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PLAYBOOK TEMPLATES

Cloud Services Agreement

A Cloud Services Agreement defines the legal and operational framework for cloud infrastructure or platform usage. This playbook outlines negotiation of service levels, data handling, and termination assistance provisions.

Data Privacy & Security

Why This Matters: Data breaches and noncompliance can result in significant legal penalties and damage to the company’s reputation, making strict controls essential.

Negotiation strategy

If you're the Customer:

Ensure that all data protection clauses are comprehensive and align with the company's internal policies. Insist on regular audits and updates to security measures.

If you're the Service Provider:

Negotiate for reasonable timelines and responsibilities in data breach notifications. Ensure that compliance requirements are feasible and clearly defined.

Essential elements

1

Data Protection Responsibilities

Compliance with data protection laws.
2

Security Measures

Implement and maintain security protocols.
3

Data Breach Notification

Notify breaches within 72 hours.

Action framework

ACCEPT

Propose edits to clarify roles and responsibilities in data protection.

EDIT

Reject clauses that do not meet minimum legal compliance standards.

ADD

Add clauses for jurisdiction-specific compliance, such as GDPR or CCPA.

PRO TIP

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

Example clauses

FAVORABLE

Preferred Data Protection Clause

"Each party shall comply with all applicable data protection laws and regulations in relation to the processing of personal data. The parties agree to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, as appropriate, the pseudonymization and encryption of personal data, the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services, and the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident."
NEUTRAL

Fallback Security Measures Clause

"The parties shall implement and maintain appropriate security measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. Such measures shall include, but are not limited to, access controls, encryption, and regular security testing and audits."
UNFAVORABLE

Insufficient Data Breach Clause

"The party responsible for a data breach shall notify the other party at their earliest convenience."

Fallbacks

High-Risk Projects

For projects involving sensitive data, additional security measures and stricter compliance checks are necessary to mitigate risks.

Cross-Border Data Transfers

Ensure compliance with international data transfer regulations, such as Standard Contractual Clauses for EU data transfers.

Third-Party Vendors

Include clauses that require third-party vendors to adhere to the same data protection standards as the primary parties.
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