Coefficient Data Processing Addendum
Last Updated: April 25, 2023
This Data Processing Addendum (“DPA”) forms part of, and is subject to, the Terms and Conditions or other written or electronic terms of service or subscription agreement between Coefficient Works, Inc. (“Coefficient“) and the legal entity defined as ‘Customer’ thereunder together with all Customer Affiliates who are signatories to an Order Form for their own Account (as defined in Section 1 below) pursuant to such agreement (collectively, for purposes of this DPA, “Customer”, and together with Coefficient, the “parties”) (such agreement, the “Agreement”). This DPA shall be effective on the effective date of the Agreement, unless this DPA is separately executed in which case it’s effective on the date of the last signature (“DPA Effective Date”). All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.
“Account” means Customer’s account in the Services in which Customer stores and processes Customer Data.
“Affiliate” has the meaning set forth in the Agreement.
“Authorized Affiliate” shall mean a Customer Affiliate who has not signed an Order Form pursuant to the Agreement, but is either a Data Controller or Data Processor for the Customer Personal Data processed by Coefficient pursuant to the Agreement, for so long as such entity remains a Customer Affiliate.
“California Consumer Privacy Act” or “CCPA” means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020, and all implementing regulations, as the foregoing may be amended from time to time.
“CPA” means the Colorado Privacy Act, and its implementing regulations, Col. Rev. Statutes, Part 13, et seq. as the same may be amended from time to time;
“CTDPA” means the Connecticut Data Protection Act, Conn. Gen. Stat. Section 743d, et seq. and its implementing regulations, as the same may be amended from time to time;
“Customer Data” has the meaning set forth in the Agreement.
“Customer Personal Data” means any Customer Data that is Personal Data.
“Data Controller” means an entity that determines the purposes and means of the Processing of Personal Data.
“Data Processor” means an entity that Processes Personal Data on behalf of a Data Controller.
“Data Protection Laws” means all data protection and privacy laws applicable to the respective party in its role in the Processing of Personal Data under the Agreement, including, where applicable, EU & UK Data Protection Law, the CCPA, CPA, CTDPA, UCPA, and VCDPA.
“Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.
“EU & UK Data Protection Law” means (i) Regulation 2016/679 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 (General Data Protection Regulation) (“GDPR”); and (ii) the GDPR as it forms part of United Kingdom law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and the Data Protection Act 2018.
“Personal Data” means any information or data relating to an identified or identifiable natural person and includes similarly defined terms in Data Protection Laws, including, but not limited to, the definition of “personal information” in the CCPA.
“Processing” shall mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination and “Process“, “Processes” and “Processed” will be interpreted accordingly.
“Purposes” shall mean (i) Coefficient’s provision of the Services as described in the Agreement, including Processing initiated by End Users in their use of the Services; and (ii) further documented, reasonable instructions from Customer agreed upon by the parties.
“Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data.
“Services” means the generally available Coefficient software-as-a-service offering described in the Documentation and procured by Customer, and any other services provided by Coefficient as described under the Agreement, including but not limited to support and technical services.
“SCCs” means together (i) “EU SCCs” means the standard contractual clauses for the transfer of personal data to third countries approved pursuant to Commission Decision (EU) 2021/914 of 4 June 2021, currently found at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en and (ii) “UK Addendum” means the International Data Transfer Addendum issued by the Information Commissioner’s Office under s.119(A) of the UK Data Protection Act 2018, currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf (“UK Addendum”).
“Sub-Processor” means any other Data Processors engaged by Coefficient to Process Customer Personal Data.
”UCPA” means the Utah Consumer Privacy Act, Utah Code, Chapter 61, and its implementing regulations as the same may be amended from time to time; and
“VCDPA” means the Virginia Consumer Data Protection Act, Va. Code § 59.1-575 et. seq.
2. Scope and Applicability of this DPA
This DPA applies where and only to the extent that Coefficient Processes Customer Personal Data on behalf of Customer as Data Processor in the course of providing the Services.
3. Roles and Scope of Processing
3.1. Role of the Parties. As between Coefficient and Customer, Coefficient shall Process Customer Personal Data only as a Data Processor (or sub-processor) acting on behalf of Customer and, with respect to CCPA, as a “service provider” as defined therein, in each case regardless of whether Customer acts as a Data Controller or as a Data Processor on behalf of a third-party Data Controller (“Third-Party Controller”) with respect to Customer Personal Data.
3.2. Customer Instructions. Coefficient will Process Customer Personal Data only for the Purposes. Customer shall ensure its Processing instructions are lawful and that the Processing of Customer Personal Data in accordance with such instructions will not violate applicable Data Protection Laws. The parties agree that the Agreement (including this DPA) sets out the exclusive and final instructions to Coefficient for all Processing of Customer Personal Data, and (if applicable) include and are consistent with all instructions from Third-Party Controllers. Any additional requested instructions requires the prior written agreement of Coefficient. Coefficient shall promptly notify Customer if, in Coefficient’s opinion, such an instruction violates EU & UK Data Protection Law. Where applicable, Customer shall be responsible for any communications, notifications, assistance and/or authorizations that may be required in connection with a Third-Party Controller.
3.3. Customer Affiliates. Coefficient’s obligations set forth in this DPA shall also extend to Authorized Affiliates, subject to the following conditions:
(a) Customer must exclusively communicate any additional Processing instructions requested pursuant to 3.2 directly to Coefficient, including instructions from its Authorized Affiliates;
(b) Customer shall be responsible for Authorized Affiliates’ compliance with this DPA and all acts and/or omissions by an Authorized Affiliate with respect to Customer’s obligations in this DPA shall be considered the acts and/or omissions of Customer; and
(c) Authorized Affiliates shall not bring a claim directly against Coefficient. If an Authorized Affiliate seeks to assert a legal demand, action, suit, claim, proceeding or otherwise against Coefficient (“Authorized Affiliate Claim”): (i) Customer must bring such Authorized Affiliate Claim directly against Coefficient on behalf of such Authorized Affiliate, unless Data Protection Laws require the Authorized Affiliate be a party to such claim; and (ii) all Authorized Affiliate Claims shall be considered claims made by Customer and shall be subject to any liability restrictions set forth in the Agreement, including any aggregate limitation of liability.
3.4. Customer Processing of Personal Data. Customer agrees that it: (i) will comply with its obligations under Data Protection Laws with respect to its Processing of Customer Personal Data; (ii) will make appropriate use of the Services to ensure a level of security appropriate to the particular content of the Customer Personal Data, such as pseudonymizing and backing-up Customer Personal Data; and (iii) has obtained all consents, permissions and rights necessary under Data Protection Laws for Coefficient to lawfully Process Customer Personal Data for the Purposes, including, without limitation, Customer’s sharing and/or receiving of Customer Personal Data with third parties via the Services.
3.5. Details of Data Processing.
(a) Subject Matter: The subject matter of the Processing under this DPA is the Customer Personal Data.
(b) Frequency and duration: Notwithstanding expiry or termination of the Agreement, Coefficient will Process the Customer Personal Data continuously and until deletion of all Customer Personal Data as described in this DPA.
(c) Purpose: Coefficient will Process the Customer Personal Data for the Purposes, as described in this DPA.
(d) Nature of the Processing: Coefficient will perform Processing as needed for the Purposes, and to comply with Customer’s Processing instructions as provided in accordance with the Agreement and this DPA.
(e) Return or Deletion of Customer Personal Data. Upon Customer’s request following expiration or termination of the Agreement, Coefficient shall return to Customer or destroy any Customer Personal Data in our possession or control. This requirement shall not apply: (i) to the extent that we are required by applicable law to retain Customer Personal Data; and/or (ii) Customer Personal Data stored on our or any Sub-Processor’s automatic electronic backup or disaster recovery systems until deleted in the ordinary course thereof; provided that we (and any Sub-Processor, as applicable) refrain from further Processing the Customer Personal Data in performance of the Agreement, and comply with this DPA until Customer Personal Data is returned or destroyed.
(f) Categories of Data Subjects: The categories of Data Subjects to which Customer Personal Data relate are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:
(i) Prospects, customers, business partners and vendors of Customer (who are natural persons);
(ii) Employees or contact persons of Customer’s prospects, customers, business partners and vendors; and/or
(iii) Employees, agents, advisors, freelancers of Customer (who are natural persons).
(g) Categories of Personal Data: The types of Customer Personal Data are determined and controlled by Customer in its sole discretion, and may include, but are not limited to:
(i) Identification and contact data (name, address, title, contact details);
(ii) Employment details (employer, job title, geographic location, area of responsibility); and/or
(iii) IT information (IP addresses, cookies data, location data).
(h) Special Categories of Personal Data: None.
3.6. CCPA Terms.
(a) Customer is the “Business” and Coefficient is the “Service Provider,” for purposes of CCPA.
(b) Customer discloses Customer Personal Data to Coefficient solely for the Purposes.
(c) Customer is entitled, to the extent required under CCPA, to: (i) take reasonable and appropriate steps to ensure that Coefficient uses Customer Personal Data in a manner consistent with Customer’s obligations under CCPA; (ii) monitor Coefficient’s compliance to the extent required by CCPA; and (iii) take, upon notice, reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Data by Coefficient to the extent required by CCPA.
(d) Coefficient shall: (i) not “Sell” or “Share” Customer Personal Data; (ii) not retain, use, or disclose the Customer Personal Data: (A) outside the direct business relationship between Coefficient and Customer; or (B) for any purpose other than for the Purposes, unless otherwise permitted by the CCPA; (iii) upon instruction by Customer, stop using Sensitive Personal Information for any purpose other than the Purposes to the extent we have actual knowledge that the Customer Personal Data is Sensitive Personal Information; (iv) not combine Customer Personal Data with other personal data that Coefficient receives from, or on behalf of, other customers, unless permitted by CCPA; (v) refrain from attempting to re-identify any de-identified information disclosed by Customer to Coefficient under the Agreement; (vi) only subcontract any Processing of Customer Personal Data pursuant to Section 4 of this DPA (“Sub-Processing”); (viii) reasonably assist Customer in responding to Data Subject Requests pursuant to Section 9 of this DPA (“Cooperation”); (ix) promptly notify Customer if Coefficient determines that Coefficient can no longer meet its obligations under CCPA or under this Section; and (x) remain liable for Coefficient’s own violations of CCPA. “Business,” “Selling,” “Sensitive Personal Information” and “Service Provider” as used in this Section shall have the meaning set forth in CCPA.
4.1. Authorized Sub-Processors. Customer provides Coefficient with a general authorization to engage Sub-processors, subject to Section 4.3 (Changes to Sub-processors), as well as Coefficient’s current Sub-processors listed at https://coefficient.io/sub-processors (“Sub-processor Site”) as of the DPA Effective Date.
4.2. Sub-Processor Obligations. Coefficient shall: (i) enter into a written agreement with each Sub-processor imposing data protection obligations materially no less protective of Customer Personal Data as Coefficient’s obligations under this DPA to the extent applicable to the nature of the services provided by such Sub-processor; and (ii) remain liable for each Sub-processor’s compliance with the obligations under this DPA. Upon written request, and subject to any confidentiality restrictions, Coefficient shall use reasonable efforts to provide Customer all relevant information it reasonably can in connection with its applicable Sub-processor agreements where required to satisfy Customer’s obligations under Data Protection Laws.
