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1. Parties: Identification of the data controllers and their registered offices
2. Background: Context of the data sharing relationship and purpose of the agreement
3. Definitions: Definitions of key terms used in the agreement, including GDPR-specific terminology
4. Scope and Purpose: Details of the data sharing activities and legitimate purposes for processing
5. Roles and Responsibilities: Clear delineation of each controller's obligations and responsibilities
6. Legal Basis for Processing: Specification of the legal grounds under GDPR Article 6 for the data processing
7. Data Protection Principles: Commitment to GDPR principles including lawfulness, fairness, and transparency
8. Data Subject Rights: Procedures for handling data subject requests and ensuring rights are respected
9. Security Measures: Technical and organizational measures required to ensure data security
10. Data Breach Notification: Procedures for notifying each other and authorities of data breaches
11. Confidentiality: Obligations regarding confidentiality of shared personal data
12. Term and Termination: Duration of the agreement and conditions for termination
13. Liability and Indemnification: Allocation of liability and indemnification obligations
14. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for disputes
1. International Data Transfers: Required when personal data is transferred outside the EEA, including transfer mechanisms and safeguards
2. Sub-processing: Include when either controller may engage sub-processors for data processing activities
3. Audit Rights: Optional section detailing audit procedures when regular compliance verification is required
4. Insurance: Include when specific insurance coverage for data protection is required
5. Data Protection Impact Assessment: Required when processing is likely to result in high risk to individuals
6. Joint Controller Provisions: Include when parties are acting as joint controllers for certain processing activities
7. US State Privacy Law Compliance: Include when processing involves data subjects from specific US states with privacy laws
1. Schedule 1 - Details of Processing: Detailed description of data processing activities, categories of data subjects and personal data
2. Schedule 2 - Technical and Organizational Measures: Specific security measures implemented by both controllers
3. Schedule 3 - Transfer Mechanisms: Details of international transfer mechanisms including SCCs if applicable
4. Schedule 4 - Contact Points: Key contacts for operational matters, data protection officers, and breach notification
5. Schedule 5 - Sub-processors: List of approved sub-processors and process for adding new ones
6. Appendix A - Data Subject Rights Procedure: Detailed procedures for handling data subject requests
7. Appendix B - Breach Response Plan: Detailed procedures for responding to and managing data breaches
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