8
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.

Security & Audit Rights

Why This Matters: Monitoring security compliance protects against data breaches, reduces regulatory risk, and ensures third-party vendors maintain required safeguards.

Negotiation strategy

If you're the Company A:

Ensure that the contract includes comprehensive security measures and audit rights. Negotiate for the ability to conduct both scheduled and unscheduled audits to verify compliance.

If you're the Company B:

Negotiate to limit the frequency and scope of audits to avoid operational disruptions. Ensure that any audit costs are shared or borne by the requesting party.

Essential elements

1

Security Measures

Industry-standard security protocols.
2

Audit Rights

Rights to verify compliance.
3

Third-Party Assessments

External compliance verification.

Action framework

ACCEPT

Propose edits if the security measures are outdated or insufficient.

EDIT

Reject if the clause does not allow for any audit rights.

ADD

Add language for specific industry compliance needs.

PRO TIP

Always ensure audit rights include access to relevant records and personnel.

Example clauses

FAVORABLE

Comprehensive Security Measures

"The parties agree to implement and maintain industry-standard technical and organizational security measures to protect the confidentiality, integrity, and availability of data. These measures shall include, but are not limited to, encryption, access controls, and regular security assessments."
NEUTRAL

Basic Audit Rights

"The Company may audit the security measures implemented by the other party upon reasonable notice."
UNFAVORABLE

Limited Audit Rights

"The Company may only audit security measures once per year, with prior approval from the Contractor."

Fallbacks

High-Risk Projects

For high-risk projects, ensure more frequent audits and enhanced security measures are included to mitigate potential threats.

Cross-Border Data Transfers

Include specific clauses addressing data protection and audit rights in jurisdictions with differing privacy laws.

Cloud Service Providers

Ensure the contract includes rights to audit cloud service providers' security measures and compliance with data protection standards.
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