Proprietary Data Protection Agreement Template for England and Wales

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Key Requirements PROMPT example:

Proprietary Data Protection Agreement

"I need a Proprietary Data Protection Agreement for sharing sensitive manufacturing process data with our new R&D partner in Germany, with specific provisions for AI-generated data and cross-border transfers, to be effective from March 2025."

Document background
A Proprietary Data Protection Agreement is essential when organizations need to share sensitive business information while maintaining control over its use and protection. This agreement, governed by English and Welsh law, establishes comprehensive safeguards for proprietary data, including technical specifications, trade secrets, and confidential business processes. It ensures compliance with UK data protection regulations while providing clear guidelines for data handling, security measures, and permitted uses. The agreement is particularly crucial for business relationships involving intellectual property, research collaboration, or strategic partnerships where proprietary information needs protection.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including definitions of Protected Data, Security Measures, and Permitted Uses

4. Scope of Protected Data: Definition and categorization of proprietary data covered by the agreement

5. Confidentiality Obligations: Core duties regarding data protection and confidentiality, including non-disclosure requirements

6. Permitted Uses: Authorized ways to use the protected data and restrictions on usage

7. Security Measures: Required technical and organizational safeguards and protection mechanisms

8. Return or Destruction of Data: Obligations regarding the handling of protected data upon termination

9. Term and Termination: Duration of the agreement and conditions for termination

10. General Provisions: Standard contractual terms including governing law, jurisdiction, and entire agreement

Optional Sections

1. International Transfers: Provisions governing cross-border data transfers and compliance with international data protection laws

2. Subcontractor Provisions: Rules and requirements for engaging third-party processors or subcontractors

3. Data Breach Procedures: Protocols for handling and reporting data breach incidents

4. Audit Rights: Rights and procedures for conducting compliance audits

5. Insurance Requirements: Specific insurance obligations related to data protection

Suggested Schedules

1. Schedule 1: Protected Data Categories: Detailed categorization and description of protected data types

2. Schedule 2: Security Requirements: Specific technical and organizational measures required for data protection

3. Schedule 3: Authorized Personnel: List of individuals or roles permitted to access protected data

4. Schedule 4: Data Processing Activities: Detailed description of permitted processing activities and purposes

5. Schedule 5: Technical Standards: Specific technical standards and requirements for data protection

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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: The UK General Data Protection Regulation - primary legislation governing personal data processing in the UK post-Brexit

Data Protection Act 2018: The UK's implementation of data protection law, complementing and supplementing the UK GDPR with national specifications

PECR 2003: Privacy and Electronic Communications Regulations governing electronic communications, including electronic marketing and cookies

Trade Secrets Regulations 2018: Legislation protecting confidential business information and providing remedies against unlawful acquisition, use or disclosure

Computer Misuse Act 1990: Law dealing with unauthorized access to computer systems and data, relevant for data security provisions

Human Rights Act 1998: Incorporating European Convention rights into UK law, particularly Article 8 on privacy rights

ICO Guidelines: Regulatory guidance from the Information Commissioner's Office on data protection compliance and best practices

EDPB Guidelines: European Data Protection Board guidance - while not binding post-Brexit, remains influential for UK data protection practice

Common Law Confidentiality: Established legal principles governing confidential information and duties of confidence under English common law

English Contract Law: General principles of contract law affecting agreement enforceability, interpretation, and remedies

Equitable Principles: Legal principles relating to breach of confidence and equitable remedies under English law

International Transfer Standards: Requirements and mechanisms for lawful transfer of data internationally, including adequacy decisions and appropriate safeguards

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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