Korn Ferry Order Form Terms and Conditions

The following terms and conditions apply to orders completed on a Client Order Form (“COF”) on or after May 1, 2020. 

For Product/Service Specific Terms and Conditions click here.

For Software as a Service Terms and Conditions (“SaaS Terms”) click here.

General Terms and Conditions

1. Client Order Form.  These General Terms and Conditions apply to any order placed via a Client Order Form (“COF”) executed by both Parties identified on the COF.  The COF, these General Terms and Conditions, and Product/Service Specific Terms and Conditions applicable to products and services ordered under a COF (the “Services”) collectively constitute the “Agreement”.  Any changes to the Services must be agreed to in writing by both Parties as documented in a change order (“Change Orders”).

a. Placing of Additional Orders.  The COF details the Services being purchased at the time the Parties execute the COF.  Unless otherwise stated on the COF, Client may place written orders for additional quantities of the Services during the Term (as defined below).  The Parties must sign a separate COF or other agreement for any service outside the scope of the COF. 

b. Nothing in the Agreement obligates Client to place, or Korn Ferry to accept, any additional orders. Upon Korn Ferry’s written confirmation of its receipt and acceptance of the order, the order will be binding and non-cancellable and non-refundable, and Korn Ferry will invoice Client for such Services.  Any orders will be governed by the Agreement. 

2. Professional Fees and Expenses.

a. Korn Ferry will invoice Client for, and Client will pay, the fees in the applicable COF (“Fees”).  Client will reimburse Korn Ferry for all engagement-related direct out-of-pocket expenses, including candidate and consultant travel, accommodation and meals, courier, shipping, reproduction, and video-conferencing (collectively “Expenses”) incurred in delivering the Services.  Unless otherwise set forth in the COF, Fees will be invoiced upon execution of the COF and Expenses will be invoiced as incurred.  All Fees are non-contingent, non-transferable, and non-refundable unless specifically stated otherwise in the COF.  Invoices are due upon Client’s receipt of the invoice. Unless otherwise required by law, Korn Ferry will assess a service charge of one and a half percent (1.5%) per month for past due amounts.  Invoices not objected to in writing within thirty (30) days of Client’s receipt will be deemed approved.

b. Client will pay all reasonable attorneys’ fees and court costs Korn Ferry incurs in collecting undisputed Fees and Expenses.

c. All Fees and Expenses will be invoiced and paid in the local currency of Korn Ferry or Korn Ferry’s Affiliate providing Services, or other mutually agreed upon currency, as identified on the COF.

d. If Client’s internal policies require that a Purchase Order number appear on invoices, Client must provide the Purchase Order Number with or immediately after signing the COF. If a Purchase Order Number is required on an invoice, the requirement and number must be indicated on the COF.  If Client has not provided a Purchase Order Number within 10 business days of signature, Client will accelerate payment of any invoices delayed by Client’s failure to provide a Purchase Order Number by the same number of days as the delay.

3. Taxes.

a. Client will be responsible for all applicable taxes (excluding taxes imposed on Korn Ferry’s net income) imposed by any taxing authority, whether designated as value-added (VAT), goods and services (GST), sales, use, or other similar taxes (“Transaction Taxes”), now in effect or hereafter imposed, resulting from the Fees. If Client is exempt from Transaction Taxes, Client must inform Korn Ferry of its exemption and provide to Korn Ferry complete and proper documentation evidencing the exemption.

b. If Client is required by applicable law to deduct or withhold taxes from any payment due to Korn Ferry, Client will: (i) withhold the legally required amount from payment; (ii) remit the withheld tax to the applicable taxing authority; and (iii) promptly deliver to Korn Ferry original documentation or a certified copy evidencing remittance of withheld tax.  If Client does not provide evidence of payment of withheld taxes, Client will reimburse Korn Ferry for the tax withheld from payment to Korn Ferry.  Client will comply with all applicable income tax treaties and protocols in determining the amount of tax to withhold.

4. Term and Termination. The Agreement begins on the Start Date and ends on the COF End Date  unless otherwise terminated under this Section 4 (“Term”). Client is obligated to pay for Services rendered and any other Fees and Expenses that accrue up to and including the date of termination.  Either Party may terminate the Agreement immediately if: (a) a Party is in breach, the non-breaching Party has provided the breaching Party with a written notice and the breaching Party has failed to cure the breach within thirty (30) days of its receipt of notice; or (b) the other Party enters into bankruptcy proceedings, becomes insolvent, or there is an appointment of a receiver for the benefit of creditors, or cessation of business.  To the extent a COF does not have an End Date, the Services set forth in the COF will be subject to price renegotiation after one year. 

