Subprocessors clause: Copy, customize, and use instantly
Introduction
A subprocessors clause outlines the conditions under which a party to an agreement can engage third-party subprocessors to assist with the processing of data or services. It ensures that the party using subprocessors remains responsible for their compliance with contractual obligations and regulatory requirements, while providing transparency and control to the other party.
Below are templates for subprocessors clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
General subprocessors clause
This variation applies when both parties agree on the use of subprocessors.
[Party Name] may engage subprocessors to assist in fulfilling its obligations under this agreement. [Party Name] will ensure that any subprocessors are bound by data protection or confidentiality obligations that are no less stringent than those outlined in this agreement. [Party Name] will remain responsible for the actions of its subprocessors.
Subprocessors approval clause
This variation applies when one party must approve the use of subprocessors.
[Party Name] shall not engage any subprocessors without the prior written consent of [Other Party Name]. [Party Name] will provide [Other Party Name] with a list of subprocessors it intends to engage, including information about their role, and will obtain approval before any new subprocessors are engaged.
Subprocessors notification clause
This variation applies when one party is required to notify the other about subprocessors being engaged.
[Party Name] agrees to notify [Other Party Name] in writing at least [X] days in advance before engaging any subprocessors to assist with the services under this agreement. The notification will include details of the subprocessors, the scope of their involvement, and any data processing activities they will perform.
Subprocessors liability clause
This variation applies when a party remains liable for its subprocessors.
[Party Name] acknowledges and agrees that it is fully responsible for the actions and performance of its subprocessors. [Party Name] will ensure that any subprocessors meet the same obligations under this agreement, and will indemnify [Other Party Name] for any loss or damage arising from a subprocessors' breach.
Subprocessors compliance clause
This variation applies when subprocessors are required to comply with specific regulations.
[Party Name] will ensure that any subprocessors it engages comply with all applicable laws, including data protection and privacy regulations. [Party Name] will take reasonable steps to ensure that subprocessors adhere to these requirements and will monitor their compliance.
Subprocessors audit clause
This variation applies when one party has the right to audit subprocessors' activities.
[Party Name] agrees to provide [Other Party Name] with the right to audit subprocessors' compliance with this agreement, including access to subprocessors' records and systems to assess their adherence to the terms of this agreement and applicable data protection laws.
Subprocessors data protection clause
This variation applies when subprocessors must comply with specific data protection measures.
[Party Name] agrees to ensure that subprocessors are subject to data protection obligations that are equivalent to those specified in this agreement. Subprocessors will be required to implement appropriate technical and organizational measures to safeguard the data processed under this agreement.
Subprocessors subcontracting clause
This variation applies when subprocessors may engage further subcontractors.
[Party Name] agrees that subprocessors may not subcontract any portion of the services provided under this agreement without the prior written consent of [Other Party Name]. If subprocessors engage subcontractors, they will ensure that the same obligations regarding confidentiality and data protection are imposed on the subcontractors.
Subprocessors termination clause
This variation applies when the use of subprocessors is terminated under specific conditions.
In the event that [Party Name] engages subprocessors that fail to comply with the terms of this agreement, [Party Name] will terminate the engagement of such subprocessors immediately upon receiving notice of non-compliance. [Party Name] will notify [Other Party Name] of the termination and take necessary steps to remediate the situation.
Subprocessors audit right clause
This variation applies when one party has the right to perform periodic audits of subprocessors.
[Other Party Name] has the right to audit the subprocessors engaged by [Party Name] periodically. Such audits will ensure that subprocessors comply with the terms of this agreement and applicable data protection laws. The audit process will be conducted at mutually agreed times and with prior notice to [Party Name].
Subprocessors rights to access clause
This variation applies when subprocessors must provide access to their systems for review.
[Party Name] agrees to grant [Other Party Name] the right to access subprocessors' systems, records, and data processing activities to verify compliance with the terms of this agreement. This access will be provided upon reasonable request and will be subject to confidentiality restrictions.
Subprocessors change notification clause
This variation applies when parties must be notified of changes to subprocessors.
[Party Name] will notify [Other Party Name] of any changes to the subprocessors engaged under this agreement, including any additions or removals. The notification will be provided at least [X] days in advance of the change and will include details of the new subprocessors and their role.
Subprocessors risk management clause
This variation applies when subprocessors are required to manage risks appropriately.
[Party Name] agrees to ensure that subprocessors implement adequate risk management measures to address the risks associated with the services provided under this agreement. These measures will include safeguards to protect data, manage operational risks, and prevent breaches or security incidents.
Subprocessors data breach response clause
This variation applies when subprocessors are required to report data breaches.
[Party Name] will ensure that subprocessors promptly notify [Party Name] of any data breaches or security incidents that impact the data processed under this agreement. [Party Name] will then take necessary steps to mitigate the breach and inform [Other Party Name] in accordance with the data protection obligations.
Subprocessors liability and indemnity clause
This variation applies when subprocessors must indemnify the parties.
[Party Name] agrees to indemnify and hold harmless [Other Party Name] for any claims, damages, or liabilities arising from the actions or omissions of subprocessors engaged under this agreement. This includes any failure of subprocessors to comply with the data protection or confidentiality obligations outlined in this agreement.
Subprocessors service levels clause
This variation applies when subprocessors must adhere to specified service levels.
[Party Name] agrees to ensure that any subprocessors engaged under this agreement comply with the service levels and performance standards set forth in this agreement. Any failure by subprocessors to meet these service levels will be deemed a breach of the agreement, and [Party Name] will take remedial action.
Subprocessors confidentiality obligations clause
This variation applies when subprocessors are bound by confidentiality obligations.
[Party Name] agrees to ensure that all subprocessors engaged under this agreement are subject to confidentiality obligations that are at least as stringent as those set forth in this agreement. Subprocessors will not disclose any confidential information related to the agreement to third parties without prior written consent.
