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A Personal Data Transfer Agreement is essential for organizations engaging in the transfer of personal data, particularly in the Indian legal context. This document becomes necessary when personal data needs to be shared between entities, whether domestically or internationally, ensuring compliance with the Digital Personal Data Protection Act 2023 and related Indian regulations. The agreement is crucial for establishing clear responsibilities between data fiduciaries and processors, implementing appropriate safeguards, and maintaining compliance with Indian data protection requirements. It includes specific provisions for security measures, data subject rights, breach notification procedures, and cross-border transfer mechanisms. The document is particularly relevant for outsourcing arrangements, intra-group transfers, and service provider relationships where personal data processing is involved.

1. Parties: Identification of the data exporter and data importer, including their registered addresses and company details

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

3. Definitions: Definitions of key terms including Personal Data, Processing, Data Fiduciary, Data Processor, Security Measures, and other relevant terms as per Indian law

4. Scope and Purpose of Transfer: Details of the personal data being transferred, purposes of transfer, and processing activities

5. Roles and Responsibilities: Clear delineation of roles as data fiduciary/processor and respective obligations under Indian law

6. Data Protection Obligations: Specific obligations regarding data protection, including security measures, confidentiality, and compliance with Indian regulations

7. Cross-border Transfer Mechanisms: Compliance with Indian requirements for international data transfers

8. Security Measures: Technical and organizational security measures to be implemented

9. Data Subject Rights: Procedures for handling data subject requests and ensuring rights under Indian law

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

11. Audit Rights: Rights of data fiduciary to audit compliance

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

13. Return or Deletion of Data: Obligations regarding data handling upon termination

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

15. General Provisions: Standard contractual provisions including notices, amendments, and severability