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Confidentiality Agreement Data Protection
1. Parties: Identification of the parties entering into the agreement, including their full legal names, company registration numbers, and registered addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and/or personal data
3. Definitions: Definitions of key terms including 'Confidential Information', 'Personal Data', 'Processing', 'Data Controller', 'Data Processor', etc.
4. Scope and Purpose: Detailed description of the scope of confidential information and personal data covered, and permitted purposes for use
5. Confidentiality Obligations: Core confidentiality provisions, including handling, protection, and non-disclosure obligations
6. Data Protection Obligations: GDPR compliance requirements, including legal basis for processing, data subject rights, and security measures
7. Security Measures: Technical and organizational measures required to protect confidential information and personal data
8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information and personal data upon termination
10. Breach Notification: Procedures for reporting and handling data breaches and confidentiality breaches
11. Liability and Indemnification: Consequences of breach and allocation of liability between parties
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Third Party Disclosure: Include when confidential information may need to be shared with third parties such as subcontractors or professional advisors
2. International Data Transfers: Include when personal data may be transferred outside the EEA
3. Employee and Contractor Obligations: Include when the receiving party needs to ensure compliance by its employees and contractors
4. Audit Rights: Include when regular audits of security measures or compliance may be required
5. Insurance Requirements: Include when specific insurance coverage for data protection liability is required
6. Non-Solicitation: Include when there's a risk of employee poaching between parties
7. Specific Industry Requirements: Include when the agreement relates to regulated industries with additional confidentiality requirements
1. Schedule 1 - Categories of Personal Data: Detailed list of personal data categories to be processed under the agreement
2. Schedule 2 - Technical and Organizational Measures: Detailed description of security measures implemented to protect confidential information and personal data
3. Schedule 3 - Approved Subprocessors: List of pre-approved subprocessors if relevant to the processing activities
4. Schedule 4 - Data Processing Details: Detailed information about processing activities, including purpose, duration, and type of processing
5. Appendix A - Contact Points: List of key contacts for operational matters, breach notification, and data subject requests
6. Appendix B - Standard Contractual Clauses: If international transfers are involved, inclusion of relevant EU Standard Contractual Clauses
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