4.3. Changes to Sub-Processors. Coefficient shall make available on its Sub-processor Site a mechanism to subscribe to notifications of new Sub-processors. Coefficient shall provide such notification to those emails that have subscribed at least fourteen (14) days in advance of allowing the new Sub-processor to Process Customer Personal Data (the “Objection Period”). During the Objection Period, objections (if any) to Coefficient’s appointment of the new Sub-processor must be provided to Coefficient in writing and based on reasonable grounds relating to data protection. In such event, the parties will discuss those objections in good faith with a view to achieving resolution. If it can be reasonably demonstrated to Coefficient that the new Sub-processor is unable to Process Customer Personal Data in compliance with the terms of this DPA and Coefficient cannot provide an alternative Sub-processor, or the parties are not otherwise able to achieve resolution as provided in the preceding sentence, Customer, as its sole and exclusive remedy, may provide written notice to Coefficient terminating the Order Form(s) with respect only to those aspects of the Services which cannot be provided by Coefficient without the use of the new Sub-processor. Coefficient will refund Customer any prepaid unused fees of such Order Form(s) following the effective date of termination with respect to such terminated Services.
5.1. Security Measures. Coefficient shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data in accordance with Coefficient’s Information Security Policy found at https://coefficient.io/security-addendum (“Security Addendum”). Coefficient may review and update its Security Addendum from time to time, provided that any such updates shall not materially diminish the overall security of the Services or Customer Personal Data.
5.2. Confidentiality of Processing. Coefficient shall ensure that any person who is authorized by Coefficient to Process Customer Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
5.3. No Assessment of Customer Personal Data by Coefficient. Coefficient shall have no obligation to assess the contents or accuracy of Customer Personal Data, including to identify information subject to any specific legal, regulatory, or other requirement. Customer is responsible for reviewing the information made available by Coefficient relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws.
6. Customer Audit Rights
6.1. Upon written request and at no additional cost to Customer, Coefficient shall provide Customer, and/or its appropriately qualified third-party representative (collectively, the “Auditor”), access to reasonably requested documentation evidencing Coefficient’s compliance with its obligations under this DPA in the form of the relevant audits or certifications listed in the Security Addendum, such as (i) Coefficient’s SOC 2 audit results, and (ii) Coefficient’s most recently completed industry standard security questionnaire, such as a SIG or CAIQ (collectively, “Reports”). In the event that the Reports are not sufficient to fulfill your obligations under applicable Data Protection Laws, Coefficient shall, to the extent required by applicant Data Protection Laws and at Customer’s expense: (a) provide additional documentation and information as reasonably necessary; and (b) allow for an contribute to audits in order to assess Coefficient’s compliance with this DPA (such audits shall not take place more than once in any twelve (12) month period, shall not unreasonably interfere with Coefficient’s operations, shall require no less than sixty (60) days written notice to Coefficient, and shall not require Coefficient to disclose information or data relating to any other customer or that is subject to confidentiality obligations).
7. Data Transfers
7.1. Hosting and Processing Locations. Customer acknowledges that Coefficient may transfer Customer Personal Data to countries outside of the European Economic Area and its member states, United Kingdom and/or Switzerland in order to provide the Services. Customer hereby consents to such transfers of Customer Personal Data subject to Coefficient’s compliance with applicable Data Protection Laws, including the obligations set forth in this Section 7.
7.2. Transfer Mechanisms. For any transfers by Customer of Customer Personal Data from the European Economic Area and its member states, United Kingdom and/or Switzerland (collectively, “Restricted Countries”) to Coefficient in a country which does not ensure an adequate level of protection (within the meaning of and to the extent governed by the applicable Data Protection Laws of the Restricted Countries) (collectively, “Third Country”), such transfers shall be governed by a valid mechanism for the lawful transfer of Customer Personal Data recognized under applicable Data Protection Laws, such as those directly below in 7.2.1. For clarity, for transfers from the United Kingdom and Switzerland, references in the SCCs shall be interpreted to include applicable terminology for those jurisdictions (e.g., ‘Member State’ shall be interpreted to mean ‘United Kingdom’ for transfers from the United Kingdom).
