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PLAYBOOK TEMPLATES

Outsourcing Agreement

An Outsourcing Agreement governs the delegation of business functions to an external provider, defining scope, service levels, and performance standards. This playbook highlights key risk mitigation strategies for data protection, continuity, and liability allocation.

Data Protection & Compliance

Why This Matters: Non-compliance with data protection laws can result in significant fines, reputational damage, and liability, making robust controls and contractual safeguards imperative.

Negotiation strategy

If you're the Company:

Ensure that all data protection clauses are comprehensive and align with the latest regulatory standards. Advocate for regular audits and updates to security measures to mitigate risks.

If you're the Service Provider:

Negotiate for clear definitions of data handling responsibilities and ensure that liability is proportionate. Seek to limit indemnity obligations to direct damages only.

Essential elements

1

Data Handling Standards

Secure data collection and processing.
2

Security Measures

Protect data from unauthorized access.
3

Breach Notification Protocols

Timely notification of data breaches.

Action framework

ACCEPT

Propose edits when clauses lack specificity or fail to address all relevant data protection aspects.

EDIT

Reject clauses that do not comply with mandatory legal requirements or expose the party to undue risk.

ADD

Add clauses when jurisdiction-specific requirements or new data protection standards are not addressed.

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 agree to implement and maintain appropriate data handling standards that comply with all applicable data privacy laws and regulations."
NEUTRAL

Basic Security Measures

"The parties shall implement reasonable security measures to protect personal data."
UNFAVORABLE

Lack of Breach Protocols

"The parties will address data breaches as they see fit."

Fallbacks

High-Risk Projects

For projects involving sensitive data, additional security measures and stricter breach protocols are necessary to mitigate heightened risks.

Cross-Border Data Transfers

Ensure compliance with international data transfer regulations, such as GDPR, when data is transferred across borders.

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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