Administration Data Protection Agreement
Administration Data Protection Agreement
1. Introduction
1.1 Parties: This Administrative Data Protection Agreement ("Agreement") is made and entered into on this day of _____, 20, by and between:
[Your Company Name], a corporation duly established and existing under the laws of _________, with its principal place of business at _________________, hereinafter referred to as the "Company";
AND
[Service Provider], a corporation fully organized and existing under the laws of _________, with its principal place of business at _________________, hereafter referred to as the "Service Provider".
1.2 Intent and Purpose: The Company and the Service Provider recognize the importance of safeguarding the privacy and integrity of Administrative Data. In compliance with relevant international, federal, and state privacy laws, regulations, and standards, this Agreement sets forth the terms and conditions governing the access and processing of data by the Service Provider on behalf of the Company.
2. Definitions
2.1 "Data": For the purposes of this Agreement, "Data" refers to any information, records, documents, or files, regardless of format or medium, provided by the Company to the Service Provider for processing.
2.2 "Personal Data": "Personal Data" shall mean any information relating to an identified or identifiable natural person ("Data Subject").
2.3 "Processing": "Processing" encompasses any operation or set of operations performed on Data, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
2.4 "Data Subject": A "Data Subject" refers to an individual who is the subject of Personal Data.
3. Obligations of Service Provider
3.1 Data Protection Measures: The Service Provider shall implement and maintain appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of Administrative Data. Such measures shall include but not be limited to encryption, access controls, and regular security audits.
3.2 Processing Limitation: The Service Provider shall process Personal Data only in accordance with the documented instructions of the Company, except where required to do so by applicable law. Any deviation from the instructions must be promptly communicated to and approved by the Company.
3.3 Confidentiality: The Service Provider shall ensure that any personnel authorized to process Administrative Data are bound by strict confidentiality obligations. Access to Personal Data shall be restricted to individuals with a legitimate need-to-know basis.
3.4 Data Subject Rights: The Service Provider shall assist the Company in responding to requests from Data Subjects exercising their rights under applicable data protection laws, including but not limited to the rights of access, rectification, erasure, and data portability.
4. Liability and Indemnification
4.1 Financial Liability: The Service Provider shall be liable for any breaches of this Agreement, including but not limited to unauthorized access, use, or disclosure of Administrative Data. Financial liability for such breaches shall be subject to an agreed-upon amount or the maximum extent permitted by law.
4.2 Indemnification: The Service Provider shall indemnify and hold harmless the Company from any claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Service Provider's breach of this Agreement, including any violations of applicable data protection laws.
5. Review and Termination
5.1 Review: The Company shall have the right to review the Service Provider's Data handling and processing activities periodically to ensure compliance with the terms of this Agreement and applicable data protection laws. The Service Provider shall provide the Company with access to relevant documentation and audit trails upon request.
5.2 Termination: This Agreement may be terminated by either party upon written notice to the other party. In the event of termination, the Service Provider shall promptly return or securely dispose of all Administrative Data in its possession in accordance with the Company's instructions.
6. Applicable Law and Jurisdiction
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of _________.
6.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of _________. The parties hereby waive any objections to the jurisdiction of such courts and agree to submit to the jurisdiction of said courts.
7. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. Any modifications or amendments to this Agreement must be made in writing and signed by both parties.
IN WITNESS WHEREOF,
For and on behalf of [Your Company Name]
Signature:
Name:
Title:
Date:
For and on behalf of [Service Provider]
Signature:
Name:
Title:
Date:
