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Commissioned Data Processing Agreement Template for United States

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Key Requirements PROMPT example:

Commissioned Data Processing Agreement

"I need a Commissioned Data Processing Agreement for my healthcare tech startup based in California, which will be processing patient data on behalf of three medical clinics starting March 2025, with specific provisions for HIPAA compliance and data breach notification procedures."

Document background
The Commissioned Data Processing Agreement is essential when an organization (controller) engages another party (processor) to process personal data on its behalf. This agreement has become increasingly critical with the evolution of U.S. privacy laws and regulations at both federal and state levels. It addresses key requirements for data protection, defines responsibilities and liabilities, and ensures compliance with applicable privacy regulations. The agreement is particularly important in light of stringent state laws like CCPA and industry-specific regulations such as HIPAA and GLBA.
Suggested Sections

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

2. Background: Context of the agreement and the relationship between the parties

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

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

5. Obligations of the Processor: Core responsibilities and commitments of the data processor

6. Security Measures: Technical and organizational measures for data protection

7. Data Breach Notifications: Procedures and timelines for reporting data breaches

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

Optional Sections

1. Cross-Border Transfers: Requirements and safeguards for international data transfers outside the US

2. Industry-Specific Compliance: Additional requirements for specific regulated industries (HIPAA, FERPA, or GLBA-regulated data)

3. Subprocessing: Rules and conditions for engaging subprocessors in data processing activities

Suggested Schedules

1. Schedule A - Details of Processing: Detailed information about categories of data, subjects, and processing activities

2. Schedule B - Technical and Organizational Measures: Detailed security measures and controls implemented for data protection

3. Schedule C - Approved Subprocessors: List of pre-approved subprocessors and their roles

4. Schedule D - Standard Contractual Clauses: Standard contractual clauses for international data transfers

5. Schedule E - Security Breach Response Plan: Detailed procedures and protocols for handling data breaches

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

CCPA: California Consumer Privacy Act - Sets a de facto national standard for data privacy protection in the United States, even for businesses operating outside California

CPRA: California Privacy Rights Act - The successor to CCPA, introducing additional privacy protections and creating a dedicated privacy protection agency

VCDPA: Virginia Consumer Data Protection Act - Virginia's comprehensive data privacy law establishing consumer rights and business obligations

CPA: Colorado Privacy Act - Colorado's privacy legislation establishing requirements for data protection and consumer privacy rights

UCPA: Utah Consumer Privacy Act - Utah's privacy law framework for protecting consumer data and establishing business compliance requirements

CTDPA: Connecticut Data Privacy Act - Connecticut's comprehensive privacy legislation protecting consumer data rights

HIPAA: Health Insurance Portability and Accountability Act - Federal law governing the protection of sensitive healthcare data and medical information

GLBA: Gramm-Leach-Bliley Act - Federal law requiring financial institutions to explain their data-sharing practices and protect sensitive financial data

FERPA: Family Educational Rights and Privacy Act - Federal law protecting the privacy of student education records

COPPA: Children's Online Privacy Protection Act - Federal law imposing requirements on operators of websites or online services directed to children under 13

GDPR Compliance: General Data Protection Regulation considerations for US companies processing EU residents' data, including cross-border transfer mechanisms

Data Security Requirements: Specific technical and organizational measures required to ensure appropriate security of personal data processing

Breach Notification: Legal obligations for notifying authorities and affected individuals in case of data breaches

Subprocessor Management: Requirements for managing and overseeing third-party data processors, including approval processes and contractual obligations

Data Subject Rights: Framework for handling individual rights such as access, deletion, correction, and portability of personal data

Data Retention: Requirements for data retention periods and secure deletion procedures

Audit Rights: Provisions for conducting audits and assessments of data processing activities and compliance

Liability Framework: Structure for determining liability and indemnification obligations between parties in case of data protection violations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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