A DPA outlines obligations between data controllers and processors regarding the handling of personal data under privacy laws. This playbook discusses key terms including processing scope, security measures, and cross-border transfers.
Why This Matters: Well-structured termination rights protect each party’s interests and facilitate a smooth transition in case of contract end or breach.
Negotiation strategy
If you're the Data Controller:
Ensure the termination clause includes clear triggers and reasonable notice periods to protect the company's interests. Negotiate for transition assistance to minimize disruption.
If you're the Data Processor:
Advocate for flexible termination terms that allow for mutual agreement or specific breach scenarios. Ensure transition obligations are feasible and clearly defined.
Essential elements
1
Termination Triggers
Conditions for contract termination.
2
Notice Period
Timeframe for termination notice.
3
Transition Assistance
Support post-termination period.
Action framework
ACCEPT
Propose edits if termination triggers or notice periods are unclear or unreasonable.
EDIT
Reject if the clause lacks essential termination triggers or imposes unfair obligations.
ADD
Add language if termination rights are missing or insufficiently detailed.
PRO TIP
Always ensure termination clauses are aligned with jurisdictional laws to avoid legal complications.
Example clauses
FAVORABLE
Preferred Termination Clause
"Either party may terminate this Agreement upon 30 days' written notice in the event of a material breach, provided the breach is not cured within the notice period."
NEUTRAL
Standard Termination Clause
"Termination may occur with 60 days' notice for any reason, with transition assistance provided for up to 90 days post-termination."
UNFAVORABLE
Unclear Termination Clause
"Termination can occur at any time without notice or defined reasons."
Fallbacks
In high-risk projects, ensure termination clauses include specific risk-related triggers and extended transition assistance to mitigate potential impacts.
International Contracts
For international contracts, consider jurisdiction-specific laws and ensure compliance with local termination requirements.
Long-Term Agreements
In long-term agreements, include periodic review clauses to reassess termination terms and ensure they remain relevant.
Technology & DataPlaybook Template (Pro both parties )
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