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Privacy And Confidentiality Agreement
"I need a Privacy and Confidentiality Agreement for our Irish technology company engaging a US-based cloud service provider in March 2025, with specific provisions for international data transfers and GDPR compliance."
1. Parties: Identifies and provides details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms including 'Confidential Information', 'Personal Data', 'Processing', and other relevant terms
4. Scope of Confidential Information: Clearly defines what information is covered by the confidentiality obligations
5. Confidentiality Obligations: Details the core obligations regarding protection and non-disclosure of confidential information
6. Data Protection Obligations: Specifies obligations under GDPR and Irish Data Protection Act 2018
7. Permitted Disclosures: Outlines circumstances where disclosure is permitted (e.g., legal requirements, authorized recipients)
8. Security Measures: Specifies required security measures for protecting confidential information and personal data
9. Duration and Survival: Specifies the term of the agreement and which obligations survive termination
10. Return or Destruction of Information: Procedures for handling confidential information upon termination
11. Breach Notification: Requirements for notifying breaches of confidentiality or data protection
12. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Required when confidential information includes IP-protected materials
2. International Data Transfers: Needed when personal data may be transferred outside the EEA
3. Data Processing Terms: Required when one party is processing personal data on behalf of the other
4. Employee and Subcontractor Obligations: Important when parties need to ensure their staff/contractors maintain confidentiality
5. Competitive Activities: Needed when agreement includes non-compete or similar restrictions
6. Insurance Requirements: Required when specific insurance coverage for data protection is needed
7. Audit Rights: Important for agreements where regular compliance verification is needed
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access confidential information
3. Schedule 3 - Security Measures: Detailed technical and organizational security measures required
4. Schedule 4 - Data Processing Details: If applicable, details of data processing activities including categories of data and purposes
5. Appendix A - Contact Details: Key contacts for breach notification and agreement administration
6. Appendix B - Form of Confidentiality Undertaking: Template confidentiality agreement for employees/subcontractors
Authors
Confidential Information
Personal Data
Processing
Data Controller
Data Processor
Data Subject
Special Categories of Personal Data
Authorised Recipients
Business Purpose
Confidentiality Breach
Personal Data Breach
Disclosing Party
Receiving Party
Effective Date
Group Company
Representatives
Security Measures
Third Party
Trade Secrets
Permitted Purpose
Supervisory Authority
Data Protection Laws
GDPR
Technical and Organisational Measures
Working Day
Intellectual Property Rights
International Transfer
Material Breach
Professional Advisers
Related Agreement
Term
Affiliate
Derivative Information
Excluded Information
Definitions
Interpretation
Confidentiality Obligations
Data Protection
Information Security
Permitted Disclosures
Duration and Survival
Return or Destruction of Information
Breach Notification
Audit Rights
International Transfers
Non-Disclosure
Data Processing
Intellectual Property
Warranties and Representations
Indemnification
Liability
Force Majeure
Assignment
Notices
Severability
Variation
Waiver
Third Party Rights
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Technology
Healthcare
Financial Services
Professional Services
Manufacturing
Research and Development
Education
Telecommunications
Retail
Pharmaceuticals
Energy
Media and Entertainment
Legal Services
Consulting
Biotechnology
Legal
Compliance
Human Resources
Information Technology
Information Security
Data Protection
Risk Management
Procurement
Research and Development
Business Development
Operations
Contract Management
Chief Privacy Officer
Data Protection Officer
Legal Counsel
Compliance Manager
HR Director
IT Security Manager
Chief Information Security Officer
Chief Technology Officer
Project Manager
Research Director
Business Development Manager
Procurement Manager
Risk Manager
Information Security Analyst
Privacy Analyst
Operations Manager
Contract Manager
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