5. Method of Performing Services; Responsibilities.  Korn Ferry will perform the Services in a competent and professional manner and in accordance with generally acceptable industry standards.  Korn Ferry may remove and replace any Korn Ferry Employee performing the Services; any Korn Ferry Employee removed will be replaced by a Korn Ferry Employee of comparable training and experience.  Client will notify Korn Ferry in writing if Client determines, in compliance with all applicable laws, that a Korn Ferry Employee is not appropriate for the Services based on the Korn Ferry Employee’s skills, experience, or performance.  Korn Ferry will make a good faith determination whether replacement of the Korn Ferry Employee is reasonably required and commercially feasible.  Korn Ferry’s good faith determination will be final and binding on Client.  “Korn Ferry Employee” means a Korn Ferry employee, agent or independent contractor who is providing the Services.  Client will timely provide Korn Ferry with the documentation, information, access to its personnel and cooperation Korn Ferry reasonably requires to provide the Services.  The Services are not intended as a substitute for professional judgment.  Client will not use the Services, New Materials, or Korn Ferry Materials as the sole source for any decision relating to any of its employees or candidates, including reprimand, termination, compensation, employment status or work opportunities.

6. Representations and Warranties.

a. Each Party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization, and has full power and authority to perform all of its obligations under the Agreement; and (ii) the person executing the Agreement on its behalf is duly authorized and empowered to bind the Party to the Agreement.

b. Client further represents and warrants that: (i) it has provided the required notices and obtained all necessary rights and consents to provide to Korn Ferry, or to permit Korn Ferry to collect on Client’s behalf, an individual’s Personal Data, for the purposes stated in the Agreement; and (ii) the transfer to, collection of, and use by Korn Ferry of Personal Data in accordance with the Agreement does not violate any applicable laws or any third party rights. “Personal Data” means any information that Korn Ferry has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Services that identifies an individual or relates to an identifiable individual.

c. EXCEPT AS PROVIDED IN THE AGREEMENT, KORN FERRY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.  Intellectual Property.

a.  Client retains ownership of all materials, and the intellectual property rights in those materials, provided to Korn Ferry by or on behalf of Client (“Client Materials”).  Subject to Section 7.b., Client will also own copies of reports and analyses Korn Ferry delivers to Client under the Agreement (“New Materials”).  Client may use the New Materials in the form provided for its internal purposes only; Client may not use the New Materials for any other purpose or permit any other person, firm or entity to use the New Materials.

b. The performance of the Services and creation of the New Materials will require the use of Korn Ferry Materials.  “Korn Ferry Materials” include methodologies, preexisting programs, instruments, models, proprietary information, patents, registered and unregistered trademarks, trade names, trade secrets, copyrights, prototypes, inventions, algorithms, designs, compilations, computer software programs, tools, databases, evaluation guides, report forms, scoring guides, scoring algorithms, scoring instructions, scoring software and norms.  Korn Ferry may customize, modify, translate, or expand Korn Ferry Materials to apply to Client’s unique requirements (collectively, a “Customization”).  Any Customization will be Korn Ferry Materials exclusive of any Client Materials included therein.  Korn Ferry owns Korn Ferry Materials at all times, and reserves all rights not expressly granted under the Agreement.  Except as set forth in applicable Product/Service Specific Terms, the Agreement will not be construed as a license to copy, modify, create derivative works from, publish, disclose or otherwise use Korn Ferry Materials.  Client will not download, copy, publish, disclose, create derivative works of, disassemble, decompile or otherwise attempt to reverse engineer Korn Ferry Materials, nor will Client permit any other person to do so.  Client will be liable for all violations of these restrictions by its employees, subcontractors, or agents.

c. If a Customization includes Client Materials, Client grants to Korn Ferry a non-exclusive, limited, non-transferable license to use the Client Materials solely to provide the Services.  Client represents and warrants that it has all the necessary rights to include the Client Materials in the Customization.

