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1. Parties: Identification of the data controller and data processor, including full legal names and registered addresses
2. Background: Context of the processing relationship and reference to the main service agreement
3. Definitions: Key terms used in the agreement, including those from GDPR Article 4 and additional contract-specific terms
4. Scope and Purpose of Processing: Detailed description of the processing activities, categories of data, and processing purposes as required by GDPR Article 28(3)
5. Duration: Term of the processing agreement and its relationship to the main service agreement
6. Processor Obligations: Core obligations of the processor including processing only on documented instructions, confidentiality, security measures, and sub-processor requirements
7. Technical and Organizational Measures: General security obligations and reference to detailed measures in schedule
8. Sub-processing: Conditions and requirements for engaging sub-processors, including authorization process
9. Data Subject Rights: Processor's obligations to assist controller in responding to data subject requests
10. Data Breach Notification: Procedures and timeframes for notifying controller of personal data breaches
11. Audit Rights: Controller's audit rights and processor's obligations to demonstrate compliance
12. Data Return and Deletion: Obligations regarding data handling upon agreement termination
13. Liability and Indemnification: Allocation of liability and indemnification obligations
14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. International Data Transfers: Required when personal data will be transferred outside the EU/EEA, including transfer mechanisms and safeguards
2. Industry-Specific Compliance: Required for regulated industries like healthcare or finance, addressing specific regulatory requirements
3. Joint Controller Provisions: Required when the relationship includes aspects of joint controllership under GDPR Article 26
4. Data Protection Impact Assessment: Required when processing is likely to result in high risk to individuals' rights and freedoms
5. Insurance Requirements: Optional section specifying required insurance coverage for data protection incidents
6. Force Majeure: Optional section addressing circumstances beyond parties' control affecting data processing obligations
1. Schedule 1 - Processing Details: Detailed description of processing activities, including data categories, subjects, purposes, and duration
2. Schedule 2 - Technical and Organizational Measures: Detailed security measures implemented by the processor, including access controls, encryption, and backup procedures
3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their processing activities
4. Schedule 4 - Transfer Mechanisms: Details of international transfer mechanisms where applicable, including SCCs or BCRs
5. Schedule 5 - Security Breach Response Plan: Detailed procedures for handling and reporting data breaches
6. Appendix A - Contact Details: Contact information for data protection officers, representatives, and key personnel
7. Appendix B - Audit Procedures: Detailed procedures for conducting compliance audits
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