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The Data Transfer Agreement is essential for organizations operating in the Philippines that need to share personal data with other entities, whether domestically or internationally. This document becomes necessary when personal data needs to be transferred between controllers and processors, ensuring compliance with the Philippine Data Privacy Act of 2012 and its Implementing Rules and Regulations. The agreement is particularly critical given the Philippines' strict data protection regime and the National Privacy Commission's active oversight. It should be used whenever systematic data sharing arrangements are established, covering aspects such as security measures, breach notification procedures, data subject rights, and audit requirements. The document is designed to protect both the data subjects' rights and the organizations' interests while maintaining compliance with Philippine privacy laws.

1. Parties: Identification of the data exporter and data importer, including their roles as data controller/processor

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

3. Definitions: Key terms including Personal Data, Processing, Transfer, Security Measures, and other relevant definitions aligned with Philippine Data Privacy Act

4. Scope and Purpose of Transfer: Detailed description of the data to be transferred and the specific purposes for which it may be processed

5. Obligations of the Data Exporter: Responsibilities of the party sending the data, including ensuring legal basis for transfer

6. Obligations of the Data Importer: Responsibilities of the receiving party, including security measures and processing limitations

7. Security Measures: Specific technical and organizational measures required to protect the transferred data

8. Confidentiality: Provisions regarding maintaining confidentiality of the transferred data

9. Sub-processing: Rules and restrictions regarding the use of sub-processors

10. Data Subject Rights: Procedures for handling data subject requests and ensuring their rights are protected

11. Breach Notification: Procedures and timeframes for reporting data breaches

12. Audit Rights: Rights of the data exporter to audit the data importer's compliance

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Return or Destruction of Data: Procedures for handling data upon termination

15. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes