Free Data Processing Agreement Creator - Create Online

Data Processing Agreement

This Data Processing Agreement ("Agreement") is entered into as of [Effective Date], by and between Elite Analytics Inc ("Data Controller") and Secure Data Services LLC ("Data Processor") (collectively, the "Parties") and sets out the obligations and requirements of the Parties relating to the processing of Personal Data (as defined below) in accordance with the applicable United States data protection laws and regulations.

1. Definitions and Interpretation

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Data Subject" means an identified or identifiable natural person whose Personal Data is processed under this Agreement;

"Personal Data" means any information relating to a Data Subject that is processed under this Agreement;

"Processing" means any operation or set of operations performed upon Personal Data, whether or not by automatic means, such as collecting, recording, organizing, storing, adapting, altering, retrieving, consulting, disclosing, disseminating, erasing, or destroying;

"Services" means the data processing services to be provided by Data Processor to Data Controller as specified in the Services Agreement;

"Services Agreement" means the agreement between the Parties setting out the scope, purpose, and duration of the data processing services to be provided by Data Processor to Data Controller under this Agreement;

"Applicable Law" means all applicable United States federal, state, and local laws, regulations, and rules relating to data protection and privacy, including, without limitation, the California Consumer Privacy Act of 2018, as amended from time to time.

2. Data Processing

2.1. Purpose of Processing

Data Processor shall process Personal Data on behalf of Data Controller only for the purpose of providing the Services, in accordance with the terms of the Services Agreement, and only in accordance with the instructions of Data Controller, unless otherwise required by Applicable Law.

2.2. Confidentiality

Data Processor shall ensure that its personnel engaged in the Processing of Personal Data under this Agreement are subject to appropriate obligations of confidentiality.

2.3. Security Measures

Data Processor shall implement appropriate technical and organizational security measures designed to protect Personal Data against unauthorized or unlawful Processing, accidental loss, destruction, or damage.

2.4. Subprocessing

Data Processor shall not engage any subprocessor for the Processing of Personal Data under this Agreement without the prior written consent of Data Controller. Any approved subprocessor shall be bound by written agreement imposing data protection obligations no less stringent than those set out in this Agreement.

3. Data Subjects' Rights

Data Processor shall, to the extent legally permissible, promptly notify Data Controller if it receives a request from a Data Subject to exercise any rights under Applicable Law and shall cooperate with Data Controller in fulfilling such request as required by Applicable Law.

4. Security Breaches

Data Processor shall notify Data Controller without undue delay upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to Personal Data. Data Processor shall cooperate with Data Controller in addressing and remedying such breach in accordance with Applicable Law.

5. Data Transfers

Data Processor shall not transfer Personal Data outside of the United States without the prior written consent of Data Controller, unless such transfer is required or authorized by Applicable Law.

6. Data Retention

Data Processor shall retain Personal Data only for as long as is necessary to fulfill the purposes for which it was collected, as set out in the Services Agreement, or as required by Applicable Law. Upon termination or expiration of the Services Agreement, Data Processor shall, at the option of Data Controller, return or securely delete all Personal Data in its possession.

7. Audits

Data Processor shall, upon the reasonable request of Data Controller, make available all relevant information and records necessary for Data Controller to verify Data Processor's compliance with its obligations under this Agreement. Data Processor shall cooperate with Data Controller and any independent auditor appointed by Data Controller in connection with any audit conducted pursuant to this clause.

8. Liability

Each Party shall be liable for its own acts and omissions under this Agreement, and nothing in this Agreement relieves either Party from liability for its violation of any Applicable Law.

9. Termination

This Agreement shall terminate automatically upon the termination of the Services Agreement, unless otherwise agreed by the Parties in writing.

10. Governing Law

This Agreement and any disputes or claims arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United States, without reference to its conflicts of law principles.

11. Miscellaneous

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

In the event of any inconsistency between this Agreement and the Services Agreement, the terms of this Agreement shall prevail to the extent necessary to resolve such inconsistency.

Nothing in this Agreement is intended, nor shall be interpreted or construed, to create or confer any rights or remedies, by implication or otherwise, on any person or entity other than the Parties to this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Data Processing Agreement as of the Effective Date.

Elite Analytics Inc

__________________________

[Authorized Signature]

[Name and Title]

Secure Data Services LLC

__________________________

[Authorized Signature]

[Name and Title]