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Data Processing Contract
"I need a Data Processing Contract under German law for my cloud software company that will be processing customer data across the EU, with potential transfers to the US, starting from March 2025, with particular emphasis on technical security measures and subprocessor management."
1. Parties: Identification of the data controller and data processor, including full legal names and registered addresses
2. Background: Context of the data processing relationship and brief description of services requiring data processing
3. Definitions: Definitions of key terms used in the agreement, including GDPR-specific terminology
4. Scope and Purpose of Processing: Detailed description of the permitted data processing activities and their specific purposes
5. Duration of Processing: Timeframe of the data processing activities and conditions for termination
6. Nature and Purpose of Processing: Detailed specification of how and why the data will be processed
7. Types of Personal Data: Categories of personal data to be processed
8. Categories of Data Subjects: Description of the groups of individuals whose data will be processed
9. Obligations of the Processor: Processor's duties including security measures, confidentiality, and subprocessing requirements
10. Obligations of the Controller: Controller's responsibilities including instructions, audits, and assistance obligations
11. Technical and Organizational Measures: Security measures required to ensure appropriate level of data protection
12. Subprocessing: Conditions and requirements for engaging subprocessors
13. Data Subject Rights: Procedures for handling data subject requests and ensuring their rights
14. Data Breach Notification: Procedures and timeframes for reporting data breaches
15. Audit Rights: Controller's rights to audit and processor's obligations to demonstrate compliance
16. Data Return and Deletion: Obligations regarding data handling upon contract termination
17. Liability and Indemnification: Allocation of responsibilities and liability between parties
18. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
1. International Data Transfers: Required when personal data will be transferred outside the EEA, specifying transfer mechanisms
2. Special Categories of Data: Required when processing sensitive personal data, specifying additional safeguards
3. Data Protection Impact Assessment: Required when processing is likely to result in high risk to individuals
4. Industry-Specific Compliance: Required for specific sectors like healthcare or finance with additional regulatory requirements
5. Insurance Requirements: Specific insurance obligations for high-risk processing activities
6. Business Continuity: Required for critical processing activities requiring specific continuation measures
7. Exit Management: Detailed procedures for transition of services to another processor
1. Schedule 1 - Processing Activities: Detailed description of all processing activities, purposes, and data categories
2. Schedule 2 - Technical and Organizational Measures: Detailed description of security measures implemented by the processor
3. Schedule 3 - Approved Subprocessors: List of pre-approved subprocessors and their processing activities
4. Schedule 4 - Transfer Mechanisms: Details of mechanisms used for international data transfers if applicable
5. Schedule 5 - Security Breach Response Plan: Detailed procedures for handling and reporting security breaches
6. Schedule 6 - Audit Procedures: Specific procedures and requirements for conducting audits
7. Schedule 7 - Contact Details: Key contacts for both parties for various types of notices and communications
Authors
Applicable Data Protection Laws
BDSG
Binding Corporate Rules
Business Day
Confidential Information
Controller
Data Protection Impact Assessment
Data Protection Laws
Data Security Breach
Data Subject
Data Subject Rights
EEA
Effective Date
EU Model Clauses
European Economic Area
GDPR
Group
Information Commissioner
International Transfer
Member State
Notice
Personal Data
Personal Data Breach
Processing
Processor
Restricted Transfer
Security Measures
Services
Special Categories of Personal Data
Standard Contractual Clauses
Subprocessor
Supervisory Authority
Technical and Organizational Measures
Term
Third Country
Working Day
Interpretation
Scope of Processing
Duration
Data Protection Obligations
Technical Measures
Organizational Measures
Confidentiality
Subprocessing
Data Subject Rights
Data Security
Data Breach Notification
Audit Rights
Cross-border Transfers
Liability
Indemnification
Insurance
Force Majeure
Term and Termination
Assignment
Notices
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Data Return and Deletion
Personnel Obligations
Compliance with Laws
Warranties
Dispute Resolution
Technology and Software
Healthcare
Financial Services
E-commerce
Manufacturing
Professional Services
Telecommunications
Education
Insurance
Retail
Logistics
Human Resources
Marketing and Advertising
Research and Development
Public Sector
Legal
Compliance
Information Security
IT
Privacy
Procurement
Risk Management
Operations
Data Protection
Vendor Management
Data Protection Officer
Privacy Officer
Legal Counsel
Compliance Manager
IT Security Manager
Chief Information Security Officer
Chief Technology Officer
Chief Legal Officer
Procurement Manager
Contract Manager
Risk Manager
Information Security Manager
Operations Director
Chief Privacy Officer
IT Director
Vendor Management Officer
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