Subprocessors replacement clause
This variation applies when a party may replace a subprocessor with another.
[Party Name] agrees that it may replace any subprocessors with alternative subprocessors, provided that the new subprocessor meets the same obligations outlined in this agreement. [Party Name] will notify [Other Party Name] of the replacement and provide details of the new subprocessor's role.
Subprocessors termination upon non-compliance clause
This variation applies when subprocessors' non-compliance results in termination.
[Party Name] agrees to terminate the engagement of any subprocessors who fail to comply with the terms of this agreement, including data protection and confidentiality requirements. If a subprocessor's non-compliance is detected, [Party Name] will take immediate action to terminate the relationship and prevent further violations.
Subprocessors jurisdiction clause
This variation applies when subprocessors are required to operate in specific jurisdictions.
[Party Name] agrees that any subprocessors engaged under this agreement will operate within jurisdictions that comply with the data protection laws and regulations applicable to this agreement. [Party Name] will ensure that subprocessors' activities are consistent with the terms and conditions set forth in this agreement.
Subprocessors data transfer clause
This variation applies when subprocessors are involved in cross-border data transfers.
[Party Name] agrees to ensure that any subprocessors involved in cross-border data transfers comply with the applicable data protection and privacy laws. [Party Name] will implement appropriate safeguards, such as standard contractual clauses, to ensure that data transfers are carried out lawfully.
Subprocessors access to sensitive data clause
This variation applies when subprocessors are required to access sensitive data.
[Party Name] agrees to ensure that any subprocessors with access to sensitive or confidential data will implement additional safeguards to protect such data. These safeguards will include encryption, secure storage, and restricted access protocols to prevent unauthorized use or disclosure of sensitive information.
Subprocessors disclosure to regulatory authorities clause
This variation applies when subprocessors must disclose information to regulatory authorities.
[Party Name] agrees that subprocessors will cooperate with regulatory authorities and disclose information to them as required by law. If a regulator requests information regarding the services provided under this agreement, [Party Name] will ensure that subprocessors comply with such requests in a timely manner.
Subprocessors backup and disaster recovery clause
This variation applies when subprocessors are required to implement backup and disaster recovery procedures.
[Party Name] agrees to ensure that subprocessors implement robust backup and disaster recovery procedures to safeguard the data and services provided under this agreement. These procedures will be designed to minimize disruption in the event of a disaster or system failure.
Subprocessors performance monitoring clause
This variation applies when the performance of subprocessors is regularly monitored.
[Party Name] agrees to regularly monitor the performance of subprocessors to ensure that they meet the service levels and obligations outlined in this agreement. This monitoring will include performance audits, reviews of operational efficiency, and assessment of compliance with contractual terms.
Subprocessors rights to subcontract clause
This variation applies when subprocessors have the right to subcontract work.
[Party Name] agrees that subprocessors may subcontract portions of their obligations under this agreement to other parties, provided that the subcontractors comply with the same obligations regarding data protection, confidentiality, and service delivery as set forth in this agreement.
Subprocessors reporting obligations clause
This variation applies when subprocessors must report their activities.
[Party Name] agrees to ensure that subprocessors are required to submit periodic reports to [Other Party Name] regarding their activities under this agreement. These reports will include information about performance, compliance, and any potential issues that may arise during the execution of the services.
Subprocessors audit and inspection clause
This variation applies when subprocessors are subject to audit and inspection.
[Party Name] agrees to ensure that subprocessors are subject to audits and inspections by [Other Party Name] or an authorized third-party auditor. These audits will review the subprocessors' adherence to the terms of this agreement and applicable data protection regulations.
Subprocessors data retention clause
This variation applies when subprocessors must retain data for a specified period.
[Party Name] agrees to ensure that any subprocessors engaged under this agreement retain all data processed during the term of the agreement for a period of [X] years after the termination of the agreement. The data will be stored in compliance with applicable laws and regulations.
Subprocessors access to data clause
This variation applies when subprocessors need to have access to data.
[Party Name] agrees to ensure that subprocessors involved in the performance of this agreement have limited access to data only as necessary for the performance of their duties. Access will be restricted based on role and responsibility, with safeguards to ensure compliance with privacy laws.
Subprocessors obligations upon termination clause
This variation applies when subprocessors have obligations that continue after the agreement is terminated.
[Party Name] agrees that upon the termination of this agreement, subprocessors will continue to fulfill any obligations related to the confidentiality, security, and data protection of any data processed during the term of the agreement. These obligations will remain in effect until all relevant data is securely destroyed or returned.
Subprocessors re-engagement clause
This variation applies when subprocessors can be re-engaged after termination.
[Party Name] agrees that subprocessors previously engaged under this agreement may be re-engaged for future services. However, [Party Name] will ensure that any re-engagement complies with the terms outlined in this agreement and that subprocessors continue to adhere to data protection obligations.
Subprocessors subcontracting notification clause
This variation applies when subprocessors must notify the other party before subcontracting their services.
[Party Name] agrees to notify [Other Party Name] in advance if any subprocessors intend to subcontract any portion of their responsibilities under this agreement. The notification will include details of the subcontractor and the scope of work to be performed.
Subprocessors performance standard clause
This variation applies when subprocessors must meet specific performance standards.
[Party Name] agrees to ensure that all subprocessors meet the performance standards outlined in this agreement. Failure to meet these standards will be deemed a breach of the agreement, and [Party Name] will take immediate action to remedy the situation.
Subprocessors compliance verification clause
This variation applies when subprocessors are subject to periodic compliance verification.
[Party Name] agrees to periodically verify subprocessors' compliance with the terms of this agreement, including data protection and confidentiality requirements. Verification will be conducted at regular intervals or whenever a change in regulations occurs.
Subprocessors reporting and audit clause
This variation applies when subprocessors must report on their activities and allow audits.
[Party Name] agrees to ensure that subprocessors provide regular reports on their activities under this agreement. These reports will be made available for audit by [Other Party Name] or an authorized third-party auditor to assess compliance with this agreement.
Subprocessors cross-border transfer clause
This variation applies when subprocessors engage in cross-border data transfers.
[Party Name] agrees that any subprocessors involved in cross-border data transfers will comply with applicable data protection laws, including the use of standard contractual clauses or other mechanisms to ensure the lawful transfer of data between jurisdictions.
Subprocessors data breach management clause
This variation applies when subprocessors are required to manage data breaches.
[Party Name] agrees to ensure that subprocessors implement procedures to detect, respond to, and manage data breaches. Subprocessors must notify [Party Name] immediately upon discovering a breach, and [Party Name] will notify [Other Party Name] as required by law.
Subprocessors confidentiality obligations clause
This variation applies when subprocessors must adhere to strict confidentiality obligations.
[Party Name] agrees to ensure that all subprocessors are bound by confidentiality obligations that are at least as strict as those outlined in this agreement. Subprocessors will not disclose any confidential information related to the agreement without prior written consent from [Other Party Name].
Subprocessors changes clause
This variation applies when changes in subprocessors must be communicated.
[Party Name] agrees to promptly inform [Other Party Name] of any changes in subprocessors, including any additions, removals, or modifications to the terms of engagement. Changes will only be made in compliance with this agreement and after prior approval from [Other Party Name].
Subprocessors liability limitation clause
This variation applies when subprocessors' liability is limited under the agreement.
[Party Name] agrees that the liability of subprocessors will be limited to the scope of their specific duties under this agreement. [Party Name] remains fully liable for the actions and performance of its subprocessors, including any damages resulting from their non-compliance.
Subprocessors subcontractor compliance clause
This variation applies when subcontractors of subprocessors must meet the same compliance requirements.
[Party Name] agrees that any subcontractors engaged by subprocessors will comply with the same data protection, confidentiality, and performance standards as the original subprocessors. [Party Name] will ensure that subcontractors are bound by similar terms.
Subprocessors service continuity clause
This variation applies when subprocessors must ensure service continuity.
[Party Name] agrees to ensure that subprocessors implement service continuity measures, including disaster recovery and business continuity plans. These plans will ensure that services provided under this agreement continue uninterrupted in the event of an emergency.
Subprocessors security measures clause
This variation applies when subprocessors are required to implement security measures.
[Party Name] agrees to ensure that subprocessors implement appropriate security measures to protect the data being processed under this agreement. These measures will include encryption, secure storage, and restricted access to prevent unauthorized data access.
Subprocessors insurance clause
This variation applies when subprocessors are required to have insurance coverage.
[Party Name] agrees to ensure that subprocessors maintain adequate insurance coverage to cover any risks associated with their services under this agreement. The insurance will cover data breaches, liability, and other potential risks related to the execution of the contract.
Subprocessors consent for access clause
This variation applies when subprocessors require consent to access certain data.
[Party Name] agrees that subprocessors will not access any sensitive data without the prior consent of [Other Party Name]. If any subprocessors require access to sensitive or restricted data, [Party Name] will obtain consent before granting access.
Subprocessors non-compete clause
This variation applies when subprocessors are restricted from competing with the contracting parties.
[Party Name] agrees to ensure that subprocessors do not engage in any activity that competes with the business interests of [Other Party Name] during the term of this agreement and for a period of [X] years after its termination.
Subprocessors record-keeping clause
This variation applies when subprocessors are required to maintain records related to the agreement.
[Party Name] agrees to ensure that subprocessors maintain detailed records of all activities performed under this agreement. These records will be available for review by [Other Party Name] upon request and will be kept for a minimum of [X] years after the agreement’s termination.
Subprocessors termination on breach clause
This variation applies when subprocessors are terminated for breaching the agreement.
[Party Name] agrees that if a subprocessor breaches any provision of this agreement, [Party Name] will take immediate action to terminate the subprocessor's engagement. [Party Name] will notify [Other Party Name] of the termination and will work to rectify any issues caused by the breach.
Subprocessors financial stability clause
This variation applies when subprocessors must maintain financial stability.
[Party Name] agrees to ensure that subprocessors maintain the financial stability necessary to perform the services under this agreement. [Party Name] will assess subprocessors’ financial status periodically to ensure they remain capable of fulfilling their contractual obligations.
Subprocessors service performance review clause
This variation applies when subprocessors' service performance is reviewed periodically.
[Party Name] agrees to conduct regular reviews of the performance of subprocessors to ensure they meet the service levels set forth in this agreement. Performance reviews will be conducted at least once a year or more frequently if required by the nature of the services.
Subprocessors obligations on subcontracting clause
This variation applies when subprocessors' obligations on subcontracting are defined.
[Party Name] agrees to ensure that subprocessors do not subcontract any part of their obligations under this agreement without the prior written approval of [Other Party Name]. Any subcontracted work must be in compliance with the same terms as those applicable to the original subprocessor.
Subprocessors independent audit clause
This variation applies when subprocessors must undergo independent audits.
[Party Name] agrees to ensure that subprocessors undergo independent audits to assess their compliance with the terms of this agreement, including data protection requirements. The results of these audits will be shared with [Other Party Name] upon request.
Subprocessors indemnity clause
This variation applies when subprocessors are required to indemnify the parties.
[Party Name] agrees to indemnify and hold harmless [Other Party Name] for any loss, damage, or liability arising from the actions or omissions of subprocessors engaged under this agreement, including any breaches of confidentiality or data protection obligations.
Subprocessors service level guarantees clause
This variation applies when subprocessors must meet specific service level guarantees.
[Party Name] agrees to ensure that subprocessors adhere to the service level guarantees set forth in this agreement. Failure to meet these service levels will result in [Party Name] taking corrective action, which may include engaging alternative subprocessors.
Subprocessors dispute resolution clause
This variation applies when disputes involving subprocessors are resolved.
