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PLAYBOOK TEMPLATES

Security Addendum SOC 2 Compliance

A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.

Compliance & Regulatory

Why This Matters: Clear compliance allocations reduce the risk of fines, sanctions, and contract rescission under evolving regulatory frameworks.

Negotiation strategy

If you're the Client:

Ensure that compliance responsibilities are clearly defined and aligned with the company's risk management strategy. Negotiate for specific references to applicable laws and regulations to minimize legal exposure.

If you're the Vendor:

Advocate for mutual cooperation in compliance efforts to share the burden of regulatory adherence. Seek clarity in the allocation of responsibilities to avoid potential disputes.

Essential elements

1

Data Protection Compliance

Adherence to data protection laws.
2

Export Control Compliance

Compliance with export control laws.
3

Audit Support

Assistance in regulatory audits.

Action framework

ACCEPT

Propose edits when compliance responsibilities are vague or misaligned with current regulations.

EDIT

Reject clauses that fail to address critical compliance areas or lack mutual obligations.

ADD

Add language when compliance obligations are missing or insufficiently detailed.

PRO TIP

Regularly review and update compliance clauses to reflect changes in laws and industry standards.

Example clauses

FAVORABLE

Preferred Compliance Clause

"Each party shall comply with all applicable laws, regulations, and standards relevant to its performance under this Agreement, including but not limited to data protection laws, export control regulations, and any other sector-specific requirements."
NEUTRAL

Fallback Compliance Clause

"Each party shall comply with applicable laws and regulations relevant to its performance under this Agreement."
UNFAVORABLE

Vague Compliance Obligations

"Parties agree to generally comply with relevant laws."

Fallbacks

High-Risk Projects

In high-risk projects, ensure compliance clauses are robust and include specific audit support provisions to mitigate potential liabilities.

Cross-Border Transactions

For cross-border transactions, emphasize export control compliance and data protection measures to address jurisdictional differences.

Technology Agreements

In technology agreements, prioritize data protection compliance and ensure technical measures are clearly outlined.
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