An MSA sets the overarching terms governing ongoing services between parties, providing a foundation for future statements of work or projects. This playbook breaks down best practices for managing risk, defining scope, and balancing flexibility with legal protection.
Why This Matters: Adherence to data protection standards avoids regulatory fines, reputational harm, and contractual liability for data breaches.
Negotiation strategy
If you're the Company:
Ensure the contract includes comprehensive data protection clauses that align with internal policies and legal requirements. Emphasize the need for robust security measures and clear breach notification protocols.
If you're the Contractor:
Negotiate for reasonable data protection obligations that are feasible and cost-effective. Seek clarity on the scope of data processing and cross-border transfer requirements.
Essential elements
1
Data Processing Terms
Defines data handling obligations.
2
Security Measures
Specifies data protection protocols.
3
Breach Notification
Outlines reporting requirements.
Action framework
ACCEPT
Propose edits if the clause lacks specific security measures or breach protocols.
EDIT
Reject if the clause fails to comply with major data protection laws like GDPR.
ADD
Add language for cross-border data transfer compliance if missing.
PRO TIP
Always ensure data protection clauses are aligned with the latest legal standards to mitigate risks.
Example clauses
FAVORABLE
Preferred Data Protection Clause
"The parties agree to comply with all applicable data protection laws, including GDPR, and implement appropriate technical and organizational measures to protect personal data."
NEUTRAL
Fallback Data Protection Clause
"The parties shall use reasonable efforts to comply with applicable data protection laws and ensure the security of personal data."
UNFAVORABLE
Weak Data Protection Clause
"The parties will attempt to comply with data protection laws as feasible."
Fallbacks
High-Risk Projects
In high-risk projects, ensure additional security measures and stricter compliance checks are in place to protect sensitive data.
International Operations
For international operations, prioritize clauses that address cross-border data transfers and compliance with global data protection standards.
Small-Scale Contracts
In small-scale contracts, focus on scalable data protection measures that are proportionate to the data volume and sensitivity.
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WEEK 2
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WEEK 3
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WEEK 4
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