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PLAYBOOK TEMPLATES

Letter of Intent (LOI)

A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.

Data Protection & Privacy

Why This Matters: Non-compliance with privacy regulations can lead to regulatory fines, reputational damage, and contractual penalties.

Negotiation strategy

If you're the Buyer:

Ensure that the contract includes comprehensive data protection clauses that align with the company's internal policies and regulatory requirements. Negotiate for clear breach notification timelines and responsibilities.

If you're the Seller:

Advocate for reasonable data protection obligations that are proportionate to the services provided. Ensure that liability for data breaches is fairly allocated and that the contractor's compliance capabilities are considered.

Essential elements

1

Data Security Measures

Technical and organizational safeguards.
2

Breach Notification

Timely reporting of data breaches.
3

Compliance with Privacy Frameworks

Adherence to GDPR, CCPA, etc.

Action framework

ACCEPT

Propose edits if the clause lacks specific security measures or breach notification timelines.

EDIT

Reject if the clause imposes unreasonable obligations or lacks enforceability.

ADD

Add language to cover jurisdiction-specific compliance or data subject rights.

PRO TIP

Always ensure that data protection clauses are tailored to the specific data processing activities involved.

Example clauses

FAVORABLE

Robust Data Security Clause

"The parties shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, ensuring a level of security appropriate to the risk."
NEUTRAL

Standard Breach Notification

"In the event of a data breach, the party experiencing the breach shall notify the other party without undue delay and, where feasible, not later than 72 hours after having become aware of it."
UNFAVORABLE

Lack of Specificity in Compliance

"Each party agrees to comply with applicable data protection laws."

Fallbacks

Cross-Border Data Transfers

When data is transferred across borders, ensure that the contract includes clauses addressing international data transfer mechanisms such as Standard Contractual Clauses or Binding Corporate Rules.

High-Risk Data Processing

For projects involving sensitive data, include enhanced security measures and detailed breach response plans to mitigate potential risks.

Outsourcing Data Processing

When outsourcing data processing, ensure that the contractor is bound by a Data Processing Agreement that specifies their obligations and liabilities.
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