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PLAYBOOK TEMPLATES
Security Addendum SOC 2 Compliance
A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.
Data Security & Privacy
Negotiation strategy
Ensure that the contract includes comprehensive data security measures and compliance with applicable regulations. Negotiate for regular security audits and clear breach response protocols.
Focus on implementing feasible security measures that align with industry standards. Ensure that responsibilities are clearly defined to avoid undue liability.
Essential elements
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Data Security Measures
Technical and organizational protections.
2
Compliance with Regulations
Adherence to applicable laws.
3
Breach Response
Notification and cooperation protocols.
Action framework
ACCEPT
Propose edits to include specific encryption standards and audit requirements.
EDIT
Reject clauses that lack clear allocation of responsibilities or breach response procedures.
ADD
Add clauses for jurisdiction-specific compliance and detailed security measures.
PRO TIP
Regularly update security measures to align with evolving threats and regulatory changes.
Real-world examples
FAVORABLE
Comprehensive Data Security Clause
"The parties shall implement and maintain appropriate technical and organizational measures to protect personal and sensitive data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure."
NEUTRAL
Basic Security Measures
"The parties shall implement basic technical measures to protect data, including encryption and access controls."
UNFAVORABLE
Insufficient Security Provisions
"The parties agree to use reasonable efforts to protect data."
Alternative scenarios & positions
High-Risk Projects
For projects involving sensitive data, enhance security measures and require more frequent audits.
Cross-Border Data Transfers
Ensure compliance with international data transfer regulations and include specific clauses for data handling.
Small Business Contracts
Simplify security requirements while maintaining essential protections to accommodate limited resources.
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