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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.
Termination & Exit Rights
Negotiation strategy
Ensure that termination clauses include clear triggers and obligations for data return. Negotiate for a reasonable transition support period to minimize operational disruption.
Advocate for flexible termination terms that allow for convenience termination with adequate notice. Ensure data return obligations are feasible and transition support is compensated.
Essential elements
1
Termination for Cause
Material breach with cure period.
2
Data Return Obligations
Return or delete data post-termination.
3
Transition Support
Support for service transfer post-exit.
Action framework
ACCEPT
Propose edits if cure periods are too short or data obligations are unclear.
EDIT
Reject if termination triggers are overly restrictive or one-sided.
ADD
Add clauses for mutual termination triggers and regulatory change impacts.
PRO TIP
Always ensure termination clauses align with both parties' operational capabilities and legal requirements.
Example clauses
FAVORABLE
Preferred Termination for Cause
"Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching party."
NEUTRAL
Standard Termination Notice
"Either party may terminate this Agreement upon providing sixty (60) days written notice to the other party."
UNFAVORABLE
Unilateral Termination Rights
"The Contractor may terminate this Agreement at any time without cause, upon providing thirty (30) days written notice to the Company."
Fallbacks
High-Risk Projects
In high-risk projects, ensure termination clauses include specific risk mitigation measures and extended transition support to manage potential fallout.
Data-Intensive Contracts
For data-intensive contracts, emphasize robust data return and deletion obligations to protect sensitive information.
Regulatory Compliance
In scenarios with stringent regulatory requirements, include termination triggers for regulatory changes to ensure compliance.
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WEEK 3
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WEEK 4
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