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1. Parties: Identification of data exporter and data importer, including their roles and contact details
2. Background: Context of the data transfer relationship and purpose of the agreement
3. Definitions: Key terms used in the agreement, aligned with GDPR definitions and any additional specific terms
4. Subject Matter and Details of Transfer: Description of the categories of data, data subjects, and purpose of transfer
5. Obligations of Data Importer: Specific responsibilities of the receiving party including security measures and data handling requirements
6. Obligations of Data Exporter: Responsibilities of the sending party including ensuring legal basis for transfer
7. Technical and Organizational Measures: Required security measures for data protection during transfer and processing
8. Sub-processing: Rules and requirements for engaging sub-processors
9. Data Subject Rights: Procedures for handling data subject requests and ensuring their rights
10. Data Breach Notification: Procedures and timeframes for reporting data breaches
11. Audit Rights: Rights and procedures for conducting audits of data processing activities
12. Duration and Termination: Term of the agreement and conditions for termination
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Liability and Indemnification: Allocation of responsibilities and limitations of liability
1. Data Transfer Impact Assessment: Required when transferring to countries without adequate protection levels, addressing Schrems II requirements
2. Specific Security Requirements: Additional security measures for sensitive data or specific industry requirements
3. BCR Integration: Required when one party operates under Binding Corporate Rules
4. Local Law Assessment: Analysis of recipient country's laws affecting data protection, required for high-risk transfers
5. Special Categories of Data: Additional provisions when transferring sensitive personal data under Article 9 GDPR
6. Return or Deletion of Data: Specific procedures for data handling upon termination, required for complex data sets
1. Schedule 1: Details of Processing: Detailed description of data processing activities, categories of data, and purposes
2. Schedule 2: Technical and Organizational Measures: Detailed security measures and controls implemented by the parties
3. Schedule 3: Sub-processors: List of approved sub-processors and their processing activities
4. Schedule 4: Transfer Impact Assessment: Detailed assessment of transfer risks and mitigation measures
5. Schedule 5: Standard Contractual Clauses: Implementation of EU SCCs where applicable
6. Appendix A: Contact Details: Detailed contact information for data protection officers and key personnel
7. Appendix B: Security Breach Response Plan: Detailed procedures for handling and reporting data breaches
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