8. Confidential Information.

a. One Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”) in connection with the Agreement.  “Confidential Information” means all oral or written information concerning the Discloser, including the Discloser’s business and business activities (past, present and future), financial information, technical information, customer information, intellectual property, methodologies, strategies, plans, documents, drawings, designs, tools, models, inventions, and patent disclosures, whether or not marked or identified as “confidential,” that may be obtained from any source as a result of the Agreement Confidential Information does not include information, technical data, or know-how that: (i) is or becomes a matter of public knowledge through no fault of Recipient; (ii) was lawfully in Recipient’s possession or known by it prior to its receipt from Discloser; (iii) was rightfully disclosed to Recipient by another person without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; or (v) Discloser approves in writing for release.

b. Recipient will not use any Discloser Confidential Information for any purpose other than to perform its obligations under the Agreement.  Recipient will not disclose any Discloser Confidential Information to third parties or to its employees, other than employees or third parties who are required to have the Confidential Information to perform obligations under the Agreement and who are bound by confidentiality terms substantially similar to those in this Section 8.  Recipient and Discloser will each be responsible for any breach of the Agreement by its representatives.  Recipient will protect Confidential Information from disclosure to others using the same degree of care it uses to protect its own confidential information, but in any case no less than a commercially reasonable degree of care.  If Recipient is required by law, regulations, or court order to disclose any of Discloser’s Confidential Information, Recipient, where legally allowed, will promptly notify Discloser in writing prior to making any disclosure.  Discloser may, at its sole expense, seek a protective order or other appropriate remedy from the proper authority.

c. Services may include coaching services (“Coaching Services”) for specific individual(s) (each a “Coachee”).  Korn Ferry and the Coachee must have open and frank communications for the Coaching Services to be effective.  Communications between Korn Ferry and a Coachee will be, so far as is reasonably possible, confidential.  Korn Ferry will not be asked or allowed to disclose information provided to Korn Ferry in confidence by a Coachee, except information which Korn Ferry in good faith believes is in one of the following categories: (i) information that the Coachee or some other person is, has, or may become engaged in illegal activity; (ii) information that the Coachee or some other person  is, has, or may become a danger or health and safety risk to himself or herself or third persons; (iii) information that the Coachee authorizes Korn Ferry to release; (iv) information that generally informs Client of the scope, nature and timing of any activity, the goals in the development and coaching plan for the Coaching Services, or the progress being made in attaining the established goals or as otherwise required in connection with the engagement; or (v) information that may have a material or adverse effect on Client, the Korn Ferry coach or Korn Ferry.  Korn Ferry and the Korn Ferry coach may obtain information from the Coachee’s supervisors, co-workers and other persons concerning the Coachee’s work performance.  This information, including the identity of any person providing the information, is and will remain so far as is reasonably possible confidential and neither Client nor the Coachee will have access to this information.  The Coachee will be advised of these coaching rules prior to participating in the coaching assignment.  If any information arising from the Coaching Services is required to be disclosed by any subpoena or other court order, under any applicable law or regulation, Korn Ferry will be entitled to make any required disclosure. Korn Ferry will undertake to notify Client or the Coachee prior to disclosing the Confidential Information, unless prohibited by the terms of the order or legal requirement.

d. Nothing in the Agreement prohibits, or is intended in any manner to prohibit, Recipient from reporting possible violations of federal law or regulations to any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulations.  Recipient does not need Discloser’s prior authorization to make any protected reports or disclosures; nor is Recipient required to notify Discloser that protected reports or disclosures have been made.  Without limiting the foregoing, nothing in the Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. Section 1833(b) for confidential disclosures of trade secrets to government officials or lawyers, solely to report or investigate a suspected violation of law or included in a sealed filing in court or other proceeding.

e. Upon Discloser’s written request, Recipient will destroy Discloser’s Confidential Information in its possession, but Recipient may: (i) retain copies of Confidential Information that it is required to retain by law or regulation; (ii) retain copies of its work product that contain Confidential Information for archival purposes or to defend its work product; and (iii) store copies made as part of routine back up of its information technology systems but the Confidential Information must continue to be handled in accordance with this Section 8.

