Data Sharing Agreement Controller To Processor Template for United States

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Key Requirements PROMPT example:

Data Sharing Agreement Controller To Processor

"I need a Data Sharing Agreement Controller To Processor for my healthcare technology company to engage a cloud storage provider who will process patient data, ensuring HIPAA compliance and including specific provisions for breach notification within 24 hours."

Document background
The Data Sharing Agreement Controller To Processor is essential when an organization (Controller) needs to share personal data with a service provider (Processor) for processing purposes. This agreement is particularly important in the United States where various federal and state privacy laws create a complex compliance landscape. It addresses key requirements including security measures, data breach notifications, and compliance with state-specific regulations like CCPA. The agreement helps organizations maintain regulatory compliance while ensuring appropriate data protection measures are in place. It's particularly relevant when engaging third-party service providers for data processing activities such as cloud storage, analytics, or customer service operations.
Suggested Sections

1. Parties: Identification of the Data Controller and Data Processor, including full legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement, including 'Personal Data', 'Processing', 'Data Subject', etc.

4. Scope and Purpose: Details of what data will be shared and processed, and for what purposes

5. Obligations of the Processor: Core responsibilities of the Processor including security measures, confidentiality, and processing limitations

6. Instructions and Authority: Parameters within which the Processor may process the data

7. Security Measures: Technical and organizational measures required to protect the data

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

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

Optional Sections

1. International Transfers: Requirements and safeguards for transferring data across borders, applicable when data may be transferred outside the US

2. Subprocessing: Terms and conditions for engaging additional processors, including approval processes and liability

3. Industry-Specific Compliance: Additional requirements for specific regulated sectors such as healthcare (HIPAA) or financial services (GLBA)

Suggested Schedules

1. Schedule 1 - Processing Activities: Detailed description of processing activities, including types of data, purposes, and duration

2. Schedule 2 - Security Measures: Detailed technical and organizational security measures

3. Schedule 3 - Approved Subprocessors: List of pre-approved subprocessors, if any

4. Schedule 4 - Data Transfer Mechanisms: Details of mechanisms used for international data transfers

5. Schedule 5 - Service Level Agreement: Performance metrics and service levels for data processing activities

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
Industries

FTC Act: Federal Trade Commission Act, particularly Section 5, which governs unfair or deceptive practices and establishes FTC's data security and privacy enforcement authority

GLBA: Gramm-Leach-Bliley Act - Federal law that requires financial institutions to protect consumer financial data

HIPAA: Health Insurance Portability and Accountability Act - Federal law governing the protection of medical and health information

COPPA: Children's Online Privacy Protection Act - Federal law protecting children's privacy and regulating collection of data from children under 13

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

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 - State law providing Virginia residents with data privacy rights

CPA: Colorado Privacy Act - State law establishing privacy rights for Colorado residents

State Breach Laws: Various state-specific data breach notification laws requiring notification of affected individuals in case of data breaches

GDPR Considerations: General Data Protection Regulation compliance requirements if EU resident data is involved, including cross-border data transfer requirements

NIST Framework: National Institute of Standards and Technology Cybersecurity Framework providing standards for security controls

ISO 27001: International standard for information security management systems

SOC 2: Service Organization Control 2 - compliance framework for managing customer data based on security, availability, processing integrity, confidentiality, and privacy

Security Requirements: Specific data security measures and controls that must be implemented by the processor

Breach Procedures: Detailed procedures for handling and reporting data breaches, including notification timelines and responsibilities

Data Retention: Policies governing how long data can be kept and procedures for secure data deletion

Subprocessor Management: Requirements and restrictions regarding the use of subprocessors, including approval processes

Audit Rights: Rights of the controller to audit the processor's compliance with the agreement and applicable laws

Liability Framework: Allocation of liability between parties and indemnification requirements

Insurance Requirements: Specific insurance coverage requirements for data protection and cyber liability

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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