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Commissioned Data Processing Agreement
"I need a Commissioned Data Processing Agreement for my healthcare software company based in Mumbai to engage a cloud service provider who will process patient data, with specific provisions for data localization and enhanced security measures as required by Indian healthcare regulations."
1. Parties: Identification of the Data Controller and Data Processor, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of data processing
3. Definitions: Definitions of key terms used in the agreement, aligned with Indian data protection laws
4. Scope and Purpose of Processing: Detailed description of the data processing activities, types of data, and processing purposes
5. Obligations of the Data Processor: Core responsibilities including processing only on documented instructions, confidentiality, security measures
6. Obligations of the Data Controller: Responsibilities including lawful basis for processing, accuracy of data, providing clear instructions
7. Security Measures: Technical and organizational measures required to ensure data security as per Indian regulations
8. Confidentiality: Confidentiality obligations and measures to ensure staff compliance
9. Sub-processing: Conditions and requirements for engaging sub-processors
10. Data Subject Rights: Procedures for handling data subject requests and assistance to the controller
11. Data Breach Notification: Procedures and timelines for reporting data breaches as per Indian law
12. Audit Rights: Controller's right to audit and processor's obligation to demonstrate compliance
13. Liability and Indemnification: Allocation of liability and indemnification obligations
14. Term and Termination: Duration of agreement, termination conditions, and data handling post-termination
15. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. International Data Transfers: Required when data processing involves transfer outside India, addressing compliance with cross-border data transfer requirements
2. Data Localization: Required for processing of sensitive data or when dealing with specific sectors like banking that have data localization requirements
3. Business Continuity and Disaster Recovery: Optional section for critical processing activities requiring specific recovery measures
4. Insurance Requirements: Optional section specifying insurance coverage requirements for data processing activities
5. Change Control Procedure: Optional section for complex processing arrangements requiring formal procedures for changes to processing activities
6. Service Level Agreement: Optional section for processing activities with specific performance requirements
7. Exit Management: Detailed procedures for transition of services, required for complex processing arrangements
1. Schedule 1 - Processing Activities: Detailed description of processing activities, including data types, purposes, and duration
2. Schedule 2 - Security Measures: Detailed technical and organizational security measures implemented by the processor
3. Schedule 3 - Approved Sub-processors: List of approved sub-processors and their processing activities
4. Schedule 4 - Data Transfer Mechanisms: Details of mechanisms used for any international data transfers
5. Schedule 5 - Contact Details and Escalation Matrix: Contact information for key personnel and escalation procedures
6. Schedule 6 - Fees and Payment Terms: Commercial terms and payment details for processing services
7. Appendix A - Data Breach Response Plan: Detailed procedures for handling and reporting data breaches
8. Appendix B - Audit Procedures: Detailed procedures for conducting audits and assessments
Authors
Information Technology
Healthcare
Financial Services
E-commerce
Telecommunications
Business Process Outsourcing
Insurance
Manufacturing
Retail
Education
Professional Services
Pharmaceuticals
Digital Services
Cloud Services
Legal
Compliance
Information Security
IT
Privacy
Risk Management
Procurement
Operations
Data Protection
Information Governance
Vendor Management
Corporate Affairs
Chief Privacy Officer
Data Protection Officer
Chief Information Security Officer
Legal Counsel
Compliance Manager
IT Director
Chief Technology Officer
Privacy Manager
Information Security Manager
Risk Manager
Operations Director
Procurement Manager
Contract Manager
Chief Operating Officer
Data Protection Specialist
Information Governance Manager
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