1. Parties: Identification of the data controller (client) and data processor (service provider), including their complete legal names and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and the purpose of the outsourcing arrangement
3. Definitions: Detailed definitions of technical terms, key concepts, and specific terminology used throughout the agreement
4. Scope of Services: Detailed description of the data processing services to be provided, including specific tasks, deliverables, and exclusions
5. Data Protection and Privacy Obligations: Comprehensive obligations regarding data protection, compliance with the Data Privacy Act, and specific security measures
6. Service Provider's Obligations: Key responsibilities of the service provider, including service levels, reporting, and compliance requirements
7. Client's Obligations: Responsibilities of the client, including data provision, access, and cooperation requirements
8. Security Requirements: Specific security measures, protocols, and standards to be maintained for data protection
9. Confidentiality: Provisions regarding confidential information handling, non-disclosure obligations, and permitted uses
10. Intellectual Property Rights: Ownership and usage rights of data, software, and other intellectual property
11. Fees and Payment: Payment terms, fee structure, invoicing procedures, and payment schedules
12. Audit and Compliance: Rights of audit, compliance monitoring, and reporting requirements
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Term and Termination: Duration of the agreement, renewal terms, and termination rights and procedures
15. Exit Management: Procedures for transition of services upon termination, including data return or destruction
16. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure
