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The Third Party Data Processing Agreement is a mandatory legal document required under Article 28 of the GDPR when a company (controller) engages another party (processor) to process personal data on its behalf. This document is essential for businesses operating under Dutch jurisdiction that outsource any form of personal data processing, from cloud services to payroll management. It must comply with both the GDPR and specific Dutch data protection requirements, including the UAVG. The agreement details the processor's obligations, security measures, confidentiality requirements, and procedures for handling data breaches, while ensuring appropriate safeguards for data transfers and sub-processing activities. It serves as a critical compliance tool that helps organizations demonstrate their commitment to data protection principles and their fulfillment of legal obligations under Dutch and EU law.

1. Parties: Identification of the data controller and data processor, including full legal names and registered addresses

2. Background: Context of the processing relationship and reference to the main service agreement

3. Definitions: Definitions of key terms used in the agreement, including GDPR-specific terminology

4. Scope and Purpose of Processing: Detailed description of what personal data will be processed and for what specific purposes

5. Duration: Term of the agreement and provisions for termination

6. Nature and Purpose of Processing: Specific details about how the data will be processed and the legitimate basis for processing

7. Processor Obligations: Core obligations of the processor including security measures, confidentiality, and processing only on documented instructions

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

9. Data Subject Rights: Processor's obligations to assist controller in responding to data subject requests

10. Security Measures: Technical and organizational measures required to ensure appropriate security

11. Data Breach Notification: Procedures and timeframes for notifying the controller of any personal data breaches

12. Audit Rights: Controller's rights to audit and processor's obligations to demonstrate compliance

13. Data Return and Deletion: Obligations regarding data handling upon termination of services

14. Liability and Indemnification: Allocation of responsibility and liability between parties

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes