Third Party Processing Agreement

Third Party Processing Agreement Template for India

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Key Requirements PROMPT example:

"I need a Third Party Processing Agreement for my healthcare technology company based in Mumbai, which will be processing patient data through a cloud service provider, with specific provisions for handling sensitive medical information and compliance with healthcare regulations."

Document background

The Third Party Processing Agreement is essential for organizations in India that outsource the processing of personal and sensitive data to external service providers. This document is required under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Information Technology Act, 2000. It should be used whenever an organization (data controller) engages a third party (data processor) to handle, store, process, or manage personal data on their behalf. The agreement ensures proper data handling practices, establishes security standards, and defines responsibilities for data protection. It includes specific provisions required under Indian law while incorporating international best practices for data processing. The document becomes particularly crucial given India's evolving data protection landscape and the increasing focus on privacy rights and data security.

Suggested Sections

1. Parties: Identification of the Data Controller and Data Processor, including registered addresses and company details

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

3. Definitions: Key terms used in the agreement, including 'Personal Data', 'Processing', 'Data Subject', 'Sensitive Personal Data', aligned with IT Act definitions

4. Scope of Processing: Details of authorized processing activities, types of data, and processing purposes

5. Obligations of the Data Processor: Core responsibilities including security measures, confidentiality, data handling protocols

6. Technical and Organizational Measures: Required security measures, access controls, and data protection mechanisms

7. Sub-processing: Rules and restrictions regarding the engagement of sub-processors

8. Data Subject Rights: Procedures for handling data subject requests and maintaining their rights

9. Data Breach Notification: Procedures and timeframes for reporting and handling data breaches

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

11. Data Return and Deletion: Obligations regarding data handling upon contract termination

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Term and Termination: Duration of agreement and termination conditions

14. Governing Law and Jurisdiction: Specification of Indian law application and dispute resolution mechanisms

Optional Sections

1. Cross-border Data Transfers: Required when data processing involves transfer outside India

2. Industry-Specific Compliance: Additional requirements for specific sectors (e.g., healthcare, financial services)

3. Business Continuity: Disaster recovery and business continuity requirements for critical processing

4. Insurance Requirements: Specific insurance obligations for high-risk processing activities

5. Service Levels: Performance metrics and standards for processing activities

6. Change Control: Procedures for managing changes to processing activities or technical measures

Suggested Schedules

1. Schedule 1 - Processing Activities: Detailed description of authorized processing activities, data categories, and purposes

2. Schedule 2 - Technical and Security Measures: Specific security controls, standards, and protocols to be implemented

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their specific roles

4. Schedule 4 - Data Retention Periods: Specific retention periods for different categories of data

5. Schedule 5 - Service Level Agreement: Detailed performance metrics and service levels if applicable

6. Appendix A - Data Transfer Mechanisms: Details of cross-border transfer mechanisms and safeguards if applicable

7. Appendix B - Incident Response Plan: Detailed procedures for handling and reporting security incidents

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Information Technology

Healthcare

Financial Services

E-commerce

Education

Telecommunications

Business Process Outsourcing

Manufacturing

Retail

Professional Services

Insurance

Pharmaceuticals

Digital Marketing

Human Resources Services

Cloud Services

Relevant Teams

Legal

Compliance

Information Security

Risk Management

Procurement

Vendor Management

Data Protection

Privacy

Operations

Information Governance

Relevant Roles

Chief Information Security Officer

Data Protection Officer

Privacy Officer

Legal Counsel

Compliance Manager

IT Director

Information Security Manager

Risk Manager

Procurement Manager

Vendor Management Lead

Contract Manager

Chief Technology Officer

Chief Legal Officer

Data Protection Manager

Operations Director

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