Controller Processor Agreement Template for Netherlands

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Key Requirements PROMPT example:

Controller Processor Agreement

"I need a Controller Processor Agreement under Dutch law for our cloud software company that will be processing customer data in both the Netherlands and Singapore, with implementation planned for March 2025; must include international transfer clauses and sub-processor provisions."

Document background
This Controller Processor Agreement is essential for organizations engaged in the processing of personal data under Dutch jurisdiction. It is required whenever an organization (the controller) engages another organization (the processor) to process personal data on its behalf. The agreement ensures compliance with Article 28 of the GDPR and the Dutch GDPR Implementation Act (UAVG), establishing clear responsibilities, security requirements, and accountability measures. It should be implemented before any data processing activities commence and must be maintained throughout the processing relationship. The document includes detailed specifications for data handling, security measures, breach notifications, and audit rights, while addressing specific Dutch legal requirements and regulatory guidelines from the Autoriteit Persoonsgegevens (Dutch Data Protection Authority).
Suggested Sections

1. Parties: Identification of the Controller and Processor, including full legal names, registration details, and authorized representatives

2. Background: Context of the relationship between parties and purpose of the agreement

3. Definitions: Key terms used in the agreement, including GDPR-specific terminology

4. Scope and Purpose of Processing: Detailed description of the data processing activities, categories of data subjects, and types of personal data

5. Duration and Termination: Term of the agreement, termination conditions, and data handling upon termination

6. Obligations of the Processor: Core processor obligations under GDPR Article 28, including processing only on documented instructions

7. Security Measures: Technical and organizational measures implemented to ensure appropriate security of processing

8. Confidentiality: Confidentiality obligations regarding personal data and processing activities

9. Data Subject Rights: Processor's assistance in responding to data subject requests

10. Personal Data Breaches: Notification requirements and cooperation in case of data breaches

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

12. Liability and Indemnification: Allocation of liability and indemnification obligations

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. International Data Transfers: Required when personal data will be transferred outside the EEA, including appropriate transfer mechanisms

2. Sub-processor Provisions: Required when the processor intends to engage sub-processors, including authorization process

3. Insurance Requirements: Optional section specifying required insurance coverage for data processing activities

4. Business Continuity: Optional section detailing business continuity and disaster recovery requirements

5. Data Protection Impact Assessments: Required when processing is likely to result in high risk to individuals

6. Specific Industry Requirements: Optional section for industry-specific data protection requirements (e.g., healthcare, financial services)

Suggested Schedules

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

2. Schedule 2 - Technical and Organizational Measures: Detailed description of security measures implemented by the processor

3. Schedule 3 - Approved Sub-processors: List of approved sub-processors and their processing activities

4. Schedule 4 - Transfer Mechanisms: Details of transfer mechanisms for international data transfers, including SCCs if applicable

5. Schedule 5 - Security Breach Response Plan: Detailed procedures for handling and reporting personal data breaches

6. Appendix A - Contact Details: Contact information for key personnel and data protection officers

7. Appendix B - Audit Procedures: Detailed procedures for conducting compliance audits

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

Relevant legal definitions
Relevant Industries

Technology and Software

Healthcare

Financial Services

E-commerce

Professional Services

Education

Manufacturing

Telecommunications

Retail

Insurance

Human Resources

Marketing and Advertising

Cloud Services

Research and Development

Public Sector

Relevant Teams

Legal

Privacy

Compliance

Information Security

IT

Risk Management

Operations

Procurement

Data Protection

Information Governance

Vendor Management

Contract Management

Relevant Roles

Data Protection Officer

Privacy Officer

Legal Counsel

Compliance Manager

Information Security Manager

Privacy Manager

Contract Manager

Risk Manager

IT Director

Chief Information Security Officer

Chief Privacy Officer

General Counsel

Operations Manager

Project Manager

Procurement 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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