DATA PROCESSING AGREEMENT

This Data Processing Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE PROCESSOR], having registered office at [INSERT ADDRESS OF THE PROCESSOR] (hereinafter referred to as the “Processor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Processor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company possesses personal or confidential data and wishes to engage Processor to process such personal data on its behalf for the purpose of [INSERT THE PURPOSE OF DATA PROCESSING].
2. The Processor agrees to undertake such data processing subject to the terms of this agreement.
3. The Parties have a mutual interest and intends to enter into this agreement to govern the sharing, use, and protection of such Data.
4. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Data Sharing” refers to the Data that is being shared by the Company to the Processor as per the terms and conditions of this agreement.
   2. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party(Company)to the other party(Processor) in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. APPOINTMENT
   1. The Company hereby, appoints processor to process confidential or personal data on behalf of the Company.
   2. The Company retains ownership over the personal data processed by the processor under this agreement. Processor acts solely as a service provider, processing the personal data on behalf of and direction of and at the direction of the Company.
3. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and continue until the completion of the purpose stated herein or terminated earlier as per the provisions of this agreement.
   2. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within [INSERT NOTICE PERIOD FOR TERMIANTION OF THE AGREEMENT] days of notification of such a breach.
4. EFFECTS OF TERMINATION

Upon termination of this agreement, regardless of the reason:

• 1. The Processor shall stop using the shared personal data for any purpose.
  2. The Processor shall promptly return or securely delete all shared personal data associated with the Company, as directed by the Company.

1. DATA PROTECTION
   1. The Company agrees to comply with all applicable data protection and privacy laws and regulations, including but not limited to [INSERT RELEVANT LAWS, SUCH AS GDPR, CCPA, ETC.]. Processor reserves the right to refuse such instructions if not in compliance with the Applicable Data Protection Laws. The Company shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it acquires the Personal Data.
   2. Processor shall implement appropriate technical and organizational measures to protect the shared data from unauthorized access, disclosure, alteration, and destruction. These measures shall be in accordance with industry best practices and the requirements of applicable data protection laws.
   3. Processor agrees to use the shared personal data solely for the purpose stated in this Agreement. Any other use or processing of the personal data requires the written consent of the Company.
   4. In the event of a data breach that affects the personal data, and on discovering the breach, the processor shall promptly notify the Company, and both Parties shall cooperate to mitigate any potential harm and comply with the legal requirements for data breach notification.
2. OBLIGATIONS OF THE PROCESSOR
   1. The Processor shall ensure that all personal data processed under this Agreement is kept confidential and accessed only by authorized personnel.
   2. The Processor shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
   3. The Processor shall assist the Company in fulfilling data subject rights requests, including access, rectification, erasure, and data portability, as required by law.
   4. The Processor shall obtain prior written consent from the Company before engaging sub-processors and ensure that sub-processors meet the same data protection obligations as set forth in this Agreement.
   5. The Processor shall ensure that any cross-border transfer of personal data complies with relevant data protection laws and regulations, including implementing appropriate safeguards.
   6. Upon termination of this Agreement, the Processor shall delete or return all personal data processed on behalf of the company, unless retention is required by law.
   7. The Processor shall maintain records of processing activities carried out on behalf of the Company and make such records available to the Company and supervisory authorities upon request. The Processor acknowledges and agrees to abide by the obligations set forth herein and to ensure compliance with all applicable data protection laws and regulations.
3. OBLIGATIONS OF THE COMPANY
   1. The Company shall provide clear and documented instructions to the Processor regarding the processing of personal data, ensuring compliance with applicable data protection laws and regulations.
   2. The Company shall take reasonable steps to ensure the accuracy of the personal data processed and shall promptly rectify any inaccuracies upon becoming aware of them.
   3. The Company shall cooperate with the Data Processor and provide necessary assistance to fulfill its obligations under the data processing agreement and applicable data protection laws.
4. MONITORING RIGHTS OF THE COMPANY
   1. Upon reasonable prior written notice of no less than thirty (30) days, and no more than once during any consecutive twelve (12)-month period, Company shall have the right to conduct or monitor audits, either directly or through third- party auditors. Processor shall cooperate with the Company and provide necessary assistance to facilitate audits or inspections.
   2. In the event that an audit or inspection identifies any non-compliance with this agreement or applicable data protection laws, the processor shall promptly take corrective actions to remediate the identified issues, in consultation with the Company.
5. CONFIDENTIALITY
   1. During and after the term of this Agreement, Processor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of personal data, and processor will not (i) use the personal data for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the personal data to any third party without the prior written consent of an authorized representative of the Company.
   2. Processor agrees to protect the confidentiality of the personal data in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the processor exercise less than reasonable care in protecting such Data.
   3. Upon termination/ expiration whichever is earlier, the Processor shall promptly return or certify the destruction of personal data and all authorized copies thereof.
6. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Company and Processor.
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISIDCTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
7. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
      2. If to the Processor: [EMAIL ID OR/AND ADDRESS OF THE PROCESSOR]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
8. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
9. MISCELLANOUS
   1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
   2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATIONS].
   3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
   4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
   5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
   6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
   7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
10. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE COMPANY/SIGNING AUHTORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF THE COMPANY]

Signed, sealed and delivered on behalf of Processor

Name: [INSERT NAME OF THE PROCESSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF THE PROCESSOR]