Controller To Controller Data Processing Agreement Template for United States

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Key Requirements PROMPT example:

Controller To Controller Data Processing Agreement

"I need a Controller To Controller Data Processing Agreement that complies with CCPA and HIPAA requirements, as we're sharing healthcare data between our hospital network and a medical research institution starting March 2025."

Document background
The Controller to Controller Data Processing Agreement is essential when two organizations need to share personal data while maintaining independent control over its processing. This document is particularly relevant under U.S. privacy laws, including state-specific regulations like CCPA/CPRA and federal sectoral laws. It defines each party's obligations regarding data security, breach notification, and data subject rights. The agreement is crucial for establishing clear boundaries of responsibility, ensuring regulatory compliance, and maintaining appropriate data protection standards in data-sharing relationships.
Suggested Sections

1. Parties: Identification of the data controllers and their legal details

2. Background: Context of the data sharing relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including data categories, processing activities, and regulatory references

4. Scope and Purpose: Detailed description of data sharing activities and legitimate purposes

5. Obligations of the Parties: Core responsibilities of each controller regarding data processing and protection

6. Data Security: Required security measures and standards

7. Data Subject Rights: Procedures for handling data subject requests and rights

8. Breach Notification: Procedures and timelines for reporting data breaches

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

Optional Sections

1. International Transfers: Requirements for cross-border data transfers when data will be transferred outside the US

2. Sector-Specific Requirements: Additional requirements for specific industries when dealing with healthcare, financial, or other regulated data

3. Audit Rights: Rights and procedures for conducting audits when regular compliance verification is needed

4. Sub-processing: Rules for engaging sub-processors when either party may use third-party processors

Suggested Schedules

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

2. Schedule 2 - Security Measures: Technical and organizational security measures implemented by both parties

3. Schedule 3 - Contact Details: Key contacts for operational and emergency communications

4. Schedule 4 - Standard Contractual Clauses: Template clauses for international data transfers, if applicable

5. Schedule 5 - Data Breach Response Plan: Detailed procedures for handling data breaches

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
Industries

FTC Act: Federal Trade Commission Act, particularly Section 5 governing unfair or deceptive practices and FTC's privacy and data security requirements

HIPAA: Health Insurance Portability and Accountability Act - Federal law governing protected health information and medical data privacy

GLBA: Gramm-Leach-Bliley Act - Federal law governing the collection, disclosure, and protection of consumers' personal financial information

FCRA: Fair Credit Reporting Act - Federal law regulating the collection, dissemination, and use of consumer credit information

COPPA: Children's Online Privacy Protection Act - Federal law imposing requirements on operators of websites or online services directed to children under 13

CCPA/CPRA: California Consumer Privacy Act/California Privacy Rights Act - Comprehensive state privacy laws providing California residents with data privacy rights

VCDPA: Virginia Consumer Data Protection Act - Comprehensive privacy law providing Virginia residents with data protection rights

CPA: Colorado Privacy Act - State law establishing privacy rights for Colorado residents and obligations for data controllers and processors

CTDPA: Connecticut Data Privacy Act - State law providing privacy rights to Connecticut residents and regulating businesses' data handling practices

UCPA: Utah Consumer Privacy Act - State privacy law establishing data protection requirements and consumer rights for Utah residents

GDPR Considerations: General Data Protection Regulation implications if EU resident data is involved, including data transfer mechanisms and Standard Contractual Clauses

Data Transfer Mechanisms: Legal frameworks and requirements for transferring personal data between controllers, especially across jurisdictions

Security Measures: Technical and organizational measures required to ensure appropriate security of personal data processing

Breach Notification: Requirements and timelines for notifying relevant parties in case of data breaches or security incidents

Data Subject Rights: Procedures for handling data subject requests and ensuring compliance with various privacy rights across jurisdictions

Liability and Indemnification: Allocation of responsibilities and obligations between controllers regarding data protection compliance and potential breaches

Audit Rights: Provisions for conducting audits and assessments to ensure compliance with data protection obligations

Confidentiality Obligations: Requirements for maintaining confidentiality of processed personal data and related security measures

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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