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The Third Party Data Processing Agreement is essential for organizations operating in India that outsource the processing of personal data to external service providers. This agreement has become increasingly critical following the implementation of India's Digital Personal Data Protection Act 2023 and various sector-specific regulations. It establishes the framework for compliant data processing activities, defining responsibilities for data security, breach notifications, and regulatory compliance. The document is particularly important given India's strict data protection regime and potential penalties for non-compliance. It should be used whenever an organization engages a third party to process personal data, whether for cloud services, analytics, customer support, or other data-intensive operations. The agreement includes specific provisions required under Indian law, such as reasonable security practices, data localization requirements where applicable, and mandatory breach notification procedures.

1. Parties: Identification of the data controller and data processor, including their registered addresses and company details

2. Background: Context of the agreement, relationship between parties, and purpose of data processing

3. Definitions: Definitions of key terms including Personal Data, Processing, Data Subject, Security Breach, and other relevant terms under Indian law

4. Scope and Purpose of Processing: Detailed description of the data processing activities, types of data, and purposes

5. Obligations of the Data Processor: Core responsibilities including processing only on documented instructions, confidentiality, security measures, and breach notification

6. Data Security Requirements: Specific security measures required under Indian law, including reasonable security practices

7. Data Breach Notification: Procedures and timeframes for reporting data breaches to the controller and authorities

8. Sub-processing: Conditions and requirements for engaging sub-processors

9. Data Subject Rights: Processor's obligations to assist controller in responding to data subject requests

10. Audit Rights: Controller's rights to audit processor's compliance and documentation requirements

11. Term and Termination: Duration of the agreement and termination provisions

12. Return or Deletion of Data: Obligations regarding data handling upon termination

13. Liability and Indemnification: Allocation of liability and indemnification obligations

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes