California Consumer Privacy Act Client Addendum

THIS CALIFORNIA CONSUMER PRIVACY ACT ADDENDUM (Addendum) supplements the Engagement Agreement (Agreement) entered into between Eisner Advisory Group LLC, EisnerAmper LLP and/or their respective subsidiaries (collectively,”Service Provider”) and the customer identified in the applicable Agreement to whom services outlined therein are provided ("Customer") (referred to collectively as the “Parties”), solely to the extent that the provision of services to Customer pursuant to such Agreement requires that Service Provider collect, process, or disclose personal information of consumers, as defined below.

WHEREAS, EisnerAmper LLP and Eisner Advisory Group LLC are independently owned firms that practice in an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable law, regulations and professional standards. EisnerAmper LLP is a licensed CPA firm that provides attest services, and Eisner Advisory Group LLC and its subsidiary entities provide tax and business consulting services to clients and provide staff and other administrative resources to EisnerAmper LLP. Eisner Advisory Group LLC and its subsidiary entities are not licensed CPA firms;

WHEREAS, Customer desires to provide or make available to Service Provider, or permit Service Provider to access, create, collect, process, and/or disclose certain personal information for the purposes of providing some or all of the services described in the Agreement (Services);

WHEREAS, Service Provider desires to access, create, collect, process and/or disclose certain of the Customer’s personal information as necessary and appropriate to perform the Services under the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, and for continuing to perform the Services, the Parties agree as follows:

  1. The terms used in this Addendum, including without limitation consumer, personal information, collect, and process, shall have the same definition as set forth in the California Consumer Privacy Act, as amended (CCPA), except as otherwise defined in this Addendum.
  2. Customer represents and warrants that (i) it has provided notice to all consumers whose personal information is being used by or shared with Service Provider consistent with the CCPA, including but not limited to notice the personal information is being used or shared consistent with Cal. Civ. Code 1798.140(t)(2)(C)(i), and (ii) it has obtained all required consents and authorizations from consumers prior to sharing their personal information with Service Provider.
  3. To the extent that Service Provider it is a “service provider” as that term is defined under the CCPA, and solely with respect to the Customer’s personal information concerning consumers that Service Provider collects, processes, or discloses in connection with the Services, Service Provider
    1. may not (i) retain, use, or disclose such personal information for any purpose or outside the direct business relationship between the Service Provider and the Customer, other than for the specific purpose of performing the Services specified in the Agreement, or as otherwise permitted by the CCPA; or (ii) sell such personal information. To the extent applicable, Service Provider certifies that it understands the restrictions in this section 2.1 and will comply with them;
    2. maintains reasonable safeguards to protect such personal information;
    3. will promptly delete all copies of such personal information, upon written request of Customer, to the extent required under the CCPA;
    4. will promptly assist the Customer to respond to verifiable consumer requests concerning such personal information, to the extent required under the CCPA; and
    5. will promptly notify Customer of any request from a person seeking to exercise any rights under the CCPA concerning such personal information, provided, however, Service Provider shall have no obligation to respond directly to any consumer of Customer.
  4. Sale of Information. The Parties acknowledge and agree that the exchange of personal information between the Parties does not form part of any monetary or other valuable consideration exchanged between the Parties.
  5. Term and Termination. The duties and obligations under this Addendum shall commence as of the date the Agreement incorporating this Addendum is signed by both Parties, and shall terminate upon the later of the termination of the Addendum or the date Service Provider no longer maintains or has access to any such personal information.
  6. No third-party beneficiary rights. Nothing in this Addendum, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Addendum on any persons other than the Parties to it and their respective successors and permitted assigns.
  7. Entire Addendum. This Addendum sets forth the full and complete understanding of the Parties hereto with regard to its subject matter and shall replace and supersede any prior versions of this Addendum. No amendment or modification of this Addendum shall be binding unless duly executed in writing by each of the Parties hereto.
  8. Notices: Any notice which is to be given by one party to the other under this Addendum will be given in accordance with the instructions provided in the Agreement or, if there are no such instructions, to the signatory to the Agreement at the address provided in the Agreement.