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This Controller Processor Contract is essential for organizations operating under Indian jurisdiction where one entity (the controller) engages another (the processor) to process personal data on its behalf. The document becomes necessary when outsourcing any data processing activities, from cloud storage to customer service operations, and must comply with the Digital Personal Data Protection Act 2023 and related Indian regulations. It contains detailed provisions on data handling, security measures, breach notifications, and compliance requirements specific to Indian law. The agreement is particularly important given India's strict data protection regime and the significant penalties for non-compliance. It should be used whenever a business relationship involves the processing of personal data by a third party, ensuring both parties understand their respective obligations and responsibilities under Indian data protection law.

1. Parties: Identification of the Data Controller and Data Processor, including registered addresses and company details

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

3. Definitions: Key terms used in the agreement, aligned with DPDP Act 2023 terminology

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

5. Duration of Processing: Term of the agreement and processing period

6. Obligations of the Data Controller: Controller's responsibilities including providing instructions, ensuring legal basis for processing

7. Obligations of the Data Processor: Processor's duties including processing only on documented instructions, ensuring security measures

8. Data Security Measures: Technical and organizational security measures required under Indian law

9. Confidentiality: Confidentiality obligations regarding processed data and business information

10. Sub-processing: Conditions and requirements for engaging sub-processors

11. Data Subject Rights: Procedures for handling data subject requests and processor's assistance obligations

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

13. Audit Rights: Controller's right to audit and processor's obligation to demonstrate compliance

14. Data Return and Deletion: Obligations regarding data handling upon contract termination

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

16. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes