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The Data Outsourcing Agreement serves as a critical legal framework for organizations operating in India that need to externalize their data processing operations while maintaining compliance with local regulations. This document becomes essential when companies wish to leverage external expertise for data handling while ensuring proper safeguards are in place. The agreement explicitly addresses requirements under Indian law, including the Information Technology Act, 2000, and associated data protection rules, while incorporating international best practices for data security and privacy. It is particularly relevant in today's digital economy where data processing and management are increasingly outsourced to specialized service providers. The document covers crucial aspects such as data handling procedures, security protocols, confidentiality obligations, compliance requirements, and risk allocation between parties.

1. Parties: Identification and details of the data controller (client) and data processor (service provider)

2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the outsourcing arrangement

3. Definitions: Detailed definitions of technical terms, key concepts, and specific terms used throughout the agreement

4. Scope of Services: Detailed description of outsourced data processing activities and services to be provided

5. Service Provider Obligations: Core responsibilities including data handling, security measures, confidentiality, and service delivery standards

6. Client Obligations: Responsibilities of the client including data provision, access, and cooperation requirements

7. Data Protection and Privacy: Compliance with Indian data protection laws, security measures, and handling of personal/sensitive data

8. Confidentiality: Obligations regarding confidential information, including data security and non-disclosure requirements

9. Intellectual Property Rights: Ownership and usage rights of data, software, and other IP created or used during service provision

10. Service Levels: Performance standards, metrics, and measurement methodology

11. Fees and Payment: Pricing structure, payment terms, and billing procedures

12. Term and Termination: Duration of agreement, renewal terms, and termination rights and procedures

13. Audit Rights: Client's rights to audit service provider's compliance and data handling practices

14. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations

15. Force Majeure: Events excusing performance and related procedures

16. Governing Law and Jurisdiction: Application of Indian law and jurisdiction for dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments