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PLAYBOOK TEMPLATES

Reseller Distribution Agreement

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.

Data Protection Compliance

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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