9. Personal Data.

a. Korn Ferry will not disclose to Client an individual’s item level responses to assessments and surveys or composite components and intermediate data points (e.g., intermediate numeric scores, ratings, evaluation guides, integration grids, or interview/simulation notes), including Personal Data, that Korn Ferry collects in providing the Services, and upon which the New Materials will be based (the “Raw Data”).  Korn Ferry will use Raw Data to provide the Services as specified in the Agreement or as otherwise instructed and permitted by Client. The Parties agree that the Services include archiving the Raw Data and using de-identified and aggregated Raw Data for research, studies, development, benchmarking, statistics, analytics, and to develop, improve, and enhance Korn Ferry’s products and services.  Any published end product will not identify, or include any results attributable to, Client or a specific individual.  Raw Data will be treated in accordance with Korn Ferry’s Global Privacy Policy, which is available on Korn Ferry’s website and incorporated into the Agreement by reference. Where legally allowed, Korn Ferry will promptly notify Client of any legally binding request from a law enforcement authority for disclosure of Personal Data before making any disclosure and will reject any non-legally binding requests.

b. Where Korn Ferry processes Personal Data as a data processor, or equivalent under applicable data protection law, on Client’s behalf in its performance of the Services, the Privacy and Data Protection Terms (“DPE”) Exhibit A will apply.  Where the Parties process Personal Data as independent data controllers, or equivalent under applicable data protection law, the Parties will comply with applicable law and maintain adequate security controls relevant to the Personal Data processed.

10. Security. Having regard to the available technology, cost of its implementation, the nature, scope, context and purposes of the Personal Data processing, and taking into account the harm that might result from accidental loss, destruction, disclosure or damage of Personal Data, Korn Ferry will implement appropriate technical and organizational measures designed to prevent any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.

11. Indemnification.

a. By Client.  Client will indemnify and defend Korn Ferry, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns, from and against all third party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees and other litigation expenses) that are or are alleged to arise from: (i) Client’s decision to take any employment action with regard to any individual identified, evaluated, assessed, or coached by Korn Ferry; (ii) Korn Ferry’s use of Client Materials in accordance with the Agreement; or (iii) Client’s breach of its representations and warranties.

b. By Korn Ferry.  Korn Ferry will indemnify and defend Client, its parent, Affiliates, and their respective directors, officers, partners, employees, shareholders and agents and their respective successors and permitted assigns, from and against all third party suits, claims, actions, and proceedings and all related liabilities, losses, judgments, damages, costs and expenses (including interest, penalties, fines, legal fees and other litigation expenses) that are or are alleged to arise from: (i) Korn Ferry’s gross negligence, willful misconduct, or fraud; (ii) Korn Ferry’s breach of its representations and warranties; or (iii) intellectual property infringement.  Korn Ferry has no obligation regarding any infringement claim based upon services or materials which are modified, combined, operated, or used with any product, data, apparatus, software, or program not provided by Korn Ferry or authorized by Korn Ferry in writing, or which are a result of Client’s design specifications.  If an infringement claim is made relating to the New Materials, Korn Ferry Materials, or Services (the “Infringing Content”), Korn Ferry will: (w) procure for Client the right to continue to use the Infringing Content; (x) replace the Infringing Content with non-infringing materials; (y) modify the Infringing Content to make it non-infringing; or (z) terminate the Agreement and refund all pre-paid amounts paid by Client for which Client has not received Services.

12. Limitations of Liability.  NEITHER PARTY WILL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY TYPE, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, RELATING TO THE AGREEMENT.  KORN FERRY’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS RELATING TO THE AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY CLIENT TO KORN FERRY UNDER THE COF GIVING RISE TO THE LIABILITY.  THIS SECTION 12 APPLIES REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF THE PARTY KNOWS THAT THESE DAMAGES MIGHT OCCUR.

13. Informal Dispute Resolution.  If a dispute related to the Agreement arises between the Parties (“Dispute”), either Party may provide written notice of the Dispute to the other Party.  The Parties will work in good faith to resolve the Dispute.  If the Dispute involves an invoice, Client will pay the non-disputed portions of the invoice in accordance with Section 2.

14. Relationship of the Parties.  Korn Ferry is at all times an independent contractor.  Korn Ferry Employees remain in Korn Ferry’s employ and will not be deemed Client’s agents or employees.  Neither Party is authorized to bind or commit the other Party in any respect or to accept legal process on the other Party’s behalf.  Neither Party will be liable to any agent, subcontractor, supplier, employee, or customer of the other Party for any commission, compensation, remuneration, or similar benefit of any nature whatsoever.  The Agreement is not intended to, and does not, create or impose any fiduciary relationship between the Parties.

15. Subprocessing.  Client consents to, and authorizes Korn Ferry’s use of subprocessors, including Korn Ferry Affiliates, in connection with the provision of the Services.  Processing activities may include accessing, storing, handling or otherwise using Personal Data Korn Ferry remains responsible for the work and activities of its subprocessors to the same extent Korn Ferry would be liable if performing the Services. Korn Ferry is responsible for all payments to its subprocessors.  Korn Ferry has entered into a written agreement with subprocessors containing equivalent data protection obligations as in the Agreement.  An inclusive list of Korn Ferry’s current subprocessors is available on its corporate website at https://cdn.kornferry.com/privacy/subprocessor.pdf.  The published list is incorporated into the Agreement by reference.  Client may subscribe for notifications of changes to subprocessors through Korn Ferry’s corporate website at https://www.kornferry.com/privacy/security.  Client will be deemed to have approved changes to subprocessors where Korn Ferry notifies Client via the subscription service and no written objection is received from Client within fifteen (15) days of written notification.  If Client objects (on commercially reasonable grounds) in writing within fifteen (15) days of written notification, Korn Ferry may cease to provide or Client may agree not to use, on a temporary or on-going basis, the particular Service that would involve the use of the new subprocessor. Suspension of Services or partial termination by either Party subject to this Section 15 will not be deemed a breach of the Agreement.  If the Standard Contractual Clauses, as defined in the DPE, apply, this Section 15 constitutes Client’s prior written consent pursuant to Clause 5(h) of the Standard Contractual Clauses.

16. Assignment; Subcontracting.  Neither Party may sell, assign, or transfer the Agreement without the other Party’s written consent, but no consent is required if the assignment: (a) results from the assignor’s merger, consolidation, spin-off, split-off or acquisition but the assignment must be limited to the assignor’s survivor, subsidiary or successor; or (b) is to an Affiliate capable of performing the assignor’s duties and obligations under the Agreement.  Subject to the foregoing, the Agreement will inure to the benefit of and will be binding upon Korn Ferry, Client, and their respective successors and permitted assigns.  Korn Ferry will not subcontract the performance of Services without Client’s prior authorization.  This provision applies to subcontractors engaged specifically to provide Services for Client.

17. Governing Law. The Agreement will in all respects be governed by and construed in accordance with the laws of the State of New York, excluding any choice of law provisions and without effect to principles of conflicts of law, regardless of the place of making or performance.  Notwithstanding anything in the Agreement to the contrary, nothing in the Agreement requires Korn Ferry to do any act or refrain from doing any act which would result in Korn Ferry violating (or becoming subject to any penalty under) any laws to which it is subject.  The Parties disclaim the applicability of the United Nations’ Convention on the International Sale of Goods.

18. Notices.  Any notice either Party is required or permitted to give under the Agreement must be in writing and will be deemed to have been received when personally delivered, twenty-four (24) hours after it has been sent via overnight express courier, or seventy-two (72) hours after it has been deposited in the United States Mail, registered or certified, postage pre-paid, properly addressed to the Party to whom it is intended at the address set forth on the COF or any other addresses that either Party may hereafter designate in writing.  For Korn Ferry, all notices to be sent to: Korn Ferry (US) 33 South 6th Street, Suite 4900, Minneapolis, MN 55402, Attn: Legal Counsel.

19. Non Waiver. A Party’s failure at any time to enforce any of the provisions of, or any right or remedy available to it under, the Agreement or at law or in equity, or to exercise any option provided, will not constitute a waiver of that provision, right, remedy or option or in any way affect the validity of the Agreement.  A Party’s waiver of any default by either Party will not be deemed a continuing waiver, but will apply solely to the instance to which that waiver is directed.

20. Severability; Interpretation. Every provision of the Agreement will be construed, to the extent possible, to be valid and enforceable.  If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, that provision will be deemed severed from the Agreement, and all other provisions will remain in full force and effect.

21. No Third Party Beneficiary Rights.  The Agreement is not intended to be for the benefit of any person other than Client and Korn Ferry.  No other person, including any candidates or prospective candidates, will be considered a third party beneficiary of or otherwise entitled to any rights or benefits arising in connection with the Agreement.

