A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.
Why This Matters: Non-compliance with data laws can lead to fines and reputational harm. Robust data provisions protect against regulatory and operational risks.
Negotiation strategy
If you're the Manufraturer:
Ensure that the contract includes comprehensive data protection clauses that align with the latest regulations. Focus on clear allocation of responsibilities for data processing and breach notification.
If you're the Distributor:
Negotiate for commercially reasonable efforts in data protection compliance. Ensure that obligations are feasible and align with your operational capabilities.
Essential elements
1
Data Handling Obligations
Defines data processing responsibilities.
2
Breach Notification
Outlines breach reporting timelines.
3
Regulatory Compliance
Ensures adherence to data laws.
Action framework
ACCEPT
Propose edits if the clause lacks specific obligations or clarity in responsibilities.
EDIT
Reject if the clause fails to meet basic data protection standards.
ADD
Add language for jurisdiction-specific requirements if missing.
PRO TIP
Always tailor data protection clauses to the specific jurisdictions involved in the contract.
Example clauses
FAVORABLE
Comprehensive Data Protection Clause
"The parties agree to comply with all applicable data protection laws, including but not limited to the GDPR and CCPA. Each party shall implement appropriate technical and organizational measures to ensure the security of personal data. In the event of a data breach, the affected party shall notify the other party within 72 hours and cooperate in any required regulatory reporting."
NEUTRAL
Basic Compliance Clause
"The parties shall use commercially reasonable efforts to comply with applicable data protection laws and shall notify each other of any data breaches in a timely manner."
UNFAVORABLE
Vague Data Protection Obligations
"The parties will attempt to comply with data protection laws as applicable."
Fallbacks
High-Risk Data Processing
In scenarios involving sensitive data, ensure that the contract includes enhanced security measures and detailed breach response plans.
Cross-Border Data Transfers
For contracts involving international data transfers, include clauses addressing data transfer mechanisms and compliance with cross-border regulations.
Outsourcing Data Processing
When outsourcing data processing, ensure that the contract includes specific obligations for subcontractors and data processors.
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WEEK 3
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WEEK 4
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