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Non Disclosure Agreement Data Protection
"I need a Non Disclosure Agreement Data Protection under Austrian law for a cloud software vendor who will process our customer data, including potential transfers to their US servers, with the agreement starting March 1, 2025."
1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement and the purpose for sharing confidential information and personal data
3. Definitions: Key terms including 'Confidential Information', 'Personal Data', 'Processing', 'Data Controller', 'Data Processor', and other GDPR-specific terminology
4. Scope of Confidential Information: Definition of what constitutes confidential information and explicit exclusions
5. Data Protection Obligations: Specific obligations under GDPR and Austrian Data Protection Act, including data processing principles and security measures
6. Use of Confidential Information: Permitted purposes and restrictions on use of confidential information
7. Standard of Care: Required level of protection and security measures for both confidential information and personal data
8. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information and personal data upon termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach, including notification requirements for data breaches
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
12. Execution: Signature blocks and execution formalities
1. Third Party Disclosure: Include when third-party disclosure may be necessary, specifying conditions and obligations
2. International Data Transfers: Required when personal data may be transferred outside the EU/EEA
3. Intellectual Property Rights: Include when confidential information includes IP that needs specific protection
4. Employee and Subcontractor Obligations: Include when the receiving party needs to share information with employees or subcontractors
5. Insurance Requirements: Include when specific insurance coverage for data protection is required
6. Audit Rights: Include when the disclosing party requires rights to audit the receiving party's compliance
7. Data Subject Rights: Include detailed procedures for handling data subject requests when extensive personal data processing is involved
1. Schedule 1 - Categories of Personal Data: Detailed list of personal data categories to be processed
2. Schedule 2 - Technical and Organizational Measures: Specific security measures and protocols for protecting confidential information and personal data
3. Schedule 3 - Authorized Recipients: List of authorized personnel or entities who may access the confidential information
4. Schedule 4 - Data Processing Activities: Detailed description of all data processing activities covered by the agreement
5. Appendix A - Security Breach Notification Procedure: Step-by-step procedure for handling and reporting security breaches
6. Appendix B - Data Retention Schedule: Specific retention periods for different types of confidential information and personal data
Authors
Personal Data
Special Categories of Personal Data
Data Subject
Processing
Data Controller
Data Processor
Sub-processor
Data Protection Laws
Technical and Organizational Measures
Security Breach
Personal Data Breach
Authorized Recipients
Purpose
Representatives
Supervisory Authority
Third Party
Transfer
Affiliate
Trade Secrets
Permitted Purpose
Disclosing Party
Receiving Party
Confidential Materials
Data Protection Officer
EEA
Standard Contractual Clauses
Binding Corporate Rules
Agreement
Business Day
Services
Term
Data Protection Impact Assessment
Records of Processing Activities
Information Security Incident
Cross-border Processing
Data Protection
Data Processing
Security Measures
Breach Notification
Access Rights
Use Restrictions
Return or Destruction
Transfer Restrictions
Audit Rights
Term and Termination
Warranties and Representations
Liability
Indemnification
Force Majeure
Assignment
Subcontracting
Notice
Governing Law
Jurisdiction
Dispute Resolution
Severability
Amendment
Entire Agreement
Data Subject Rights
Cross-Border Transfers
Technical Safeguards
Organizational Measures
Breach Remediation
Records Management
Survival
Technology
Healthcare
Financial Services
Professional Services
Education
Retail
Manufacturing
Telecommunications
Real Estate
Insurance
Legal Services
Marketing and Advertising
Research and Development
Pharmaceuticals
Public Sector
Legal
Compliance
Information Security
Data Protection
IT
Risk Management
Procurement
Operations
Business Development
Information Management
Privacy
Chief Privacy Officer
Data Protection Officer
Legal Counsel
Compliance Manager
Information Security Manager
IT Director
Risk Manager
Business Development Manager
Project Manager
Operations Director
Procurement Manager
Contract Manager
Chief Information Security Officer
Chief Technology Officer
Chief Legal Officer
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