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PLAYBOOK TEMPLATES

Software Development Agreement

A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.

Data Protection & Privacy

Why This Matters: Data breaches and non-compliance carry significant regulatory fines, litigation risk, and reputational harm, so precise obligations and processes are essential to minimize exposure.

Negotiation strategy

If you're the Company:

Ensure that all data protection clauses are comprehensive and align with the company's internal data protection policies. Negotiate for strong security measures and clear breach notification procedures.

If you're the Developer:

Focus on limiting liability and ensuring that the data protection obligations are reasonable and achievable. Propose amendments to clauses that may impose excessive burdens.

Essential elements

1

Data Handling Obligations

Compliance with data protection laws.
2

Security Controls

Measures to protect personal data.
3

Breach Notification

Procedures for data breach alerts.

Action framework

ACCEPT

Propose edits if clauses lack specificity or do not align with internal policies.

EDIT

Reject clauses that impose unreasonable obligations or lack mutual responsibilities.

ADD

Add clauses to address jurisdiction-specific requirements or emerging data protection standards.

PRO TIP

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

Example clauses

FAVORABLE

Preferred Data Handling Obligations

"Each party shall ensure that any personal data collected, stored, processed, or shared under this Agreement is handled in compliance with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Both parties agree to implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage."
NEUTRAL

Standard Compliance Clause

"The parties agree to comply with applicable data protection laws."
UNFAVORABLE

Vague Data Protection Obligations

"The parties shall endeavor to protect personal data."

Fallbacks

High-Risk Projects

For projects involving sensitive data, enhance security measures and require more frequent audits to ensure compliance.

Cross-Border Data Transfers

Include specific clauses addressing data transfer mechanisms, such as Standard Contractual Clauses or Binding Corporate Rules.

Small Business Contracts

Simplify data protection obligations to reflect the scale and resources of small businesses, while maintaining compliance.
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