7.2.1. SCCs: Each party agrees to abide by and transfer Customer Personal Data from the Restricted Countries in accordance with the EU SCCs and UK Addendum respectively and where applicable, which are incorporated into this DPA by reference. Each party is deemed to have executed the SCCs as of the Effective Date by entering into this DPA and such details shall apply for the purposes of Table 1 of the UK Addendum.
(a) The below shall apply to the SCCs, including the election of specific terms and/or optional clauses as described in more detail in (i)-(x) below, and any optional clauses not expressly selected are not incorporated (including with respect to Table 2 of the UK Addendum):
(i) The Module 2 terms apply to the extent Customer is a Data Controller and the Module 3 terms apply to the extent Customer is a Data Processor of the Customer Personal Data. The foregoing shall apply with respect to Table 2 of the UK Addendum;
(ii) The optional Clause 7 in Section I of the SCCs is incorporated, and Authorized Affiliates may accede to this DPA and the SCCs under the same terms and conditions as Customer, subject to Section 3.3 of this DPA via mutual agreement of the parties. The foregoing shall apply with respect to Table 2 of the UK Addendum;
(iii) For purposes of Clause 9 of the SCCs, Option 2 (‘General written authorization’) is selected and the process and time period for the addition or replacement of Sub-processors shall be as described in Section 4 (Sub-processing) of this DPA. The foregoing shall apply with respect to Table 2 of the UK Addendum;
(iv) For purposes of Clause 13 and Annex 1.C of the EU SCCs, Customer shall maintain accurate records of the applicable Member State(s) and competent supervisory authority, which shall be made available to Coefficient on request;
(v) For purposes of Clause 14(c), Customer may subscribe to the Sub-processor Site to receive notifications regarding updates to Coefficient’s overview of relevant laws and practices of Third Countries;
(vi) For purposes of Clause 17 and Clause 18 of the EU SCCs, the Member State for purposes of governing law and jurisdiction shall be the Netherlands. Part 2, Section 15(m) and Part 2, Section 15(n) of the UK Addendum regarding Clause 17 and Clause 18 of the EU SCCs shall apply;
(vii) For purposes of Annex 1.A, the ‘data importer’ shall be Coefficient and the ‘data exporter’ shall be Customer and any Authorized Affiliates that have acceded to the SCCs pursuant to this DPA. The foregoing shall apply with respect to Table 3 of the UK Addendum;
(viii) For purposes of Annex 1.B, the description of the transfer is as described in Section 3.5 (Details of Data Processing) of this DPA. The foregoing shall apply with respect to Table 3 of the UK Addendum;
(ix) For purposes of Annex 2, the technical and organization measures are as follows: (i) Those measures implemented by Coefficient shall be as described in Section 5.1 (Security Measures) of this DPA; and (ii) Those measures that can be selected or configured by Customer, including appropriate controls for ‘special categories of data’, shall be as further described in Coefficient’s Documentation. The foregoing shall apply with respect to Table 3 of the UK Addendum; and
(x) The Sub-processors for Annex III shall be as described in Section 4.1 (Authorized Sub-processors) of this DPA. The foregoing shall apply with respect to Table 3 of the UK Addendum; and
(xi) With respect to Table 4 of the UK Addendum, Customer may suspend or terminate the Processing of the Customer Personal Data by Coefficient that is subject to UK GDPR at any time by deleting all such Customer Personal Data in the Service. Additionally, either party may terminate the UK Addendum pursuant to Section 19 of the UK Addendum if, after a good faith effort by the parties to amend this DPA to account for the approved changes and any reasonable clarifications to the UK Addendum, the parties are unable to come to a mutual agreement
8. Security Incident Response
8.1. Security Incident Reporting. If Coefficient becomes aware of a Security Incident, Coefficient shall notify Customer without undue delay, and in any case, where feasible, notify Customer within seventy-two (72) hours after becoming aware. Coefficient’s notification shall be sent to the email registered by Customer within the Service for such purposes, and where no such email is registered, Customer acknowledges that the means of notification shall be at Coefficient’s reasonable discretion and Coefficient’s ability to timely notify shall be negatively impacted. Coefficient shall promptly take commercially reasonable steps to assist Customer in its efforts to contain, investigate, and mitigate any Security Incident.
