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Non Disclosure Agreement Data Protection
"I need a Non Disclosure Agreement Data Protection under German law for our cloud service provider who will process customer data and have access to our proprietary software code, with the agreement to start from March 1, 2025."
1. Parties: Identification of the contracting parties, including registered addresses and company details as required under German law
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Definitions of key terms including 'Confidential Information', 'Personal Data', 'Processing', 'Controller', 'Processor' as per GDPR definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core confidentiality obligations, including use restrictions and security measures
6. Data Protection Obligations: GDPR and BDSG compliance requirements, including legal basis for processing and data subject rights
7. Security Measures: Technical and organizational measures required for protecting both confidential information and personal data
8. Duration and Survival: Term of the agreement and survival of obligations post-termination
9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information and personal data
10. Breach Notification: Procedures for notifying breaches of confidentiality and personal data breaches
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Third Party Disclosure: Rules for sharing information with third parties, used when third-party access may be required
2. International Data Transfers: Requirements for transferring data outside the EU/EEA, needed if international data sharing is anticipated
3. Audit Rights: Rights to audit compliance with the agreement, particularly relevant for high-risk data processing
4. Subprocessing: Rules for engaging subprocessors, required when data processing may be delegated
5. Intellectual Property Rights: Protection of IP rights in confidential information, relevant when technical or proprietary information is involved
6. Insurance Requirements: Obligations to maintain specific insurance coverage, useful for high-value or high-risk relationships
1. Schedule 1: Categories of Personal Data: Detailed list of personal data categories to be processed under the agreement
2. Schedule 2: Technical and Organizational Measures: Detailed description of security measures implemented to protect confidential information and personal data
3. Schedule 3: Authorized Recipients: List of authorized personnel or entities who may access the confidential information
4. Schedule 4: Data Processing Details: Details of data processing activities as required by GDPR Article 28(3)
5. Appendix A: Standard Contractual Clauses: EU Standard Contractual Clauses for international data transfers, if applicable
Authors
Affiliates
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Controller
Data Protection Laws
Data Subject
Disclosing Party
EEA
EU Standard Contractual Clauses
Force Majeure Event
GDPR
German Data Protection Act
Group
Information Security Incident
Intellectual Property Rights
Personal Data
Personal Data Breach
Processing
Processor
Professional Advisers
Receiving Party
Representatives
Security Measures
Special Categories of Personal Data
Subprocessor
Technical and Organizational Measures
Term
Third Country
Trade Secret
Transfer Mechanism
Data Protection
Information Security
Breach Notification
Term and Termination
Return or Destruction of Information
Permitted Disclosures
Warranties and Representations
Liability and Indemnification
Force Majeure
Assignment
Subcontracting
Audit Rights
International Data Transfers
Notice Requirements
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Data Subject Rights
Security Measures
Intellectual Property
Survival
Technology
Healthcare
Financial Services
Professional Services
Manufacturing
Research & Development
Education
Telecommunications
Retail
Insurance
Pharmaceuticals
Biotechnology
Consulting
Legal Services
Legal
Compliance
Information Security
Data Protection
Procurement
Risk Management
Information Technology
Operations
Vendor Management
Business Development
Research & Development
Human Resources
Data Protection Officer
Chief Privacy Officer
Legal Counsel
Compliance Manager
IT Security Manager
Risk Manager
Procurement Manager
Contract Manager
Business Development Manager
Project Manager
Information Security Officer
Chief Information Security Officer
Chief Technology Officer
Operations Manager
Vendor Manager
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