Data Processing
Agreement
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PREPARED FOR
[Data Processor Name]
PREPARED BY
[Company Name]
Data Processing Agreement
This Data Processing Agreement (hereinafter referred to as the “Agreement”) is entered into and shall be effective as on [Effective Date] (hereinafter referred to as the “Effective Date”),
By and Between
[Company Name] (hereinafter referred to as the “Company”), and;
[Data Processor Name] (hereinafter referred to as the “Data Processor”) for the purpose of regulating particularities of data processing between the Company and the Data Processor.
Hereinafter, the Company and the Data Processor shall be collectively referred to as the “Parties” and individually as the “Party.”
THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the Parties to this Agreement hereby agree as follows:
TERMS AND CONDITIONS.
1. DEFINITIONS.
The terms listed below shall hold the same meaning as is defined hereunder throughout the Agreement:
(a) “Confidential Information” shall mean all forms of information and data that may contain business and trade secrets, information received about the other Party, and its business connection with this Agreement.
(b) “Data” shall mean all information that is processed by the Data Processor.
(c) “Territory” shall mean the area beyond the boundaries of which the Company does not exert its power or business.
(d) “Company Personal Data” shall mean any personal data processed by a Contracted Processor on behalf of the Company in connection to the Agreement.
(e) “Contracted Processor” shall mean any Subprocessor.
(f) “Data Transfer” shall imply any form of transfer of Company Personal Data to a Contracted Processor.
(g) “Subprocessor” shall mean any individual who has been appointed by the Data Processor for the purpose of processing Personal Data as per the terms of this Agreement.
2. ACCESSIBILITY OF DATA.
The Data Processor shall be held responsible for ensuring the reliability of any employee, agent, or other personnel who may have access to the Company's Personal Data. The Data Processor must strictly ensure that the access of such Personal Data is limited to the authorized members alone, thus serving no breach or disclosure of the same. All individuals shall be subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
3. OBLIGATION.
The Data Processor shall be obligated to the Company as follows:
(a) The Data Processor must comply with all applicable laws as per the Jurisdiction law of the state of [Governing Law] for processing the Company’s Personal Data.
(b) The Data Processor shall refrain from processing any unauthorized Personal Data of the Company.
(c) The Company's instructions for processing the Company Personal Data must be final and thus shall be obeyed accordingly by the Data Processor.
(d) The Data Processor shall briefly notify the Company if they receive any request regarding the Company Personal Data.
(e) Unless authorized by the Company, the Data Processor shall not respond to such requests, and those must be promptly referred to the extent of the applicable jurisdiction laws.
4. PERSONAL DATA BREACH.
The Data Processor must promptly inform the Company of any Personal Data breach affecting the Company’s Personal Data, providing the Company with adequate data to allow the Company to report or inform about the Personal Data breach under the Jurisdiction laws of the state of [Governing Law]. The Data Processor shall assist the Company in the investigation, mitigation, or remediation of such Personal Data Breach.
5. DATA TRANSFER.
Unless authorized by the Company, the Data Processor shall not relocate or permit to relocate the Data beyond the Territories as mentioned in this Agreement. However, if the Personal Data is transferred beyond the authorized Territory, the Parties must ensure the necessary protection of the Personal Data.
6. CONFIDENTIALITY.
Each Party is obligated to keep all Confidential Information received during the term of this Agreement strictly confidential. Unless it is authorized before, the Parties shall not disclose any part or all of the Confidential Information except to the extent that:
(a) The aforementioned information is already in the public domain or
(b) The disclosure is made necessary before the Law.
7. TERM AND TERMINATION.
The Agreement herein shall continue to be effective as per the aforementioned Effective Date. However, with mutual consent of termination, the Agreement shall be terminated after the Parties have duly undergone mutual arbitration.
Upon termination of the Agreement, a written notice of [Termination Notice Period in Days] day(s) before the termination is to be sent to both Parties. The Parties are expected to wind up all ongoing business within the given period of time. No Party shall be obligated to the other Party after the termination of this Agreement.
However, certain sections mentioned in the Agreement must survive the termination of this Agreement whatsoever.
8. ARBITRATION.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators' decision shall be final and binding on both Parties.
9. GOVERNING LAW.
This Agreement is governed by and construed in accordance with the Jurisdiction laws of the state of [Governing Law].
10. RIGHTS.
The Data Processor shall have the right to cooperate with the Company by implementing the required technical and organizational measures.
11. SUBPROCESSING.
Unless authorized by the Company, the Data Processor shall refrain from appointing or disclosing Personal Data to any Subprocessor.
12. AMENDMENTS.
No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
13. COUNTERPARTS.
This Agreement may be executed singly or in multiple counterparts, each of which shall constitute an original of this Agreement.
14. NOTICES.
Any and all notification with regard to this Data Processing Agreement shall be conducted in written form and delivered either in person or via certified mail.
15. ENTIRE AGREEMENT.
This Data Processing Agreement and all attachments within it shall be considered the entire agreement and shall constitute the termination of any prior agreements, including any written or verbal agreements.
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms proposed herein in the Agreement as of the aforementioned date.
[Data Processor Name]
[Company Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
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