2
PLAYBOOK TEMPLATES

Service Level Agreement (SLA)

An SLA establishes measurable service performance standards between provider and customer. This playbook explains methods to draft enforceable metrics, remedies for non-performance, and escalation procedures.

Data Privacy & Security

Why This Matters: Protects the organization from regulatory penalties and reputational harm due to data breaches. Clarifies party responsibilities and mitigates legal exposure under common law.

Negotiation strategy

If you're the Company:

Ensure that the contract includes comprehensive data protection clauses that align with the latest legal standards. Advocate for clear definitions of roles and responsibilities to minimize liability.

If you're the Contractor:

Negotiate for reasonable security measures that are feasible to implement. Seek to limit liability by clarifying the scope of responsibilities and ensuring mutual compliance obligations.

Essential elements

1

Data Protection Compliance

Adherence to data protection laws.
2

Breach Notification

Timely reporting of data breaches.
3

Roles and Responsibilities

Define data controller and processor roles.

Action framework

ACCEPT

Propose edits when clauses lack specific security measures or breach notification timelines.

EDIT

Reject clauses that do not comply with mandatory data protection laws or expose the company to undue risk.

ADD

Add clauses when data protection requirements are absent or insufficiently detailed.

PRO TIP

Regularly review and update data protection clauses to reflect changes in laws and technology.

Example clauses

FAVORABLE

Comprehensive Data Protection Clause

"The Parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and any other relevant privacy laws. Each Party shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk."
NEUTRAL

Basic Compliance Clause

"The Parties agree to comply with applicable data protection laws."
UNFAVORABLE

Vague Data Protection Obligations

"The Parties will try to protect data as best as they can."

Fallbacks

High-Risk Projects

For projects involving sensitive data, additional security measures and stricter compliance requirements should be implemented to mitigate risks.

Cross-Border Data Transfers

Ensure compliance with international data transfer regulations, such as Standard Contractual Clauses, to avoid legal complications.

Small-Scale Operations

For smaller operations, focus on scalable security measures that provide adequate protection without overburdening resources.
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