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The Third Party Processor Agreement is essential when an organization (data controller) engages an external service provider to process personal data on its behalf in the Philippines. This document is required under the Data Privacy Act of 2012 and its Implementing Rules and Regulations, ensuring proper data protection safeguards are in place. The agreement must detail the scope of processing activities, security measures, confidentiality obligations, and compliance requirements. It is particularly crucial given the Philippines' strict data protection regime and the National Privacy Commission's enforcement powers. The document should be customized based on the nature of processing activities, types of personal data involved, and specific industry requirements while maintaining compliance with Philippine data protection laws.

1. Parties: Identification of the data controller and the third-party processor, including their legal names, addresses, and registration details

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

3. Definitions: Key terms used in the agreement, including those defined in the Data Privacy Act and other relevant legislation

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

5. Duration of Processing: Term of the agreement and processing activities, including conditions for renewal and termination

6. Obligations of the Processor: Core responsibilities including confidentiality, security measures, subprocessing restrictions, and compliance requirements

7. Rights and Obligations of the Controller: Controller's responsibilities, including instructions for processing and audit rights

8. Data Security Measures: Specific technical and organizational security measures required to protect personal data

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

10. Audit and Compliance: Rights of controller to audit and processor's obligations to demonstrate compliance

11. Liability and Indemnification: Allocation of liability and indemnification obligations between parties

12. Termination: Grounds for termination, notice periods, and obligations upon termination

13. Return or Deletion of Data: Procedures for handling personal data upon termination or controller's request

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

15. General Provisions: Standard contractual provisions including severability, entire agreement, and amendments