[Party Name] agrees to ensure that any disputes between [Other Party Name] and subprocessors regarding the performance of this agreement will be resolved through the dispute resolution mechanisms set forth in this agreement. [Party Name] will take all necessary steps to facilitate the resolution process.
Subprocessors data security audit clause
This variation applies when subprocessors are subject to data security audits.
[Party Name] agrees to ensure that subprocessors are subject to regular data security audits to verify their adherence to security protocols. The audits will be performed by a third-party auditor and will be shared with [Other Party Name] upon completion.
Subprocessors liability insurance clause
This variation applies when subprocessors must maintain liability insurance.
[Party Name] agrees to ensure that subprocessors maintain adequate liability insurance to cover any risks arising from their performance under this agreement. The insurance will cover damages resulting from negligence, breaches of contract, or data breaches caused by the subprocessor’s actions.
Subprocessors personnel vetting clause
This variation applies when subprocessors are required to vet their personnel.
[Party Name] agrees to ensure that subprocessors perform thorough background checks and vetting on all personnel involved in the execution of this agreement. This includes checking for any criminal history or conflicts of interest that could pose a risk to the parties' interests.
Subprocessors data access restriction clause
This variation applies when subprocessors' access to data is restricted.
[Party Name] agrees to ensure that subprocessors limit their access to confidential or sensitive data to the minimum necessary for the performance of their obligations. Access to data will be restricted based on each subprocessor's role and responsibilities.
Subprocessors security breach notification clause
This variation applies when subprocessors must notify of a security breach.
[Party Name] agrees to ensure that subprocessors promptly notify [Other Party Name] in the event of a data security breach or any other incident that could compromise the security of data processed under this agreement. The notification must include the nature of the breach and any actions taken to mitigate the effects.
Subprocessors delegation of responsibilities clause
This variation applies when subprocessors are allowed to delegate responsibilities.
[Party Name] agrees that subprocessors may delegate certain responsibilities to third parties, provided that [Other Party Name] is notified in advance. The subprocessors will remain fully responsible for the actions of any third-party delegates.
Subprocessors audit access clause
This variation applies when [Other Party Name] has the right to access subprocessors' facilities for audits.
[Party Name] agrees to ensure that subprocessors allow [Other Party Name] or its authorized auditors access to their facilities, systems, and records related to this agreement to conduct audits ensuring compliance with data protection and security standards.
Subprocessors third-party data sharing clause
This variation applies when subprocessors share data with third parties.
[Party Name] agrees that subprocessors will not share any data with third parties without the express written consent of [Other Party Name]. Any data shared will be strictly controlled and used only for purposes directly related to the execution of the agreement.
Subprocessors compliance with subcontractors clause
This variation applies when subprocessors must ensure their subcontractors comply with the agreement.
[Party Name] agrees that subprocessors will ensure that any subcontractors they engage will comply with the same terms and conditions outlined in this agreement. The subprocessors will be responsible for any actions or omissions by their subcontractors.
Subprocessors responsibility for compliance clause
This variation applies when subprocessors are responsible for compliance.
[Party Name] agrees to ensure that subprocessors are solely responsible for ensuring their compliance with all applicable laws, including data protection regulations, and will indemnify [Other Party Name] for any losses arising from their failure to comply.
Subprocessors data encryption clause
This variation applies when subprocessors must implement encryption measures.
[Party Name] agrees to ensure that subprocessors implement robust data encryption measures for all sensitive data processed under this agreement. Encryption will be used during data transmission and while stored in any subprocessors' systems.
Subprocessors worker compensation clause
This variation applies when subprocessors are required to maintain worker compensation coverage.
[Party Name] agrees to ensure that subprocessors maintain adequate worker compensation insurance to cover any employees involved in the performance of services under this agreement. This insurance will cover injury or illness occurring in the course of their duties.
Subprocessors data access audit clause
This variation applies when subprocessors' access to data is audited.
[Party Name] agrees to audit subprocessors’ access to data on a periodic basis to ensure that access is appropriately limited and that no unauthorized data access has occurred. The audit results will be shared with [Other Party Name].
Subprocessors access logs clause
This variation applies when subprocessors must maintain logs of data access.
[Party Name] agrees to ensure that subprocessors maintain comprehensive logs of all data access under this agreement. These logs will record the date, time, user, and type of access and will be available for review upon request by [Other Party Name].
Subprocessors non-disclosure agreement clause
This variation applies when subprocessors must sign a non-disclosure agreement (NDA).
[Party Name] agrees that all subprocessors will be required to sign a non-disclosure agreement (NDA) ensuring that all confidential information obtained during the performance of this agreement is kept strictly confidential and is not disclosed to unauthorized third parties.
Subprocessors access for dispute resolution clause
This variation applies when subprocessors must provide access to records for dispute resolution.
[Party Name] agrees that subprocessors will provide full access to their records and systems in the event of a dispute or legal proceedings arising from this agreement. This access will be granted promptly to assist in resolving any such disputes.
Subprocessors monitoring compliance clause
This variation applies when subprocessors' compliance is regularly monitored.
[Party Name] agrees to implement a system to monitor subprocessors' compliance with the terms of this agreement. This monitoring will be conducted regularly, and any violations will be addressed promptly with corrective actions.
Subprocessors duty to notify clause
This variation applies when subprocessors must notify about any changes in their service structure.
[Party Name] agrees to ensure that subprocessors notify [Other Party Name] of any material changes to their services or processes that could affect the execution of this agreement. This notification will occur promptly to allow for timely adjustments or mitigation measures.
Subprocessors cost-sharing clause
This variation applies when the costs of subprocessors are shared between the parties.
[Party Name] agrees to share the costs associated with engaging subprocessors for services under this agreement. The cost-sharing will be done in accordance with the terms outlined in the agreement, and both parties will contribute equitably.
Subprocessors backup obligations clause
This variation applies when subprocessors must have backup systems in place.
