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The Supplier Data Processing Agreement is essential for organizations operating in India that engage external vendors or suppliers to process personal data on their behalf. This document has become increasingly critical with the implementation of the Digital Personal Data Protection Act 2023, which introduces strict requirements for data processing activities. The agreement serves as a legally binding framework that ensures suppliers handle personal data in compliance with Indian data protection laws, establishing clear accountability, security measures, and operational procedures. It is particularly important for organizations that outsource data processing activities, use cloud services, or engage third-party vendors who have access to personal data. The document addresses key compliance requirements, risk management, and operational controls while providing mechanisms for monitoring and enforcing data protection obligations.

1. Parties: Identification of the data controller (client) and data processor (supplier), including 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, aligned with DPDP Act 2023 terminology

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

5. Obligations of the Supplier: Core responsibilities of the supplier as data processor, including security measures, confidentiality, and compliance requirements

6. Instructions and Authority: Framework for how the client will provide instructions and supplier's obligation to follow them

7. Security Measures: Mandatory security controls and measures to protect personal data

8. Sub-processing: Rules and restrictions regarding the appointment of sub-processors

9. Data Subject Rights: Procedures for handling data subject requests and supporting the client in fulfilling these obligations

10. Data Breach Notification: Procedures and timeframes for reporting and handling data breaches

11. Audit Rights: Client's rights to audit supplier's compliance and data processing activities

12. Term and Termination: Duration of the agreement and termination provisions

13. Return or Deletion of Data: Obligations regarding data handling upon agreement termination

14. Liability and Indemnities: Allocation of risks and responsibilities between parties

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