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Data Management Agreement
"I need a Data Management Agreement for my Toronto-based healthcare software company that will be outsourcing patient data processing to a third-party service provider, with specific provisions for PHIPA compliance and data storage within Canada only."
1. Parties: Identification of all contracting parties, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the data management services
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms and data categories
4. Scope of Services: Detailed description of data management services to be provided
5. Data Protection and Privacy Compliance: Obligations regarding compliance with PIPEDA and applicable privacy laws
6. Data Processing Requirements: Specific requirements for data collection, processing, storage, and deletion
7. Security Requirements: Mandatory security measures, protocols, and standards for data protection
8. Confidentiality Obligations: Requirements for maintaining confidentiality of data and business information
9. Breach Notification and Response: Procedures for handling and reporting data breaches
10. Audit Rights: Rights and procedures for conducting audits of data management practices
11. Term and Termination: Duration of agreement and conditions for termination
12. Return or Destruction of Data: Procedures for handling data upon contract termination
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. General Provisions: Standard contractual clauses including governing law, notices, and amendments
1. Cross-Border Data Transfers: Required when data will be transferred outside of Canada, addressing compliance with international data transfer requirements
2. Subcontractor Requirements: Include when the data processor may engage subcontractors for data processing activities
3. Industry-Specific Compliance: Required for specialized sectors like healthcare (PHIPA compliance) or financial services
4. Disaster Recovery: Detailed disaster recovery procedures when handling critical or sensitive data
5. Data Sovereignty Requirements: Include when specific data must be kept within Canadian borders
6. Insurance Requirements: Specific insurance obligations for data protection and cyber liability
7. Service Level Agreement: Include when specific performance metrics and standards need to be maintained
1. Schedule A - Data Categories and Processing Activities: Detailed list of data types and specific processing activities covered
2. Schedule B - Security Standards and Protocols: Technical and organizational security measures to be implemented
3. Schedule C - Service Level Metrics: Specific performance metrics and measurement criteria
4. Schedule D - Fee Schedule: Pricing and payment terms for data management services
5. Schedule E - Authorized Subcontractors: List of approved subcontractors and their roles
6. Appendix 1 - Data Breach Response Plan: Detailed procedures for responding to data breaches
7. Appendix 2 - Technical Requirements: Specific technical requirements and specifications for data management
8. Appendix 3 - Compliance Checklist: Checklist of compliance requirements and regular assessments
Authors
Technology
Healthcare
Financial Services
Education
Retail
Professional Services
Manufacturing
Telecommunications
Government and Public Sector
Research and Development
Insurance
Energy and Utilities
Legal
Information Technology
Information Security
Data Governance
Compliance
Risk Management
Operations
Privacy
Procurement
Information Management
Chief Information Officer
Data Protection Officer
Privacy Officer
Compliance Manager
Information Security Manager
Legal Counsel
IT Director
Risk Manager
Data Governance Manager
Operations Manager
Technology Officer
Privacy Analyst
Information Management Director
Procurement Manager
Contract Manager
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