-
Disclosing Party:
[Company/Individual Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Address]. -
Receiving Party:
[Company/Individual Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Address].
Both parties, having the legal capacity to enter into this Agreement, agree as follows:
1. Purpose
1.1. The Disclosing Party possesses confidential and sensitive data that must be protected against unauthorized access, use, or disclosure.
1.2. The purpose of this Agreement is to ensure that the Receiving Party implements appropriate data security measures to protect this information.
2. Definition of Protected Data
2.1. Protected Data includes, but is not limited to:
- Personal Identifiable Information (PII), including names, addresses, social security numbers, and financial data.
- Customer and employee records, including medical, financial, or personal information.
- Intellectual property, trade secrets, source codes, and proprietary software.
- Business strategies, financial reports, and marketing plans.
- Any other sensitive information identified by the Disclosing Party in writing.
2.2. Exclusions: This Agreement does not cover information that:
- Is publicly available at the time of disclosure.
- Becomes public through no fault of the Receiving Party.
- Is lawfully obtained from a third party without an obligation of confidentiality.
3. Data Security Obligations
3.1. The Receiving Party shall implement and maintain industry-standard security measures, including but not limited to:
- Encryption of data at rest and in transit.
- Secure access controls, including multi-factor authentication.
- Firewalls, intrusion detection systems, and anti-malware software.
- Regular security audits and vulnerability assessments.
- Secure backup and disaster recovery procedures.
3.2. The Receiving Party shall restrict access to Protected Data to authorized personnel only and ensure that employees handling such data are trained in security best practices.
3.3. The Receiving Party agrees not to store, process, or transmit Protected Data outside of [Jurisdiction] without prior written consent.
4. Data Breach Notification
4.1. In the event of a security breach, the Receiving Party shall:
- Notify the Disclosing Party within [X] hours of discovering the breach.
- Provide a detailed report on the nature and scope of the breach.
- Take immediate action to mitigate the impact and prevent future breaches.
- Cooperate with the Disclosing Party in any regulatory reporting or remedial actions required by law.
5. Compliance with Laws and Regulations
5.1. The Receiving Party agrees to comply with all applicable data protection and cybersecurity laws, including but not limited to:
- General Data Protection Regulation (GDPR) (if applicable).
- California Consumer Privacy Act (CCPA) (if applicable).
- Health Insurance Portability and Accountability Act (HIPAA) (if applicable).
- Federal Trade Commission (FTC) data security regulations.
5.2. The Receiving Party shall assist the Disclosing Party in responding to data subject access requests and regulatory inquiries as required by law.
6. Data Retention and Disposal
6.1. The Receiving Party shall retain Protected Data only for the duration necessary to fulfill its obligations under this Agreement.
6.2. Upon termination of this Agreement, or at the request of the Disclosing Party, the Receiving Party shall:
- Securely delete, erase, or destroy all copies of Protected Data.
- Certify in writing that all Protected Data has been disposed of in accordance with industry best practices.
7. Indemnification and Liability
7.1. The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from any claims, damages, or penalties resulting from:
- The Receiving Party’s failure to comply with data security obligations.
- Unauthorized disclosure, misuse, or breach of Protected Data.
7.2. The Receiving Party’s liability for data breaches shall be limited to $[Amount], except in cases of gross negligence or willful misconduct.
8. Governing Law and Dispute Resolution
8.1. This Agreement shall be governed by and construed under the laws of the state of [State].
8.2. Any disputes arising from this Agreement shall be resolved through binding arbitration in [City, State], under the rules of the American Arbitration Association (AAA).
9. Miscellaneous Provisions
9.1. No License or Ownership Rights – This Agreement does not transfer ownership of any Protected Data to the Receiving Party.
9.2. Amendments – Any modifications to this Agreement must be in writing and signed by both parties.
9.3. Severability – If any provision of this Agreement is deemed invalid, the remaining provisions shall continue in full force and effect.
9.4. Entire Agreement – This Agreement constitutes the complete understanding between the parties regarding data security and supersedes all prior agreements.
10. Notices
All notices required under this Agreement shall be in writing and sent via certified mail, email, or in person to the following addresses:
-
Disclosing Party:
[Company/Individual Name]
[Address]
[Email Address] -
Receiving Party:
[Company/Individual Name]
[Address]
[Email Address]
11. Signatures
IN WITNESS WHEREOF, the parties have executed this Data Security Agreement as of the date first written above.
Disclosing Party:
By: ___________________________
Title: __________________________
Date: __________________________
Receiving Party:
By: ___________________________
Title: __________________________
Date: __________________________