8.2. Security Incident Communications. Coefficient shall provide Customer timely information about the Security Incident, including, but not limited to, to the extent known, the nature and consequences of the Security Incident, the measures taken and/or proposed by Coefficient to mitigate or contain the Security Incident, the status of Coefficient’s investigation, a contact point from which additional information may be obtained, and the categories and approximate number of data records concerned. Notwithstanding the foregoing, Customer acknowledges that because Coefficient personnel do not have visibility to the content of Customer Personal Data, it will be unlikely that Coefficient can provide information as to the particular nature of the Customer Personal Data, or where applicable, the identities, number or categories of affected Data Subjects. Communications by or on behalf of Coefficient with Customer in connection with a Security Incident shall not be construed as an acknowledgment by Coefficient of any fault or liability with respect to the Security Incident.
9.1. Data Subject Requests. In the event Coefficient receives a request from a Data Subject that identifies Customer Personal Data or otherwise identifies Customer, including where the Data Subject seeks to exercise any of its rights under applicable Data Protection Laws (collectively, “Data Subject Request”), Coefficient shall (unless prohibited by law) direct the Data Subject to Customer in the first instance. The Service provides Customer with a number of controls that Customer may use to assist it in responding to Data Subject Requests and Customer will be responsible for responding to any such Data Subject Requests. To the extent Customer is unable to access the relevant Customer Personal Data within the Services using such controls or otherwise, Coefficient shall (upon Customer’s written request and taking into account the nature of the Processing) provide commercially reasonable cooperation to assist Customer in responding to Data Subject Requests.
9.2. Data Protection Impact Assessments. Coefficient shall provide reasonably requested information regarding the Services to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws, so long as Customer does not otherwise have access to the relevant information.
9.3. Government, Law Enforcement, and/or Third-Party Inquiries. If Coefficient receives a demand to retain, disclose, or otherwise Process Customer Personal Data for any third party, including, but not limited to law enforcement or a government authority (“Third-Party Demand”), then Coefficient shall attempt to redirect the Third-Party Demand to Customer. Customer agrees that Coefficient can provide information to such third-party as reasonably necessary to redirect the Third-Party Demand. If Coefficient cannot redirect the Third-Party Demand to Customer, then Coefficient shall, to the extent legally permitted to do so, provide Customer reasonable notice of the Third-Party Demand as promptly as feasible under the circumstances to allow Customer to seek a protective order or other appropriate remedy. This section does not diminish Coefficient’s obligations under the SCCs with respect to access by public authorities.
10. Relationship with the Agreement
10.1. The parties agree that this DPA shall replace and supersede any existing data processing addendum, attachment, exhibit or standard contractual clauses that Coefficient and Customer may have previously entered into in connection with the Services. Coefficient may update this DPA from time to time, with such updated version posted to https://coefficient.io/data-processing-addendum, or a successor website designated by Coefficient; provided, however, that no such update shall materially diminish the privacy or security of Customer Personal Data.
10.2. Except as provided by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict in connection with the Processing of Customer Personal Data.
10.3. Notwithstanding anything to the contrary in the Agreement or this DPA, each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or relating to this DPA, the SCCs, and any other data protection agreements in connection with the Agreement (if any), shall be subject to any aggregate limitations on liability set out in the Agreement. Without limiting the parties’ obligations under the Agreement, each party agrees that any regulatory penalties incurred by one party (the “Incurring Party”) in relation to the Customer Personal Data that arise as a result of, or in connection with, the other party’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce the Incurring Party’s liability under the Agreement as if it were liability to the other party under the Agreement.
10.4. In no event shall this DPA benefit or create any right or cause of action on behalf of a third party (including a Third-Party Controller), but without prejudice to the rights or remedies available to Data Subjects under Data Protection Laws or this DPA (including the SCCs).
10.5. This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.