[Party Name] agrees to ensure that subprocessors maintain regular backup systems for any data processed under this agreement. These backup systems will be regularly tested to ensure data is recoverable in the event of a failure.
Subprocessors access to third-party services clause
This variation applies when subprocessors require access to third-party services.
[Party Name] agrees to ensure that subprocessors do not access any third-party services without prior approval from [Other Party Name]. Any third-party services used by subprocessors must comply with the same security and compliance standards outlined in this agreement.
Subprocessors data deletion clause
This variation applies when subprocessors must delete data upon request.
[Party Name] agrees to ensure that subprocessors permanently delete all data processed under this agreement upon termination or upon the request of [Other Party Name], in accordance with data protection regulations.
Subprocessors failure to comply clause
This variation applies when subprocessors fail to comply with the terms of the agreement.
[Party Name] agrees that if a subprocessor fails to comply with any of the terms outlined in this agreement, [Party Name] will take immediate action to rectify the issue, which may include terminating the subprocessor’s involvement in the agreement.
Subprocessors termination for cause clause
This variation applies when subprocessors can be terminated for cause.
[Party Name] agrees to terminate the engagement of any subprocessor that violates the terms of this agreement, including data protection laws, confidentiality requirements, or service levels. Such termination will occur immediately upon discovery of the breach.
Subprocessors integration with third-party tools clause
This variation applies when subprocessors integrate third-party tools or software.
[Party Name] agrees to ensure that subprocessors integrating third-party tools or software comply with all relevant data protection and security measures. Any third-party tools used must meet the standards outlined in this agreement.
Subprocessors jurisdictional compliance clause
This variation applies when subprocessors must comply with specific jurisdictional laws.
[Party Name] agrees to ensure that subprocessors comply with the laws and regulations of the jurisdiction in which they operate. If subprocessors engage in cross-border data processing, they will comply with international data protection laws.
Subprocessors operational transparency clause
This variation applies when subprocessors are required to be transparent about their operations.
[Party Name] agrees to ensure that subprocessors maintain transparency regarding their operations under this agreement. This includes providing [Other Party Name] with clear documentation on how services are provided and data is processed.
Subprocessors data protection breach clause
This variation applies when subprocessors are held responsible for a data protection breach.
[Party Name] agrees to ensure that subprocessors are held responsible for any data protection breaches that occur under their control. If a breach occurs, [Party Name] will take swift action to mitigate the impact and notify [Other Party Name] in accordance with applicable laws.
Subprocessors financial stability clause
This variation applies when subprocessors must maintain financial stability.
[Party Name] agrees to ensure that subprocessors maintain financial stability throughout the term of this agreement. If a subprocessor's financial stability is in question, [Party Name] will take appropriate action, including finding an alternative subprocessor, if necessary.
Subprocessors continuous improvement clause
This variation applies when subprocessors are required to improve their processes continuously.
[Party Name] agrees to ensure that subprocessors are committed to continuous improvement of their services and operations, particularly in relation to data protection and security measures. Improvements will be made regularly to align with industry best practices.
Subprocessors supplier risk assessment clause
This variation applies when subprocessors undergo a risk assessment.
[Party Name] agrees to assess the risks associated with any subprocessors before engagement and on an ongoing basis. This includes evaluating financial, operational, and regulatory risks to ensure that subprocessors do not pose any significant risk to the performance of this agreement.
Subprocessors approval of subcontractors clause
This variation applies when subprocessors must get approval for subcontractors.
[Party Name] agrees that subprocessors must obtain prior approval from [Other Party Name] before engaging any subcontractors to fulfill their obligations under this agreement. Subcontractors must meet the same compliance and performance standards as subprocessors.
Subprocessors electronic communications clause
This variation applies when subprocessors are required to handle electronic communications securely.
[Party Name] agrees to ensure that subprocessors use secure channels for electronic communications, including email, messaging systems, and file transfers, to protect the confidentiality and integrity of the data processed under this agreement.
Subprocessors risk management plan clause
This variation applies when subprocessors must have a risk management plan.
[Party Name] agrees to ensure that subprocessors implement a comprehensive risk management plan that addresses potential risks associated with their services. This plan will be reviewed annually to ensure its effectiveness in mitigating operational, financial, and compliance risks.
Subprocessors access limitation clause
This variation applies when subprocessors' access is limited based on necessity.
[Party Name] agrees to ensure that subprocessors are granted access to data only as necessary for the performance of their specific duties. Access will be limited to the minimum required for service execution and will be revoked once their role is completed.
Subprocessors transparency of fees clause
This variation applies when subprocessors must disclose their fees.
[Party Name] agrees to ensure that subprocessors provide transparency regarding their fees for services provided under this agreement. [Party Name] will share detailed breakdowns of all subprocessors’ fees with [Other Party Name] to ensure clarity and accountability.
Subprocessors disclosure of conflict of interest clause
This variation applies when subprocessors must disclose conflicts of interest.
[Party Name] agrees to ensure that subprocessors disclose any potential conflicts of interest that may arise during the execution of this agreement. These disclosures will be made promptly to allow [Party Name] and [Other Party Name] to take necessary actions.
Subprocessors external audit clause
This variation applies when subprocessors undergo an external audit.
[Party Name] agrees to ensure that subprocessors submit to an independent external audit of their operations and compliance with this agreement. The audit results will be provided to [Other Party Name] upon request.
Subprocessors data access retention clause
This variation applies when subprocessors must retain access logs.
[Party Name] agrees to ensure that subprocessors retain logs of all data access for a period of [X] years. These logs will be available for review by [Other Party Name] or its appointed auditors.
Subprocessors non-compete agreement clause
This variation applies when subprocessors must sign a non-compete agreement.
[Party Name] agrees to ensure that subprocessors enter into a non-compete agreement that prevents them from engaging in any activities that would compete with [Other Party Name]’s interests during and after the term of this agreement.
Subprocessors compliance with local regulations clause
This variation applies when subprocessors must comply with local laws.
[Party Name] agrees to ensure that subprocessors comply with all applicable local laws and regulations in the jurisdictions where they operate. This includes, but is not limited to, compliance with data protection, labor, and tax laws.
Subprocessors client approval clause
This variation applies when subprocessors must obtain client approval.
[Party Name] agrees that any subprocessor engaged to perform services for [Other Party Name] will be subject to prior approval. [Other Party Name] may approve or reject subprocessors based on their reputation, qualifications, and compliance standards.
Subprocessors liability cap clause
This variation applies when subprocessors’ liability is capped.
[Party Name] agrees that the liability of subprocessors under this agreement will be capped at [X] amount. This cap will limit the financial exposure of subprocessors, excluding liability for gross negligence, fraud, or willful misconduct.
Subprocessors data access and security review clause
This variation applies when subprocessors' data access and security measures are reviewed.
[Party Name] agrees to ensure that subprocessors' data access and security measures are reviewed annually to verify compliance with the terms of this agreement. Any deficiencies found will be addressed immediately to prevent any data security risks.
Subprocessors minimum performance standards clause
This variation applies when subprocessors must meet minimum performance standards.
[Party Name] agrees to ensure that subprocessors meet the minimum performance standards specified in this agreement. If subprocessors fail to meet these standards, [Party Name] will take corrective actions to remedy any service deficiencies.
Subprocessors security breach indemnification clause
This variation applies when subprocessors indemnify for security breaches.
[Party Name] agrees to ensure that subprocessors indemnify [Other Party Name] for any damages, losses, or liabilities resulting from a security breach caused by the subprocessor’s negligence or failure to meet agreed-upon data protection standards.
Subprocessors electronic data management clause
This variation applies when subprocessors must manage electronic data securely.
[Party Name] agrees to ensure that subprocessors use secure methods for managing and storing electronic data, including the use of encryption, firewalls, and other cybersecurity measures to protect against unauthorized access or data breaches.
Subprocessors subprocessor change notification clause
This variation applies when subprocessors must notify of changes in their subprocessors.
[Party Name] agrees that subprocessors will notify [Other Party Name] in writing of any changes to their own subprocessors, including the addition of new subprocessors or the removal of existing ones. [Other Party Name] will have the right to approve these changes.
Subprocessors data access revocation clause
This variation applies when subprocessors must revoke access to data after completion.
[Party Name] agrees that subprocessors will revoke all access to data once their obligations under this agreement are completed. All access rights will be permanently disabled, and any data stored by the subprocessor will be securely deleted or returned as per the agreement terms.
Subprocessors breach remediation clause
This variation applies when subprocessors must remediate breaches.
[Party Name] agrees to ensure that subprocessors immediately remediate any breaches of the terms of this agreement, including those related to data protection, confidentiality, or service delivery. Corrective measures will be taken to prevent further violations, and [Other Party Name] will be notified of the actions taken.
Subprocessors risk allocation clause
This variation applies when subprocessors' risks are allocated.
[Party Name] agrees that the risks associated with subprocessors’ activities will be allocated as follows: [Party Name] will bear the risk of service failures, while subprocessors will bear the risk of non-compliance with data protection and security standards. Both parties will share responsibility for resolving disputes arising from subprocessor issues.
Subprocessors performance bond clause
This variation applies when subprocessors must provide a performance bond.
[Party Name] agrees to ensure that subprocessors provide a performance bond to secure their obligations under this agreement. This bond will cover potential losses or damages caused by the subprocessor’s failure to meet the terms of the agreement.
Subprocessors data access audit clause
This variation applies when subprocessors’ data access is audited.
[Party Name] agrees to ensure that subprocessors' access to data will be subject to audit at least once a year. The audit will assess the security, use, and handling of data and verify compliance with the terms outlined in this agreement.
Subprocessors data encryption key management clause
This variation applies when subprocessors must manage encryption keys securely.
[Party Name] agrees to ensure that subprocessors maintain secure management of encryption keys for any encrypted data processed under this agreement. Encryption keys will be stored and accessed according to strict security protocols to prevent unauthorized access.
Subprocessors compliance with GDPR clause
This variation applies when subprocessors must comply with GDPR.
[Party Name] agrees to ensure that subprocessors comply with all applicable provisions of the General Data Protection Regulation (GDPR) for any data processing conducted under this agreement. Subprocessors will implement necessary safeguards to protect the privacy and rights of data subjects.
Subprocessors restriction on data use clause
This variation applies when subprocessors are restricted on data use.
[Party Name] agrees to ensure that subprocessors only use data for the purpose of fulfilling their obligations under this agreement. Subprocessors will not use, sell, or otherwise exploit data outside of the scope of this agreement without prior written consent from [Other Party Name].
Subprocessors continuous monitoring clause
This variation applies when subprocessors are subject to continuous monitoring.
[Party Name] agrees to continuously monitor the activities of subprocessors to ensure ongoing compliance with the terms of this agreement. This monitoring will include regular assessments of security practices, data handling, and service performance.
Subprocessors intellectual property rights clause
This variation applies when subprocessors must protect intellectual property rights.
[Party Name] agrees to ensure that subprocessors respect the intellectual property rights of all parties involved in this agreement. Subprocessors will not use, disclose, or distribute any intellectual property without prior authorization from the rightful owner.
Subprocessors due diligence clause
This variation applies when subprocessors are subject to due diligence.
[Party Name] agrees to conduct thorough due diligence on all subprocessors before engagement. This due diligence will assess their financial stability, compliance with relevant regulations, and capacity to meet the obligations set forth in this agreement.
Subprocessors restricted country clause
This variation applies when subprocessors are prohibited from operating in restricted countries.
[Party Name] agrees to ensure that subprocessors do not operate in any countries or jurisdictions subject to trade restrictions or sanctions. Subprocessors must comply with all applicable laws, including international trade regulations and export control laws.
Subprocessors legal compliance review clause
This variation applies when subprocessors must undergo a legal compliance review.
[Party Name] agrees to ensure that subprocessors undergo a legal compliance review at least once a year. The review will assess subprocessors' adherence to legal obligations, including data protection, labor laws, and industry-specific regulations.
Subprocessors service suspension clause
This variation applies when subprocessors’ services can be suspended.
[Party Name] agrees to suspend the services of any subprocessor who is found to be in breach of the terms of this agreement. Suspension will occur immediately upon discovery of the breach, and [Party Name] will work with [Other Party Name] to rectify the issue.
Subprocessors backup and data restoration clause
This variation applies when subprocessors must maintain data backup and restoration procedures.
[Party Name] agrees to ensure that subprocessors implement robust backup and data restoration procedures to prevent data loss in the event of a system failure. These procedures will include regular backups and testing to ensure data can be restored without issue.
Subprocessors compliance with industry standards clause
This variation applies when subprocessors must comply with industry standards.
[Party Name] agrees to ensure that subprocessors comply with all relevant industry standards, including those related to security, data protection, and operational practices. Compliance will be verified through periodic audits and assessments.
Subprocessors non-solicitation clause
This variation applies when subprocessors are prohibited from soliciting employees.
[Party Name] agrees to ensure that subprocessors do not solicit, hire, or engage any employees or contractors of [Other Party Name] during the term of this agreement and for a period of [X] years following the agreement's termination.
Subprocessors fraud prevention clause
This variation applies when subprocessors are required to prevent fraud.
[Party Name] agrees to ensure that subprocessors implement measures to prevent fraudulent activities related to the performance of this agreement. These measures will include fraud detection systems, training for employees, and procedures for reporting suspicious activities.
Subprocessors governing law clause
This variation applies when subprocessors must comply with a governing law.
[Party Name] agrees to ensure that subprocessors comply with the governing law of the jurisdiction specified in this agreement. Subprocessors will follow the legal requirements and regulatory standards of the applicable jurisdiction where they operate.
Subprocessors operational monitoring clause
This variation applies when subprocessors' operations are actively monitored.
[Party Name] agrees to ensure that subprocessors’ operations are continuously monitored for compliance with this agreement. This includes monitoring their adherence to security protocols, data handling practices, and performance metrics.
Subprocessors contractual liability clause
This variation applies when subprocessors are held liable for breaches of contract.
[Party Name] agrees to ensure that subprocessors are held fully liable for any breach of the terms of this agreement. Any failure to meet the obligations will result in financial and operational consequences, including potential termination of the subprocessor’s engagement.
Subprocessors termination of engagement clause
This variation applies when subprocessors' engagement can be terminated for non-performance.
[Party Name] agrees to terminate the engagement of any subprocessor found to be non-compliant with the terms of this agreement. Termination will be immediate, and [Other Party Name] will be notified promptly.
Subprocessors data access logging clause
This variation applies when subprocessors are required to log data access.
[Party Name] agrees to ensure that subprocessors maintain detailed logs of all data access, including the time, date, and individual accessing the data. These logs will be retained for [X] years and made available for audit upon request.
Subprocessors sub-subprocessor oversight clause
This variation applies when subprocessors must oversee their sub-subprocessors.
[Party Name] agrees that subprocessors are responsible for overseeing their own subprocessors, ensuring that they comply with the terms of this agreement. [Party Name] will hold subprocessors accountable for the actions of any sub-subprocessors they engage.
Subprocessors retention of rights clause
This variation applies when subprocessors retain certain rights to data.
[Party Name] agrees to ensure that subprocessors retain only the rights necessary to perform their obligations under this agreement. Subprocessors will not use, copy, or disclose any data for purposes other than those explicitly outlined in this agreement.
Subprocessors no resale clause
This variation applies when subprocessors are prohibited from reselling services or data.
[Party Name] agrees to ensure that subprocessors do not resell or offer services or data processed under this agreement to third parties without prior written consent from [Other Party Name].
Subprocessors third-party compliance clause
This variation applies when subprocessors must ensure compliance with third-party regulations.
[Party Name] agrees to ensure that subprocessors comply with any third-party regulations or contractual obligations related to the services they provide under this agreement. Subprocessors will take all necessary steps to ensure compliance with such third-party requirements.
Subprocessors data sharing restrictions clause
This variation applies when subprocessors are restricted in sharing data with third parties.
[Party Name] agrees to ensure that subprocessors do not share data with any third parties without the prior written consent of [Other Party Name]. This includes prohibiting the use of data for marketing or non-agreed-upon purposes.
Subprocessors confidentiality agreement clause
This variation applies when subprocessors are required to sign a confidentiality agreement.
[Party Name] agrees to ensure that subprocessors sign a confidentiality agreement that binds them to the same level of confidentiality obligations set forth in this agreement. The confidentiality terms will remain in effect for [X] years after the termination of the agreement.
Subprocessors compliance with privacy laws clause
This variation applies when subprocessors must comply with specific privacy laws.
[Party Name] agrees to ensure that subprocessors comply with all applicable privacy laws, including data protection regulations such as GDPR, HIPAA, or other relevant legislation based on the jurisdiction in which they operate.
Subprocessors access to client data clause
This variation applies when subprocessors must have controlled access to client data.
[Party Name] agrees to ensure that subprocessors' access to client data is limited to the minimum necessary to perform their services under this agreement. Any access to sensitive data will be restricted to authorized personnel only.
Subprocessors indemnification for third-party claims clause
This variation applies when subprocessors must indemnify for third-party claims.
[Party Name] agrees that subprocessors will indemnify [Other Party Name] for any third-party claims, damages, or liabilities arising from the subprocessor’s actions or omissions in the performance of services under this agreement.
Subprocessors performance guarantees clause
This variation applies when subprocessors must guarantee their performance.
[Party Name] agrees to ensure that subprocessors provide performance guarantees that meet or exceed the service levels outlined in this agreement. Failure to meet these guarantees will result in penalties, including the potential for immediate termination of the subprocessor’s engagement.
Subprocessors service level review clause
This variation applies when subprocessors' service levels are reviewed periodically.
[Party Name] agrees to regularly review the service levels provided by subprocessors to ensure compliance with the terms of this agreement. Any failure to meet agreed-upon service levels will trigger corrective action, which may include a performance review or termination of the subprocessor’s services.
Subprocessors data encryption compliance clause
This variation applies when subprocessors must comply with encryption standards.
[Party Name] agrees to ensure that subprocessors implement encryption standards for any data processed under this agreement, both in transit and at rest. Subprocessors must meet or exceed industry best practices for encryption to ensure the security of data.
Subprocessors subcontracting oversight clause
This variation applies when subprocessors' subcontracting must be closely monitored.
[Party Name] agrees to monitor subprocessors' use of subcontractors to ensure compliance with this agreement. Subprocessors must provide details of any subcontractors they engage and demonstrate how these subcontractors meet the same requirements as the primary subprocessor.
Subprocessors breach notification timeline clause
This variation applies when subprocessors must notify breaches within a specified timeline.
[Party Name] agrees to ensure that subprocessors notify [Other Party Name] of any breach of this agreement or data security breach within [X] hours of discovering the issue. Notification will include details of the breach and any corrective measures taken.
Subprocessors failure to comply penalty clause
This variation applies when subprocessors fail to comply with the terms of the agreement.
[Party Name] agrees that any failure by subprocessors to comply with the terms of this agreement will result in a penalty. These penalties may include financial damages, suspension of services, or termination of the subprocessor’s contract, depending on the severity of the non-compliance.
Subprocessors conflict resolution clause
This variation applies when subprocessors and the other party must resolve conflicts.
[Party Name] agrees to ensure that any disputes or conflicts arising between subprocessors and [Other Party Name] related to the performance of services under this agreement will be resolved through mediation or arbitration, as outlined in the dispute resolution section of this agreement.
Subprocessors exit strategy clause
This variation applies when subprocessors must have an exit strategy in place.
[Party Name] agrees to ensure that subprocessors develop an exit strategy that includes the secure return or deletion of all data processed under this agreement. The exit strategy will be implemented promptly upon the termination or expiration of this agreement.
Subprocessors right to audit clause
This variation applies when subprocessors are subject to audit.
[Party Name] agrees to ensure that subprocessors are subject to periodic audits conducted by [Other Party Name] or a third-party auditor. These audits will assess compliance with the terms of this agreement, including data protection and security measures.
Subprocessors responsible for damages clause
This variation applies when subprocessors are responsible for damages arising from their actions.
[Party Name] agrees that subprocessors are responsible for any damages or liabilities that arise from their failure to perform services according to the terms of this agreement. Subprocessors will be required to compensate [Other Party Name] for any financial or operational damages caused by their actions.
Subprocessors regulatory compliance clause
This variation applies when subprocessors must comply with specific regulations.
[Party Name] agrees to ensure that subprocessors comply with all applicable regulatory requirements, including data protection regulations, financial services regulations, and other relevant laws. Compliance with these regulations will be audited regularly to ensure ongoing adherence.
Subprocessors security review clause
This variation applies when subprocessors' security measures are reviewed.
[Party Name] agrees to regularly review subprocessors’ security practices to ensure they meet the agreed-upon security standards. Any deficiencies found in the security measures will be addressed promptly, and corrective actions will be taken to prevent further vulnerabilities.
Subprocessors third-party service provider clause
This variation applies when subprocessors engage third-party service providers.
[Party Name] agrees to ensure that any third-party service providers engaged by subprocessors comply with the same obligations as the primary subprocessor. [Party Name] will hold subprocessors accountable for the actions of any third-party providers they engage.
Subprocessors data protection impact assessment clause
This variation applies when subprocessors must conduct a data protection impact assessment.
[Party Name] agrees to ensure that subprocessors conduct a data protection impact assessment (DPIA) prior to engaging in any processing activities that may involve high-risk data. The DPIA will assess the risks to data subjects and outline measures to mitigate those risks.
Subprocessors data sharing policies clause
This variation applies when subprocessors must have data sharing policies.
[Party Name] agrees to ensure that subprocessors have clear data sharing policies in place that comply with applicable data protection laws. These policies will govern the sharing of data between subprocessors and third parties, ensuring that data is only shared for legitimate purposes.
Subprocessors non-solicitation clause
This variation applies when subprocessors are prohibited from soliciting employees or contractors.
[Party Name] agrees to ensure that subprocessors do not solicit or hire employees or contractors from [Other Party Name] during the term of this agreement and for a period of [X] years after its termination, without prior consent.
Subprocessors termination for non-payment clause
This variation applies when subprocessors can be terminated for non-payment.
[Party Name] agrees that if subprocessors fail to receive payment as specified under this agreement, they have the right to suspend or terminate their services. [Party Name] will be responsible for promptly addressing any payment issues to prevent termination.
Subprocessors employee training clause
This variation applies when subprocessors must provide employee training on data protection.
[Party Name] agrees to ensure that subprocessors provide regular training to their employees regarding data protection, security protocols, and compliance with the terms of this agreement. This training will be updated regularly to reflect changes in data protection laws or security standards.
Subprocessors service credits clause
This variation applies when subprocessors offer service credits for non-performance.
[Party Name] agrees that subprocessors will offer service credits for failure to meet the service levels specified in this agreement. These credits will be applied toward future services or refunded to [Other Party Name] based on the terms outlined in this agreement.
Subprocessors breach resolution clause
This variation applies when subprocessors must resolve breaches.
[Party Name] agrees to ensure that subprocessors resolve any breaches of this agreement promptly. The resolution will include taking corrective actions, notifying [Other Party Name] of the breach, and implementing measures to prevent recurrence.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.