Sub Processing Agreement Template for Philippines

The Sub Processing Agreement is essential when a data processor needs to engage another entity (sub-processor) to perform specific data processing activities on their behalf. This document is particularly crucial in the Philippine context, where the Data Privacy Act of 2012 requires formal documentation of such arrangements. The agreement should be used whenever a processor delegates any part of their data processing obligations to another entity, ensuring compliance with Philippine privacy laws and regulations. It typically includes detailed provisions on data security, confidentiality, breach notification procedures, audit rights, and data subject rights protection. The document becomes especially important in industries with significant data processing activities, such as IT services, business process outsourcing, and financial services, where chain processing of personal data is common.

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

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

3. Definitions: Definitions of key terms used in the agreement, including technical terms and references to applicable laws

4. Scope of Sub-Processing: Detailed description of the processing activities to be carried out by the sub-processor

5. Duration: Term of the agreement, including commencement date and conditions for renewal

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

7. Technical and Organizational Measures: Required security measures and standards for data protection

8. Confidentiality: Confidentiality obligations and handling of sensitive information

9. Data Subject Rights: Procedures for handling data subject requests and ensuring their rights

10. Personal Data Breach: Procedures for breach notification and incident response

11. Audit Rights: Rights of the processor to audit the sub-processor's compliance

12. Return or Destruction of Data: Requirements for data handling upon termination

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

14. Termination: Conditions and procedures for termination of the agreement

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