22. Force Majeure. Neither Party will be considered to be in default as a result of its delay or failure to perform its obligations under the Agreement when the delay or failure arises out of causes beyond that Party’s reasonable control.  Causes may include acts of God or a public enemy, acts of the state or the government in its sovereign or contractual capacity, fires, floods, epidemics, strikes, and unusually severe weather; in every case, delay or failure to perform must be beyond the reasonable control of and without the fault or negligence of the Party claiming a force majeure event to excuse its performance.

23. Jury Trial Waiver.  Each Party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any dispute related to the Agreement.

24. Entire Agreement; Conflicts. The Agreement contains the entire agreement between the Parties regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter.  The Parties will not be bound by any representation, promise, or condition not expressly set forth in the Agreement.  Preprinted terms and conditions on any purchase order issued by Client, or terms and conditions included in Client’s vendor set up process, under the Agreement are superseded in their entirety by the Agreement and without force or effect, even if Korn Ferry signs the purchase order or acknowledges such terms to be set up as a vendor in Client’s systems and whether such signature or acknowledgement occurs prior to or after the execution of the Agreement.  Under no circumstances will Korn Ferry’s acknowledgement of any such terms be considered an amendment to the Agreement.  All purchase orders must include a reference to the Agreement.  Neither Party has been induced to enter into the Agreement by any representations or statements, oral or written, not expressly contained in the Agreement.  The Agreement may only be modified by the written agreement of both Parties.  Unless otherwise expressly provided in the COF, if there is a conflict or inconsistency between these General Terms and Conditions and any COF, or documents incorporated herein by reference, the order of precedence will be (a) the Product/Service Specific Terms and Conditions (but only as applied to the specific Product or Service, (b) these General Terms and Conditions, (c) the COF.

25. Compliance with Legal and Regulatory Requirements.

a. Each Party represents and warrants that it:

i. will comply with all applicable legal and regulatory requirements of any governmental or supranational body with jurisdiction over this Agreement or either Party, which include: (a) information privacy and data protection laws and regulations relating to the protection, disclosure and use of individuals' personal data such as the General Data Protection Regulation (GDPR) and other laws and regulations that mandate the protection of personal data; (b) anti-bribery, anti-corruption, and anti-money laundering laws and regulations, and (c) international trade laws and regulations, including those of the US, EU, UK, UN and any other governmental or supranational body with jurisdiction over the Agreement or either party (“Sanctions”);

ii. is not a target of Sanctions;

iii. is not owned or controlled by any person or entity that is a target of Sanctions; and

iv. is not located or organized in, or owned or controlled by persons or entities in a jurisdiction that is a target of Sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea Region of the Ukraine) (“Sanctioned Jurisdiction”).

b. Client further represents and warrants that it will not transfer, provide access, or use the Services or work product (including tools and intellectual property) to or for the benefit of any Specially Designated National and Blocked Person (as designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in any Sanctioned Jurisdiction, or to any other party if such transfer, access, or use would constitute a violation of Sanctions.

c. Any order from a Client that is subject to Sanctions or located in a Sanctioned Jurisdiction is deemed declined and void at inception if Korn Ferry’s fulfillment of such order would violate applicable Sanctions.  Any breach of this Section 25, including if a Client becomes subject to Sanctions, is a material breach of the Agreement and grounds for immediate termination by Korn Ferry.

26. Miscellaneous. No provision of the Agreement will be construed against or interpreted to the disadvantage of any Party because that Party has or is deemed to have drafted the provision.  All section headings and captions are for the Parties’ convenience only, are not part of the text, and will not be deemed in any way to limit or affect the meaning of the Agreement.  When used in the Agreement, “including” means “including without limitation.”  References to written orders include orders made via email.  The Parties may execute a COF in any number of counterpart copies, which may be delivered by PDF or other electronic means, each of which will be deemed an original, but which taken together constitute a single instrument.  Except as expressly provided in the Agreement, all remedies available to either Party for breach of the Agreement or at law or in equity are cumulative and may be exercised concurrently or separately.  Those sections of the Agreement that are intended by their nature to survive termination or expiration of the Agreement will survive.

EXHIBIT A

DPE

1. INTERPRETATION

1.1 Capitalized terms used but not defined in this Exhibit have the meanings given to them in the Agreement unless the context requires otherwise.

