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This Processor to Processor DPA is essential for organizations in the Philippines that engage in delegated data processing activities. The document is specifically designed to comply with the requirements of the Philippine Data Privacy Act of 2012 and its Implementing Rules and Regulations, addressing the unique relationship where one processor (the first processor) delegates processing activities to another processor (the sub-processor). This agreement becomes necessary when a processor needs to outsource or delegate certain data processing activities while maintaining compliance with data protection laws. It includes detailed provisions for security measures, data handling procedures, breach notification protocols, audit requirements, and data subject rights protection. The document is particularly relevant in scenarios involving cloud services, outsourcing arrangements, or any situation where personal data processing is further delegated to another entity.

1. Parties: Identification of both processors, their registered addresses, and company details

2. Background: Context of the processing relationship and the role of each party as a processor

3. Definitions: Key terms used in the agreement, including those from the Data Privacy Act and relevant regulations

4. Scope and Purpose: Details of the processing activities covered by the agreement and their intended purpose

5. Obligations of the Sub-processor: Specific duties and responsibilities of the receiving processor, including security measures and confidentiality

6. Instructions and Authority: Process for receiving and following processing instructions from the first processor

7. Data Security: Security measures required to protect personal data during processing activities

8. Confidentiality: Confidentiality obligations and measures to ensure data privacy

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

10. Data Subject Rights: Procedures for handling data subject requests and ensuring their rights

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

12. Audit Rights: Rights and procedures for conducting audits and inspections

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

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

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

16. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes