Third Party Processor Agreement

Third Party Processor Agreement Template for Canada

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Key Requirements PROMPT example:

"I need a Third Party Processor Agreement for a Canadian healthcare software company that will be processing patient data on our behalf starting March 2025, with specific provisions for PHIPA compliance and cross-border data transfers to US-based cloud servers."

Document background

The Third Party Processor Agreement is essential for organizations in Canada that engage external service providers to process personal information on their behalf. This document is required to comply with Canadian privacy laws, including PIPEDA and provincial privacy legislation, which mandate specific obligations for organizations that handle personal information. The agreement becomes necessary when an organization (the data controller) needs to outsource data processing activities such as cloud storage, payment processing, analytics, or customer service to a third party (the processor). It outlines detailed requirements for data security, confidentiality, breach notification, and compliance measures, while also addressing sub-processing arrangements and cross-border data transfers. The agreement should be customized based on the nature of processing activities, types of personal information involved, and specific provincial requirements that may apply.

Suggested Sections

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

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

3. Definitions: Definitions of key terms used throughout the agreement, including 'Personal Information', 'Processing', 'Data Subject', etc.

4. Scope and Purpose of Processing: Detailed description of the processing activities to be carried out and their specific purposes

5. Obligations of the Processor: Core responsibilities of the processor including processing only on documented instructions, confidentiality, security measures, and breach notification

6. Technical and Organizational Measures: Security requirements and specific measures to be implemented to protect personal information

7. Sub-processing: Conditions and requirements for engaging sub-processors, including notification and approval processes

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

9. Personal Information Breach: Procedures for detecting, reporting, and responding to data breaches

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

11. Term and Termination: Duration of the agreement and conditions for termination

12. Return or Deletion of Data: Obligations regarding personal information upon termination of services

13. Liability and Indemnification: Allocation of liability and indemnification obligations between parties

14. General Provisions: Standard contractual terms including governing law, dispute resolution, and amendments

Optional Sections

1. Cross-border Data Transfers: Requirements and safeguards for transferring data outside of Canada, include when international data transfers are contemplated

2. Specialized Processing Activities: Additional requirements for specific types of processing (e.g., automated decision-making, profiling), include when relevant to the services

3. Industry-Specific Compliance: Additional requirements for specific regulated industries (e.g., healthcare, financial services), include when processing regulated data

4. Business Continuity and Disaster Recovery: Detailed procedures for ensuring service continuity, include for critical processing services

5. Insurance Requirements: Specific insurance coverage requirements for the processor, include for high-risk processing activities

6. Performance Metrics and Service Levels: Specific service levels and performance requirements, include when service levels are critical

Suggested Schedules

1. Schedule A - Processing Activities: Detailed description of processing activities, categories of data subjects, and types of personal information

2. Schedule B - Technical and Organizational Measures: Detailed security measures, including physical, technical, and organizational controls

3. Schedule C - Approved Sub-processors: List of approved sub-processors and their processing activities

4. Schedule D - Service Levels: Detailed service level agreements and performance metrics

5. Schedule E - Data Breach Response Plan: Detailed procedures for responding to and reporting data breaches

6. Schedule F - Fees and Payment Terms: Detailed fee structure and payment terms for processing services

7. Appendix 1 - Data Transfer Impact Assessment: Assessment of risks and safeguards for cross-border data transfers

8. Appendix 2 - Compliance Questionnaire: Processor's responses to security and privacy compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology and Software

Healthcare and Medical Services

Financial Services

Professional Services

E-commerce and Retail

Education

Telecommunications

Insurance

Government and Public Sector

Manufacturing

Marketing and Advertising

Cloud Services

Consulting Services

Relevant Teams

Legal

Privacy

Information Security

Compliance

Information Technology

Procurement

Vendor Management

Risk Management

Operations

Information Governance

Data Protection

Relevant Roles

Chief Privacy Officer

Data Protection Officer

Chief Information Security Officer

Privacy Counsel

Legal Counsel

Compliance Manager

Information Security Manager

Risk Manager

Procurement Manager

Vendor Management Officer

IT Director

Chief Technology Officer

Privacy Analyst

Information Governance Manager

Operations Manager

Contract Manager

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