STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third
countries which do not ensure an adequate level of data protection;

The legal entity that executes or accepts the agreement to which these Clauses are attached (along with its affiliates
contractually bound by these Clauses and that may transfer personal data to the data importer, the ‘data exporter’)

and

McKinsey & Company, Inc. United States with an address of 711 Third Avenue, 4th Floor, New York, NY 10017 (along
with its affiliates contractually bound by these Clauses and that may transfer personal data of the data exporter, the ‘data
importer’)

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect
to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the
data importer of the personal data specified in Appendix 1.

CLAUSE 1

Definitions

For the purposes of the Clauses:

(a) ‘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 data (or any superseding regulation in the
future);

(b) ‘the data exporter’ means the controller who transfers the personal data, as more fully described in the
preamble to these Clauses;

(c) ‘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, as more fully described in the preamble to these Clauses;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the
data importer who agrees to receive from the data importer or from any other sub-processor 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;

(e) ‘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;

(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data
against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access,
in particular where the processing involves the transmission of data over a network, and against all other
unlawful forms of processing.
 CLAUSE 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix
1 which forms an integral part of the Clauses.

CLAUSE 3

Third-party beneficiary clause

1. 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.

2. 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.

3. The data subject can enforce against the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

4. 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.

CLAUSE 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) 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;

(b) 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;

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

(d) 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,
unauthorized 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;

(e) that it will ensure compliance with the security measures;

(g) to forward any notification received from the data importer or any sub-processor 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;

(h) 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 sub-processing
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;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by
a sub-processor 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

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

CLAUSE 5

Obligations of the data importer

The data importer agrees and warrants:

(a) 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;

(b) 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;

(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before
processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) 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;

(ii) any accidental or unauthorized access; and

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

(e) 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;

(f) 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

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 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;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-
processing, 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;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior
written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

CLAUSE 6

Liability

1. 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 sub-processor is entitled to receive compensation from the data
exporter for the damage suffered.

2. 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 sub-processor 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.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3. 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor
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
sub-processor shall be limited to its own processing operations under the Clauses.

CLAUSE 7

Mediation and jurisdiction

1. 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:

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

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

2. 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.
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 CLAUSE 8

Cooperation with supervisory authorities

1. 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.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any
sub-processor, 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.

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

CLAUSE 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

CLAUSE 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business
related issues where required as long as they do not contradict the Clause.

CLAUSE 11

Sub-processing

1. 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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer
under the Clauses. Where the sub-processor fails to fulfill its data protection obligations under such written
agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s
obligations under such agreement.

2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing 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.

4. The data exporter shall keep a list of sub-processing 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.

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 CLAUSE 12

Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-
processor 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.

2. The data importer and the sub-processor 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.

FURTHER PROVISIONS

1. General Data Protection Regulation

Upon the repeal and replacement of Directive 95/46/EC (the “Directive”) by the General Data Protection Regulation
(2016/679) (the “Regulation”), references throughout these Clauses to the Directive shall be read as references to
the Regulation.

Appendix 1

to the Standard Contractual Clauses

Data exporter

The data exporter is the legal entity that has entered into the Clauses. The data exporter is contractually bound by these
Clauses and may transfer personal data to the data importer in connection with the data importer’s provision of services and
solutions to the data exporter, as described in more detail in the agreement to which these Clauses are attached.

Data importer

The data importer is a provider of consulting services, that may include proprietary data- and analytics-driven tools and
solutions that are delivered in connection with such services. As part of the delivery of the data importer’s services and
solutions, data importer will process personal data in accordance with the terms of these Clauses and the agreement to which
these Clauses are attached.

Data subjects

The personal data transferred pursuant to these Clauses is determined by the data exporter in its sole discretion, and may
include the following categories of data subjects:

• the data exporter’s workforce, including employees, contractors, volunteers, temporary and casual workers, and
other personnel or workforce members identified by data exporter from time to time

• the data exporter’s customers or clients, prospective customers or clients, business partners or collaborators,
vendors, suppliers or service providers, along with contact persons of any of the foregoing

Categories of data
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The personal data transferred pursuant to these Clauses is determined by the data exporter in its sole discretion, and may
include the following categories of data:

• First and last name;

• Contact information (e.g., company, business email, phone, business address, business unit, office or division,
geographic business location, job title or role, reporting lines);
• Other identification information, such as employee ID number;
• Finance related information, such as compensation and benefits and awards, payroll and HR status, pay group, job
or role type, salary plan data (grade, step, wage progressions);

• Other professional or biographical information, such as education, job history and job descriptions, skills and
qualifications, work eligibility and work permits, job function, work and career related information, objectives,
assessments, training, tasks assigned, work/activity performed, professional contact details, recognition, leaves,
contract type, language spoken;

• Transactional information about data subjects, including account histories, data in relation to goods or services
provided to or from the data subject, or other business interactions involving the data subject; and

• Other technical information related to data subjects or their systems, including IP addresses, location data, user
names and other account information or credentials.

Special categories of data (if appropriate)

Not applicable unless expressly agreed upon by the data exporter and the data importer

Processing operations

The personal data transferred will be subject to the following basic processing activities:

The data importer will process personal data to perform the services described in the agreement to which these Clauses are
incorporated, including storing, analyzing and otherwise processing such personal data for the duration and scope set forth
in such agreement. In connection with the provision of the services, the data importer may utilize its global systems,
personnel and other resources, and may transfer personal data to geographies other than those in which it was collected or
received.

Appendix 2

to the Standard Contractual Clauses

Description of the technical and organisational security measures implemented by the data importer in accordance
with Clauses 4(d) and 5(c) (or document/legislation attached):

Data importer will maintain administrative, physical and technical safeguards for protection of the security, confidentiality
and integrity of data exporter’s data as described in the McKinsey Data Protection Protocols available at
https://solutions.mckinsey.com/msd/data-protocols.pdf

Appendix 3 to the Standard Contractual Clauses

The parties agree to apply the Clauses to address transfers of personal data from countries outside of the European Union
and of the European Economic Area, when the Clauses are recognized in these countries as appropriate means to protect
transferred personal data. In such instances, any references to Directive 95/46/EC in the Clauses must be understood as a

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reference to the relevant country laws relating to the protection of personal data. In addition, the definitions must be
interpreted in light of the nearest equivalent term under those laws.

Signing the Standard Contractual Clauses, including Appendices 1, 2 and 3, on behalf of the data importer:

Amy Yates
Global Data Privacy Officer
McKinsey & Company
711 Third Ave., 4th Floor, New York, NY 10017
United States
3/2/2018