Joint Controller Agreement Template for Canada

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Key Requirements PROMPT example:

Joint Controller Agreement

"I need a Joint Controller Agreement under Canadian law for a partnership between my software company and a marketing analytics firm, where we'll jointly process customer data for targeted advertising campaigns starting March 2025."

Document background
The Joint Controller Agreement is essential when two or more organizations collaboratively determine how personal information will be processed in Canada. This document is required when multiple entities share decision-making authority over data processing activities and must comply with PIPEDA and provincial privacy legislation. The agreement details the allocation of responsibilities between controllers, establishes procedures for ensuring privacy compliance, and defines liability arrangements. It becomes particularly important in scenarios involving shared databases, joint marketing initiatives, collaborative research, or integrated service delivery. The document must address specific Canadian privacy law requirements while providing practical mechanisms for cooperation between the controllers in their day-to-day operations.
Suggested Sections

1. Parties: Identification of the joint controllers entering into the agreement

2. Background: Context of the joint processing relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including privacy law-specific terminology

4. Scope and Purpose: Detailed description of the joint processing activities and their purposes

5. Roles and Responsibilities: Allocation of responsibilities between joint controllers for compliance with privacy laws

6. Data Processing Principles: Commitment to privacy principles under PIPEDA and applicable provincial laws

7. Legal Basis for Processing: Identification and documentation of legal grounds for processing personal information

8. Data Subject Rights: Procedures for handling data subject requests and determining controller responsibilities

9. Security Measures: Technical and organizational measures to protect personal information

10. Data Breach Notification: Procedures for handling and reporting privacy breaches

11. Cooperation Obligations: Requirements for controllers to cooperate on compliance matters

12. Liability and Indemnification: Allocation of liability between controllers and indemnification provisions

13. Term and Termination: Duration of the agreement and termination provisions

14. General Provisions: Standard contractual clauses including governing law, notices, and amendments

Optional Sections

1. Cross-border Transfers: Required when personal information will be transferred outside of Canada

2. Sector-Specific Requirements: Needed when processing involves regulated sectors like healthcare or financial services

3. Sub-processing: Required when either controller may engage sub-processors

4. Joint Marketing Activities: Needed when controllers collaborate on marketing initiatives

5. Audit Rights: Optional provisions for mutual auditing of privacy compliance

6. Insurance Requirements: Specific insurance obligations for high-risk processing activities

7. Data Protection Impact Assessments: Required for high-risk processing activities

8. Dispute Resolution: Specific procedures for resolving privacy-related disputes

Suggested Schedules

1. Schedule A - Processing Activities: Detailed description of joint processing activities, categories of data, and purposes

2. Schedule B - Technical and Organizational Measures: Specific security measures implemented by each controller

3. Schedule C - Data Subject Request Procedure: Detailed procedures for handling access requests and other data subject rights

4. Schedule D - Breach Response Plan: Detailed procedures for responding to privacy breaches

5. Schedule E - Contact Points: Key contacts for privacy matters, breach notification, and operational issues

6. Schedule F - Sub-processors: List of approved sub-processors and process for adding new ones

7. Appendix 1 - Data Flow Diagrams: Visual representation of data flows between controllers

8. Appendix 2 - Compliance Checklist: Checklist of privacy law requirements and responsible parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Healthcare

Financial Services

Retail

Education

Marketing and Advertising

Telecommunications

Professional Services

Manufacturing

E-commerce

Insurance

Real Estate

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Compliance

Information Security

IT

Privacy

Risk Management

Operations

Data Governance

Business Development

Project Management

Commercial

Marketing

Relevant Roles

Chief Privacy Officer

Data Protection Officer

Legal Counsel

Compliance Manager

Information Security Manager

Risk Manager

Chief Information Officer

Chief Technology Officer

Privacy Analyst

Data Governance Manager

Operations Director

Business Development Manager

Project Manager

IT Director

Chief Commercial Officer

Chief Marketing Officer

Industries
Personal Information Protection and Electronic Documents Act (PIPEDA): Canada's federal privacy law for private-sector organizations, setting out ground rules for how businesses must handle personal information in the course of commercial activities
Provincial Privacy Laws (PIPA BC, PIPA Alberta, Quebec's Act 25): Provincial privacy laws that may apply depending on the location of the joint controllers and their activities, as some provinces have their own privacy legislation that may be substantially similar to PIPEDA
Digital Charter Implementation Act (Bill C-27): Proposed legislation to modernize Canada's private sector privacy law, including the Consumer Privacy Protection Act (CPPA), which would replace PIPEDA and introduce new requirements for data handling
Civil Code of Quebec: If one of the parties is based in Quebec, the Civil Code provisions regarding contracts and privacy must be considered
Canadian Contract Law: Common law principles governing contract formation, interpretation, and enforcement that will form the basis of the agreement structure
Canada's Anti-Spam Legislation (CASL): Relevant if the joint processing activities involve electronic communications or commercial electronic messages
Provincial Health Information Privacy Laws: If the joint processing involves health information, various provincial health information privacy laws may apply (e.g., Ontario's PHIPA, Alberta's HIA)
Canada Business Corporations Act: Relevant for corporate authority and capacity to enter into the agreement if the joint controllers are corporations
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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