Sub Processing Agreement for Hong Kong

Sub Processing Agreement Template for Hong Kong

A Sub Processing Agreement governed by Hong Kong law is a legally binding document that establishes the terms and conditions under which a data processor may delegate certain data processing activities to a sub-processor. The agreement ensures compliance with the Personal Data (Privacy) Ordinance (PDPO) and establishes clear responsibilities, security requirements, and data protection obligations. It includes specific provisions for data handling, confidentiality, security measures, breach notification procedures, and audit rights, while addressing the unique requirements of Hong Kong's data protection regime.

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What is a Sub Processing Agreement?

The Sub Processing Agreement is essential when a data processor needs to engage another entity (sub-processor) to perform specific data processing activities on its behalf. This document is particularly crucial in Hong Kong's regulatory environment, where the Personal Data (Privacy) Ordinance (PDPO) sets strict requirements for data protection and privacy. The agreement should be used whenever a processor wants to outsource or delegate any part of its data processing obligations, ensuring that the same data protection standards flow down the processing chain. It typically includes detailed technical and organizational measures, data breach procedures, audit rights, and specific Hong Kong law compliance requirements. This document is fundamental to maintaining compliant data processing operations and establishing clear accountability in complex data processing arrangements.

What sections should be included in a Sub Processing Agreement?

1. Parties: Identification of the main processor and sub-processor, including registered addresses and company details

2. Background: Context of the agreement, reference to the main processing agreement, and purpose of sub-processing arrangement

3. Definitions: Key terms used throughout the agreement, including technical terms and those aligned with PDPO

4. Scope of Sub-Processing: Detailed description of authorized processing activities, types of data, and processing purposes

5. Duration and Termination: Term of the agreement, termination rights, and consequences of termination

6. Sub-Processor Obligations: Core obligations including compliance with instructions, confidentiality, security measures, and data protection

7. Technical and Organizational Measures: Required security measures, access controls, and data protection procedures

8. Audit Rights: Processor's rights to audit sub-processor's compliance and documentation requirements

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

10. Confidentiality: Confidentiality obligations and permitted disclosures

11. Liability and Indemnification: Allocation of risk and responsibility for breaches

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Sub Processing Agreement?

1. Cross-Border Transfers: Required when sub-processing involves transfer of data outside Hong Kong, including specific safeguards

2. Staff Transfer Provisions: Needed when staff or contractors are being transferred as part of the arrangement

3. Business Continuity: Optional section for critical processing activities requiring specific disaster recovery measures

4. Insurance Requirements: Detailed insurance obligations when processing high-risk or sensitive data

5. Intellectual Property Rights: Required when sub-processing involves creation or use of intellectual property

6. Change Control: Formal procedures for changing processing activities or terms, recommended for complex arrangements

What schedules should be included in a Sub Processing Agreement?

1. Schedule 1 - Processing Activities: Detailed description of authorized processing activities, including data types, purposes, and duration

2. Schedule 2 - Technical and Security Measures: Specific security requirements and controls to be implemented

3. Schedule 3 - Fee Schedule: Pricing and payment terms for sub-processing services

4. Schedule 4 - Service Levels: Performance metrics and service level requirements

5. Appendix A - Data Transfer Mechanisms: Details of cross-border transfer mechanisms and safeguards if applicable

6. Appendix B - Contact Details: Key contacts for operational, technical and emergency communications

7. Appendix C - Approved Sub-Sub-Processors: List of any approved further sub-processors and their processing activities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Cloud Services

Business Process Outsourcing

Telecommunications

Professional Services

Banking

Insurance

Digital Marketing

Data Analytics

Relevant Teams

Legal

Compliance

Information Technology

Information Security

Risk Management

Procurement

Vendor Management

Data Protection

Operations

Privacy

Contract Management

Relevant Roles

Data Protection Officer

Privacy Officer

Compliance Manager

Legal Counsel

IT Director

Chief Information Security Officer

Procurement Manager

Vendor Management Director

Operations Manager

Risk Manager

Chief Technology Officer

Information Security Manager

Data Processing Manager

Privacy Compliance Specialist

Contract Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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