The Personal Data Processing Agreement is essential for organizations operating in Hong Kong that outsource the processing of personal data to third parties. This agreement is required to comply with the Personal Data (Privacy) Ordinance (PDPO) and ensures clear allocation of responsibilities between data controllers and processors. It becomes necessary whenever an organization engages external service providers to process personal data on its behalf, such as cloud service providers, payroll processors, or marketing agencies. The agreement covers crucial aspects including security measures, data breach procedures, sub-processing requirements, and data subject rights. It's particularly important given Hong Kong's role as a global business hub and the need to maintain robust data protection standards while facilitating international data flows. The document should be regularly reviewed and updated to reflect changes in data protection laws and regulatory guidance.

1. Parties: Identification of the Data Controller and Data Processor, including full legal names and registered addresses

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

3. Definitions: Definitions of key terms used in the agreement, including 'Personal Data', 'Processing', 'Data Subject', and other relevant terms as per PDPO

4. Scope and Purpose of Processing: Detailed description of what personal data will be processed and for what specific purposes

5. Duration of Processing: Timeline for the processing activities, including start date and end date or conditions for termination

6. Obligations of the Data Processor: Core responsibilities of the processor including security measures, confidentiality, and compliance with instructions

7. Obligations of the Data Controller: Responsibilities of the controller including providing clear instructions and ensuring lawful basis for processing

8. Security Measures: Technical and organizational measures required to protect personal data

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

10. Data Subject Rights: Procedures for handling data subject requests and assistance to be provided to the controller

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

12. Audit Rights: Controller's rights to audit processor's compliance and processor's obligations to demonstrate compliance

13. Return or Deletion of Data: Obligations regarding personal data upon termination of services

14. Liability and Indemnities: Allocation of risk and responsibility between parties

15. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes