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ADDENDUM: DORA Mandatory Terms

This DORA Mandatory Terms Addendum (“Addendum”) shall form part of and is hereby incorporated into the Software License and Services Agreement (hereafter referred to as the “Agreement”) entered into between Licensee and FireMon (together referred to as the “Parties”).

1. Introduction

1.1. The Digital Operational Resilience Act (Regulation (EU) 2022/2554) (“DORA”) is EU legislation that entered into force on 16 January 2023 and applies as of 17 January 2025. The legislation will affect the Agreement entered into between the Parties.

1.2. This Addendum is designed as an industry template designed by members of the proprietary trading industry to implement, within the Agreements, the mandatory contractual provisions required by DORA as well as the associated Regulatory Technical Standards (“RTS”) (together the “Mandatory Terms”).

1.3 This Addendum solely aims to include the Mandatory Terms into the Agreement. All other contractual provisions in the Agreement between the Parties will remain unaffected. Where there is any conflict between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall take precedence.

1.4. Capitalised terms used but not defined in this Addendum, shall have the meaning given to them in DORA or the Agreement.

1.5. Based on the nature and use of the Software and related support services as of the effective date of this Addendum, the Parties have mutually determined that the Software and related support services being provided by FireMon in connection with the Agreement are not considered to include critical or important function(s) in accordance with Art 3(22) of DORA. Licensee shall notify FireMon if this classification changes.

1.6. These Mandatory Terms constitute a legally binding amendment to the Agreement, required to enable the Licensee to comply with its, or its affiliates’, legal obligations. This Addendum shall take effect on the date of the last signature below or, if not signed, on the effective date of the Agreement, and shall be binding on both Parties.

2. Software Descriptions and Performance Monitoring

2.1. The Parties agree that:

  • 2.1.1. the Agreement sets out the functionality, features, and related services (the “Software”) to be provided by FireMon to the Licensee.
  • 2.1.2. the Software will be installed on Licensee’s premises. FireMon is not intended or required to receive, store or process any personal or otherwise sensitive data, or non-personal data as required by DORA, of Licensee (“Licensee Data”) in connection with the Software or related support services. Licensee shall not submit or make available Licensee Data to FireMon unless necessary and agreed by the Parties.

2.2. FireMon agrees to the following requirements in connection with the Software and related support services:

  • 2.2.1. To the extent FireMon receives, accesses, stores or otherwise processes Licensee Data in connection with the Software or related support services, FireMon shall maintain appropriate measures designed to protect the availability, authenticity, integrity and confidentiality of such Licensee Data, in accordance with applicable laws and regulations.
  • 2.2.2. To the extent any Licensee Data is held or processed by FireMon, FireMon shall, upon the insolvency, resolution or discontinuation of FireMon’s business operations, or upon termination of the Agreement, provide for the access, recovery and return of such Licensee Data in FireMon’s possession or control in an easily accessible format.
  • 2.2.3. If an ICT-related incident related to the Software or related support services occurs, FireMon shall provide the Licensee with reasonable assistance in connection with such incident, at no additional cost or at a cost determined in advance, taking into account the nature and scope of the incident and the services provided by FireMon.
  • 2.2.4. FireMon shall reasonably cooperate with the Licensee’s competent authorities and resolution authorities, and with persons appointed by such authorities, in connection with the Software and related support services, subject to applicable law and reasonable confidentiality, security and access-control requirements.
  • 2.2.5. Where appropriate in light of the Software and related support services provided by FireMon, FireMon shall participate in the Licensee’s relevant ICT security awareness programs and digital operational resilience training, subject to reasonable advance notice and mutually agreed scheduling and scope.

3. Termination

3.1. Notwithstanding the termination provisions contained in the Agreement, the Licensee may terminate the relevant Agreement with immediate effect in any of the following circumstances:

  • in the event that there is a significant breach by FireMon of any applicable laws and/or regulations or if there is a material breach of the terms of this Addendum;
  • in the event that certain circumstances have been identified, throughout the monitoring of the ICT third-party risk, which circumstances are deemed capable of altering the performance of the functions provided by FireMon in accordance with this Addendum, including material changes that may affect the arrangement with, or the situation of, FireMon;
  • FireMon’s evidenced weaknesses pertaining to its overall ICT risk management or the security of the Software or related support services, including, where applicable, in the way it ensures the availability, authenticity, integrity and confidentiality of Licensee Data, whether personal or otherwise sensitive data, or non-personal data as required by DORA; or
  • where the competent authority can no longer effectively supervise the Licensee, due to the conditions of, or circumstances related to, the respective contractual arrangement and/or Agreement.

3.2. When the Licensee’s is mandated by a competent authority or resolution authority to terminate any Agreement, such Agreement may be terminated by Licensee upon 90 days’ prior written notice unless a shorter notice period applies and/or is required by a competent authority or resolution authority.

4. Miscellaneous

4.1. The Agreement, it’s amendments, and this Addendum, constitute the entire agreement between the Parties.

4.2. Where a provision of DORA is superseded or invalidated, or where DORA (including any updates to the Contracting RTS and Subcontracting RTS) requires changes to the terms of this Addendum, the Parties shall, to the extent legally required, negotiate in good faith and document any necessary changes through a written amendment to this Addendum in accordance with applicable law and regulations.

4.3. The laws governing the Agreement also govern the terms supplemented by way of this Addendum and the courts identified in the Agreement also have jurisdiction over the terms supplemented by way of this Addendum.

4.4. Each Party bears its own costs, responsibilities and liabilities in respect of this Addendum and the implementation thereof.

ADDENDUM: DORA Mandatory Terms | FireMon