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PLAYBOOK TEMPLATES

Data Sharing Data License Agreement

A Data Sharing & Data License Agreement defines rights and restrictions for exchanging or licensing data assets. This playbook examines usage limitations, confidentiality, and indemnification for data misuse.

Data Protection & Privacy

Why This Matters: Non-compliance with privacy laws can result in severe fines and reputational damage, so clear obligations and processes are essential to mitigate regulatory and operational risks.

Negotiation strategy

If you're the Company A:

Ensure that all data protection clauses are comprehensive and align with the latest regulations. Advocate for regular audits and assessments to maintain compliance.

If you're the Company B:

Negotiate for clear and reasonable data protection obligations that are feasible to implement. Seek to limit liability for data breaches to instances of gross negligence.

Essential elements

1

Data Processing Protocols

Establishes data handling procedures.
2

Data Retention and Deletion

Defines data storage duration.
3

Data Breach and Incident Response

Outlines breach notification process.

Action framework

ACCEPT

Propose edits if clauses lack specificity or do not align with current laws.

EDIT

Reject if clauses impose unreasonable liability or lack mutual obligations.

ADD

Add clauses for jurisdiction-specific requirements or emerging regulations.

PRO TIP

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

Example clauses

FAVORABLE

Comprehensive Data Protection Compliance

"Each party agrees to comply with all applicable data protection laws and regulations, including but not limited to the GDPR and CCPA."
NEUTRAL

Basic Data Protection Clause

"Parties shall comply with applicable data protection laws."
UNFAVORABLE

Vague Data Protection Obligations

"Parties will try to protect data as best as they can."

Fallbacks

High-Risk Projects

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

Cross-Border Data Transfers

Include clauses addressing data transfer mechanisms like Standard Contractual Clauses or Binding Corporate Rules.

Small-Scale Operations

Simplify data protection obligations to match the scale and risk profile of the operation.
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