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Supplier Data Processing Agreement
"I need a Supplier Data Processing Agreement for a Canadian healthcare technology company that will be processing patient data through a cloud service provider, with strict provisions for health data protection and cross-border data transfers to the US."
1. Parties: Identification of the data controller (company) and data processor (supplier), including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of data processing activities
3. Definitions: Definitions of key terms including Personal Data, Processing, Data Subject, Security Breach, etc.
4. Scope and Purpose of Processing: Detailed description of authorized data processing activities and their legitimate purposes
5. Duration: Term of the agreement, including commencement date and termination provisions
6. Nature and Purpose of Processing: Specific details about types of processing activities and their intended purposes
7. Obligations of the Processor: Core responsibilities of the supplier including processing limitations, confidentiality, security measures, and breach notification
8. Security Measures: Required technical and organizational security measures to protect personal data
9. Sub-processing: Conditions and requirements for engaging sub-processors
10. Data Subject Rights: Processor's obligations to assist controller in responding to data subject requests
11. Breach Notification: Procedures and timeframes for reporting data breaches
12. Audit Rights: Controller's rights to audit processor's compliance and processor's obligations to demonstrate compliance
13. Data Return and Deletion: Requirements for handling data upon agreement termination
14. Liability and Indemnification: Allocation of risks and responsibilities between parties
15. Governing Law and Jurisdiction: Specification of Canadian law application and jurisdiction for disputes
1. Cross-border Data Transfers: Required when personal data may be transferred outside of Canada, specifying transfer mechanisms and safeguards
2. Special Categories of Data: Include when processing sensitive personal data such as health information or biometric data
3. Data Protection Impact Assessment: Required when processing activities are likely to result in high risk to individuals
4. Insurance Requirements: Specific insurance obligations for data protection, typically included for high-risk processing
5. Business Continuity: Include when processing is critical to business operations, specifying disaster recovery requirements
6. Industry-Specific Requirements: Additional provisions for specific sectors (e.g., healthcare, financial services)
1. Schedule A - Description of Processing Activities: Detailed inventory of processing activities, including data categories, purposes, and processing operations
2. Schedule B - Technical and Organizational Security Measures: Specific security controls and measures implemented by the processor
3. Schedule C - Approved Sub-processors: List of pre-approved sub-processors and their processing activities
4. Schedule D - Data Transfer Mechanisms: Details of mechanisms used for any cross-border data transfers
5. Schedule E - Service Levels: Performance metrics and response times for data-related services
6. Appendix 1 - Data Breach Response Plan: Detailed procedures for handling and reporting data breaches
7. Appendix 2 - Compliance Checklist: Checklist of compliance requirements and documentation
8. Appendix 3 - Contact Details: Key contacts for both parties for various aspects of agreement administration
Authors
Technology
Healthcare
Financial Services
Retail
E-commerce
Manufacturing
Professional Services
Telecommunications
Education
Insurance
Cloud Services
Marketing Services
Research and Development
Logistics and Supply Chain
Consulting Services
Legal
Privacy
Information Security
Procurement
Compliance
Risk Management
Vendor Management
Information Technology
Data Governance
Operations
Information Management
Chief Privacy Officer
Data Protection Officer
Privacy Manager
Legal Counsel
Procurement Manager
IT Security Manager
Compliance Officer
Risk Manager
Vendor Management Director
Information Security Officer
Privacy Analyst
Contract Manager
Chief Information Security Officer
Chief Legal Officer
Data Governance Manager
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