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The Standard Data Processing Agreement serves as a crucial legal framework for organizations operating in India that engage in the processing of personal data on behalf of others. This document becomes necessary when one organization (the data controller) engages another (the data processor) to process personal data on its behalf, ensuring compliance with Indian data protection laws, particularly the IT Act, 2000 and the Digital Personal Data Protection Act, 2023. The agreement covers essential aspects such as data security measures, breach notification procedures, cross-border transfer requirements, and sub-processor engagement rules. It's specifically tailored to meet Indian legal requirements while incorporating international best practices in data protection. The Standard Data Processing Agreement is particularly relevant for businesses engaging with third-party service providers, cloud services, or any scenario where personal data processing is outsourced.

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

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

3. Definitions: Definitions of key terms used in the agreement, including terms specific to Indian legislation

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

5. Obligations of the Data Processor: Core responsibilities of the processor including processing limitations, confidentiality, and security measures

6. Obligations of the Data Controller: Responsibilities of the controller including lawful basis for processing and providing documented instructions

7. Security Measures: Technical and organizational security measures required under Indian law, including reasonable security practices

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

9. Data Subject Rights: Procedures for handling data subject requests and ensuring compliance with rights under Indian law

10. Data Breach Notification: Procedures and timelines for reporting data breaches as per Indian requirements

11. Audit Rights: Controller's rights to audit the processor's compliance and documentation requirements

12. Cross-border Data Transfers: Rules and requirements for international data transfers under Indian law

13. Term and Termination: Duration of the agreement and termination conditions

14. Return or Deletion of Data: 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