notify AT&T by calling AT&T Asset Protection (at ▇▇▇-▇▇▇-▇▇▇▇ within the U.S. or ▇▇ ▇▇▇-▇▇▇-▇▇▇▇ outside the U.S.) of any Personal Data Breach without undue delay after becoming aware of such breach; and

without undue delay provide reasonable assistance to AT&T in relation to any obligations of the Data Controller (including under Data Privacy Laws) in relation to:

a Personal Data Breach; and

the performance of data protection impact assessments by the Data Controller.

securely delete all such Personal Data, including all existing copies (or, to the extent AT&T reasonably requests, securely return the Personal Data and copies to AT&T in a commonly used data format (to be agreed by the Parties acting reasonably), when no longer needed for the purposes for which it was collected, which shall be within 30 days of the end of the term of this Agreement at the latest unless otherwise reasonably requested by AT&T, provided, however, that no such deletion will be required to the extent that (a) applicable law requires storage of such data beyond such period; or (b) AT&T instructs Supplier in writing to retain such data beyond such period; and

at AT&T’s request, make available to AT&T all information necessary to demonstrate compliance with Supplier’s obligations under this Appendix concerning the Supplier’s data security and privacy procedures relating to the processing of Personal Data for the purpose of demonstrating compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller in accordance with Section 3.31 of this Agreement, provided that Supplier shall notify AT&T in writing if it believes in good faith that the exercise of rights under this Section 3.1(i) would infringe Data Privacy Laws. Supplier agrees that AT&T has the right under the GDPR to disclose some or all of the information contained in, or obtained in connection with, this Appendix to:

Data Controllers, Supervisory Authorities, Data Subjects; and

other third parties to the extent required under Data Privacy Laws; and

provide and keep current its processing-related information, Data Protection Officer information, and point of contact information in a medium and form acceptable to AT&T.

Cross-Border Transfers to Restricted Jurisdictions. With respect to Personal Data originating in a country identified in Table 1, below, and processed by Supplier in a Restricted Jurisdiction, Supplier shall process (including making any transfers of) such data in accordance with (i) the terms and conditions set out in this Appendix, (ii) Appendix L, Standard Contractual Clauses and (iii) Data Privacy Laws.

Permitted Sub-Data Processors

Provisioning, testing, delivering, monitoring, maintaining, managing and de-provisioning/winding down the Services

Managing network devices

Monitoring and analyzing network utilization/network management information

Identifying and resolving service performance issues

Creating, storing, utilizing, and delivering reports and related data

Enabling access to AT&T facilities and systems

Transmitting and storing electronic communications

Creating, storing and delivering bills; and receiving, storing, investigating and responding to billing inquiries

Storing, utilizing, and maintaining contract documents and related materials

Storing, utilizing, and maintaining other documents and records containing Personal Data

Communicating with AT&T employees/representatives, AT&T’s customer’s employees/representatives, other suppliers’ (other than Supplier’s) employees/representatives and/or the employees/representatives of such suppliers’ subcontractors of any tier regarding the Services

Performing other functions in support of the Services (please specify): Please see Exhibit Attachment 1 – Impact by Application.

Transferring Personal Data to Restricted Jurisdictions in connection with any processing operation

Business contact data

Electronic communications metadata

Device identification data

Geolocation data

Authentication credentials

Recorded content of electronic communications

Application content (e.g., managing content in a database)

Payment card and similar payment data/other financial data

Government issued identification numbers

Personal (e.g., date of birth, family-related, education-related, personal history-related)

Other (please specify): AT&T Webphone data stored in Datalake                                

Racial or ethnic origin

Political affiliation

Religious beliefs

Sexual orientation

Trade union membership

Genetic data

Biometric data

Health Data

Employees/representatives of AT&T and/or its affiliates (i.e., the AT&T group of companies)

Employees/representatives of AT&T’s customers and/or their affiliates

Employees/representatives of AT&T’s suppliers (other than Supplier) and/or their subcontractors of any tier

Other (please specify): AT&T Webphone data stored in Datalake

Supplier shall keep current its contact information for its Data Protection Officer(s) and other point(s) of contact listed above, without the need to amend this Agreement, by informing Supplier’s AT&T business contact of all changes in a medium and form acceptable to AT&T.

COMPANY NAME & REGISTERED ADDRESS

[*]

[*]

[*]

Supplier shall keep current its subcontractor contact information listed above, without the need to amend this Agreement, by informing Supplier’s AT&T business contact of all changes in a medium and form acceptable to AT&T.

‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data¹;

‘the data exporter’ means the controller who transfers the personal data;

‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Parties may reproduce definitions and meanings contained in Directive 95/46/EC within this Clause if they considered it better for the contract to stand alone.

The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

that it will ensure compliance with the security measures;

that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

that it will ensure compliance with Clause 4(a) to (i).

to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

that it will promptly notify the data exporter about:

any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

any accidental or unauthorised access, and

any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

that the processing services by the subprocessor will be carried out in accordance with Clause 11;

to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

to refer the dispute to the courts in the Member State in which the data exporter is established.

The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses³. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely                                                                                                                                        

The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision.

The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

the data exporter promptly notifying the data importer of a claim; and

the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim⁴.

Paragraph on liabilities is optional.