1.2 In this Exhibit:

Agreement means the Agreement to which this Exhibit is attached;

Approved Subprocessors means the subprocessors that have been approved by Client in accordance with Section 15 of the Agreement;

Data Protection Legislation means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing of Personal Data, as applicable to Client, Korn Ferry and/or the Services, including, but not limited to the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (GDPR), and any corresponding or equivalent national laws or regulations, in each case, as in force and applicable, and as may be amended, supplemented or replaced from time to time;

Data Subject means any person in respect of whom Personal Data is processed;

Personnel means officers, employees, workers or independent contractors.

Standard Contractual Clauses means the standard contractual clauses issued pursuant to the European Commission Decision 2010/87/EU of 5 February 2010 (notified under document C(2010)593), pre-signed by Korn Ferry as the data importer available on Korn Ferry’s corporate website at https://www.kornferry.com/privacy/security.

1.3 Any conflicts between the General Terms and Conditions and this Exhibit will be resolved in favor of the General Terms and Conditions.

2. SCOPE AND PURPOSE

2.1 Where Korn Ferry processes Personal Data on Client’s behalf as a data processor or equivalent under applicable data protection law, Korn Ferry will process Personal Data: (i) in the manner and for the purposes set out in this Exhibit and as documented in the Agreement; (ii) upon other specific reasonable documented instruction of Client; or (iii) as needed to comply with law.  The foregoing constitutes Client’s written instructions for purposes of Clause 5(a) of the Standard Contractual Clauses, if applicable.  Korn Ferry certifies its understanding that it is restricted from selling, or disclosing in exchange for consideration, Personal Data to a third party.  This Attachment does not apply where the Parties process Personal Data as independent data controllers, or equivalent, under applicable data protection law.

2.2 The types of Personal Data that may be processed by Korn Ferry are those provided by Client through its use of the Services, including Personal Data comprising business contact information of Client employees and contact information, survey responses and assessment evaluation data of Client-nominated assessment participants, including information on race, ethnic origin, sexual orientation, disability and veteran status, if requested by Client. Personal Data will be processed for the purposes of communication, assessment, analysis and generating reports in the course of providing the Services. The duration of the processing will be until the deletion of the Personal Data in accordance with Section 9 of this Exhibit.

2.3 Client hereby:

2.3.1 instructs Korn Ferry to take such steps in the processing of Personal Data on behalf of Client as are reasonably necessary for the provision of the Services;

2.3.2 ensures that all fair processing notices have been given (and/or, where necessary, valid consents have been obtained and not withdrawn) and are sufficient in scope and kept up-to-date in order to enable Korn Ferry to process the Personal Data in accordance with the Data Protection Legislation; and

2.3.3 authorises Korn Ferry to provide to the Approved Subprocessors and on behalf of Client instructions that are equivalent to the instructions set out in Section 2.3.1.

2.4 Where either party is responsible for collecting and transferring Personal Data for the purposes of the provision of the Services, it shall use its reasonable endeavours to ensure that it is not subject to any prohibition or restriction which would prevent the other party from processing that Personal Data in the manner reasonably necessary for Korn Ferry to perform, or Client to benefit from, the Services.

2.5 Korn Ferry will inform Client if it believes that any Client instructions regarding Personal Data processing would violate the GDPR.

3. CONFIDENTIALITY AND SECURITY

3.1 Korn Ferry undertakes to treat all Personal Data as confidential. Korn Ferry will ensure that persons authorised to process Personal Data are bound by obligations of confidentiality consistent with those imposed upon Korn Ferry under this Exhibit and under the Agreement.

3.2 Where legally allowed, Korn Ferry will promptly notify Client of any legally binding request from a law enforcement authority or others for disclosure of Personal Data before making any disclosure and will reject any non-legally binding requests.

3.3 Refer to Sections 9 and 10 of the General Terms and Conditions for further security requirements.

4. SECURITY BREACH

Korn Ferry will provide Client with written notice as soon as reasonably possible upon becoming aware of any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Personal Data processed by Korn Ferry (a Security Breach). Korn Ferry shall assist or support Client at Client’s request in complying with Client’s notification obligations regarding a Security Breach.

