Data Sharing Agreement Controller To Processor Template for Switzerland

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Key Requirements PROMPT example:

Data Sharing Agreement Controller To Processor

"I need a Data Sharing Agreement Controller To Processor for my Swiss pharmaceutical company to engage a cloud service provider in Germany for clinical trial data processing, with the agreement to start in March 2025 and include provisions for GDPR compliance alongside Swiss law requirements."

Document background
This Data Sharing Agreement Controller To Processor is essential for organizations operating under Swiss jurisdiction when establishing a legal framework for data processing activities. It is specifically required when one organization (the Controller) engages another organization (the Processor) to process personal data on its behalf. The agreement ensures compliance with the Swiss Federal Act on Data Protection (FADP/LPD) and addresses key requirements including data security, confidentiality, sub-processing, and data subject rights. It is particularly important for Swiss-based organizations or those processing data of Swiss residents, and may also need to consider GDPR alignment due to Switzerland's close ties with the EU. The document includes detailed technical and organizational measures, breach notification procedures, and audit rights, making it suitable for complex data processing relationships.
Suggested Sections

1. Parties: Identification of the Controller and Processor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of the data processing activities

3. Definitions: Definitions of key terms used in the agreement, including technical terms and those defined by applicable data protection laws

4. Scope and Purpose of Processing: Detailed description of the data processing activities, categories of data, and purposes for which the data will be processed

5. Duration: Term of the agreement, including commencement date and termination provisions

6. Obligations of the Controller: Controller's responsibilities, including providing lawful instructions and ensuring legal basis for processing

7. Obligations of the Processor: Processor's duties including processing only on documented instructions, ensuring confidentiality, and implementing security measures

8. Security Measures: Technical and organizational measures required to protect personal data

9. Sub-processing: Conditions and requirements for engaging sub-processors, including notification and approval processes

10. Data Subject Rights: Procedures for handling data subject requests and processor's assistance obligations

11. Personal Data Breach: Notification requirements and procedures in case of data breaches

12. Audit Rights: Controller's rights to audit and processor's obligations to demonstrate compliance

13. Data Return and Deletion: Obligations regarding data return or deletion upon agreement termination

14. Liability and Indemnification: Allocation of liability and indemnification obligations between parties

15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Cross-border Data Transfers: Required when personal data will be transferred outside Switzerland, specifying transfer mechanisms and safeguards

2. Special Categories of Data: Required when processing sensitive personal data, specifying additional safeguards and requirements

3. Insurance Requirements: Specific insurance obligations for either party, typically included for high-risk processing activities

4. Business Continuity: Required for critical processing activities, specifying disaster recovery and business continuity requirements

5. Joint Controllers: Required when there are multiple controllers involved in determining processing purposes

6. Data Protection Impact Assessment: Required for high-risk processing activities, outlining DPIA requirements and cooperation

7. Industry-Specific Requirements: Additional provisions for specific sectors (e.g., healthcare, financial services)

Suggested Schedules

1. Schedule 1 - Processing Details: Detailed description of processing activities, including data categories, purposes, and duration

2. Schedule 2 - Technical and Organizational Measures: Detailed specification of security measures implemented by the processor

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their processing activities

4. Schedule 4 - Transfer Mechanisms: Details of mechanisms used for any cross-border data transfers

5. Schedule 5 - Security Breach Response Plan: Detailed procedures for handling and reporting data breaches

6. Schedule 6 - Data Return/Deletion Procedures: Specific procedures for returning or deleting data

7. Schedule 7 - Audit Procedures: Detailed procedures for conducting compliance audits

8. Appendix A - Contact Details: Key contacts for both parties including DPO details if applicable

9. Appendix B - Standard Forms: Templates for routine communications such as sub-processor notifications or breach reports

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

Financial Services

Healthcare

Pharmaceuticals

Technology

Cloud Services

Professional Services

Manufacturing

Insurance

Telecommunications

Education

Research

Retail

E-commerce

Marketing Services

Human Resources

Relevant Teams

Legal

Compliance

Information Security

IT

Risk Management

Procurement

Operations

Data Protection

Privacy

Vendor Management

Contract Management

Information Governance

Business Development

Relevant Roles

Chief Privacy Officer

Data Protection Officer

Legal Counsel

Compliance Manager

Information Security Manager

IT Director

Chief Technology Officer

Risk Manager

Procurement Manager

Contract Manager

Chief Information Security Officer

Privacy Analyst

Data Protection Specialist

Operations Director

Business Development Manager

Project Manager

Vendor Management Specialist

Industries
Federal Act on Data Protection 2020 (FADP/LPD): The primary Swiss data protection law that governs the processing of personal data by private persons and federal bodies. This newly revised version came into effect in 2023 and includes enhanced requirements for data processing agreements.
Swiss Civil Code (ZGB): Contains fundamental principles of Swiss contract law that would apply to the formal validity and interpretation of the data sharing agreement.
Swiss Code of Obligations (OR): Provides the legal framework for contractual relationships and obligations between parties under Swiss law, including principles of liability and contractual duties.
Federal Act on the Federal Data Protection and Information Commissioner (FDPIC): Establishes the role and powers of the Swiss data protection authority, which provides guidance on compliance and enforcement of data protection requirements.
EU General Data Protection Regulation (GDPR): While not directly applicable in Switzerland, it's relevant due to Switzerland's adequacy status with the EU and potential cross-border implications. Many Swiss companies voluntarily comply with GDPR standards.
Swiss Federal Act on International Private Law (IPRG): Relevant for determining applicable law and jurisdiction in cases involving international data transfers or foreign entities.
Swiss Telecommunications Act: May be relevant if the data sharing involves electronic communications or telecommunications services.
Swiss Criminal Code: Contains provisions on data theft, unauthorized data access, and breach of professional confidentiality that may be relevant to data protection obligations.
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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