5. SUBPROCESSING.  Refer to Section 15 of the General Terms and Conditions.

6. CROSS-BORDER TRANSFERS OF PERSONAL DATA

Korn Ferry may transfer Personal Data to various locations, which may include locations both inside and outside of the European Economic Area. Korn Ferry will ensure that any cross-border transfers of Personal Data comply with applicable Data Protection Legislation. At Client’s request, Korn Ferry and any relevant Korn Ferry affiliate will enter into an appropriate data processing agreement or the standard contractual clauses with the Client to allow Client to transfer Personal Data to Korn Ferry and any Korn Ferry affiliate.  The Standard Contractual Clauses are incorporated by reference and apply to Personal Data that is transferred outside of the European Union, European Economic Area (EEA), and Switzerland, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Personal Data.  Notwithstanding the foregoing, the Standard Contractual Clauses will not apply if Korn Ferry has adopted an alternative recognized compliance standard for the lawful transfer of Personal Data outside the EEA.  For the purpose of the Standard Contractual Clauses and this Attachment 3, Client and its affiliates established in the European Union, EEA, and Switzerland are deemed “data exporters.”  Korn Ferry and its affiliates established outside of the European Union, EEA, and Switzerland are deemed “data importers.”

7. AUDIT

7.1 General Audit Terms. Client may conduct audits as described in this Section 7.  Permitted audits will be completed in a professional and ethical manner which does not, in Korn Ferry’s reasonable judgment, compromise the integrity of Korn Ferry’s (or its other customers’) data, system security, or operational performance. Client will notify Korn Ferry in writing at least twenty (20) business days prior to any audit taking place. Audits will be conducted during Korn Ferry’s normal business hours. Client will bear all costs and expenses relating to each audit. Client and its agents must keep confidential all information learned during any audit. Korn Ferry may require outside auditors to sign an appropriate confidentiality agreement. Korn Ferry will not provide Client or its agents with access to proprietary or confidential information concerning its other customers.  All information learned or acquired by Client during any audit is Korn Ferry Confidential Information.

7.2 Security and Compliance Audit. Client may conduct one security and compliance audit in any rolling 12-month period. Client may perform an assessment, audit, inspection, examination, or review of relevant security controls and processing activity in Korn Ferry’s physical and technical environment in relation to Client’s Personal Data processed by Korn Ferry pursuant to the Agreement and as is reasonably necessary to demonstrate Korn Ferry’s compliance with the Agreement. Requests to conduct security and compliance audits must be made in writing to Security@kornferry.com. Korn Ferry will provide access, at Korn Ferry’s discretion, to relevant documentation, knowledgeable personnel, physical premises, summary audit reports, ISO 27001 and 27018 annual certifications, and infrastructure and application software that process Client’s Personal Data. Client may not perform or disclose any of the following security testing of the system environment or associated infrastructure without first signing Korn Ferry’s Audit Compliance Agreement:  network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, service denial attack or other testing which by its application may cause impact to Korn Ferry’s data, its customers’ data, its operations or security.  If security testing is permitted, Client assumes sole and total responsibility and risk for any damages or liabilities arising directly or indirectly as a result of the testing.

7.3 Security Questionnaire.  Upon Client’s written request but no more than once in any rolling 12-month period, Korn Ferry will complete Client’s written information security questionnaire regarding Korn Ferry’s processing of Client’s Personal Data.

8. KORN FERRY ASSISTANCE

Taking into account the nature of the Personal Data processing and the information available to Korn Ferry will assist Client with Client’s obligation to respond to Data Subjects’ requests to exercise their rights under the GDPR; and, at Client’s request, using appropriate technical and organization measures, assist Client in meeting its compliance obligations regarding carrying out privacy and data protection impact assessments and related consultations of data protection authorities. Korn Ferry may charge a reasonable fee to Client for such requested assistance, to the extent permitted by applicable law and as agreed to by the Parties.

9. DESTRUCTION OF PERSONAL DATA

Upon request from Client, Korn Ferry will destroy all Personal Data processed by Korn Ferry on behalf of Client that is in the possession or under the control of Korn Ferry. In the event that the Client does not make such request, Korn Ferry will destroy all Personal Data in accordance with its business practices. Korn Ferry shall be entitled to retain such back-ups of Personal Data to the extent is not technologically feasible to delete such Personal Data provided that if it becomes technologically feasible, Korn Ferry will delete such information. Korn Ferry will provide certification of deletion of Personal Data as described in Clause 12(1) of the Standard Contractual Clauses to Client only upon Client’s written request.  For the avoidance of doubt, the foregoing specifically excludes information provided by Korn Ferry to Client regarding candidates in connection with an executive or professional search.

If applicable, please see the links below for copies of prior terms and conditions that apply to orders placed on or after the referenced date:

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