Certainly. Below is a **Data Protection Clause** tailored to a contract involving personal data for a service agreement. This clause ensures compliance with data protection laws, such as the General Data Protection Regulation (GDPR) for entities operating in the European Union, or similar data protection laws for other jurisdictions.

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### **Data Protection Clause**

**1. Definitions**
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
– **“Personal Data”** refers to any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including but not limited to names, contact details, identification numbers, and other personal identifiers.
– **“Processing”** means any operation or set of operations performed on Personal Data, whether automated or manual, including collection, recording, organization, structuring, storage, alteration, retrieval, consultation, use, disclosure, dissemination, or destruction.
– **“Data Controller”** refers to the entity that determines the purposes and means of processing Personal Data.
– **“Data Processor”** refers to the entity that processes Personal Data on behalf of the Data Controller.

**2. Data Protection Obligations**
The parties agree to comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable national or international laws governing the processing of Personal Data.

**3. Purpose and Scope of Processing**
The Data Processor shall process Personal Data solely for the purposes described in this Agreement, specifically for [describe the purpose of processing, e.g., providing services related to customer management, marketing, etc.]. The Data Processor shall not process the Personal Data for any other purposes without the prior written consent of the Data Controller.

**4. Data Controller’s Responsibilities**
The Data Controller warrants that it has obtained all necessary consents from individuals whose Personal Data is being processed and that the processing of such Personal Data is lawful under applicable data protection laws. The Data Controller shall provide the Data Processor with clear and complete instructions regarding the processing of Personal Data and shall cooperate in good faith to ensure the data is processed in compliance with this Agreement and applicable laws.

**5. Data Processor’s Responsibilities**
The Data Processor agrees to:
a) Process the Personal Data only in accordance with the documented instructions of the Data Controller.
b) Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protection against unauthorized or unlawful processing, accidental loss, destruction, or damage of Personal Data.
c) Ensure that individuals processing the Personal Data are subject to confidentiality obligations and have received appropriate training in data protection matters.
d) Assist the Data Controller in responding to data subject requests for access, rectification, deletion, or objection to the processing of their Personal Data.
e) Promptly notify the Data Controller of any data breach affecting Personal Data processed under this Agreement, providing details of the breach and any corrective actions taken.

**6. Sub-processing**
The Data Processor shall not engage any third-party sub-processors to process Personal Data without the prior written consent of the Data Controller. In the event that the Data Processor engages a sub-processor, it shall ensure that the sub-processor is bound by the same data protection obligations set forth in this Agreement and shall remain fully liable to the Data Controller for the sub-processor’s actions or omissions.

**7. International Data Transfers**
The Data Processor shall not transfer Personal Data to any country or jurisdiction outside of the [European Economic Area (EEA)/United States] unless it complies with applicable data protection laws regarding international data transfers. In the case of transfers outside the EEA, the Data Processor shall ensure that such transfers are made in compliance with the provisions of the GDPR, including the use of Standard Contractual Clauses or other mechanisms recognized by applicable laws.

**8. Data Retention and Deletion**
The Data Processor shall retain Personal Data only for as long as necessary to fulfill the purposes of processing as outlined in this Agreement, unless a longer retention period is required by applicable law. Upon termination of this Agreement, or at the Data Controller’s request, the Data Processor shall promptly return or securely delete all Personal Data in its possession, except where retention is required by law.

**9. Data Subject Rights**
The Data Processor shall assist the Data Controller, to the extent possible, in complying with its obligations regarding data subject rights under applicable data protection laws, including requests for access, correction, deletion, or restriction of processing. The Data Processor shall not respond to any such requests without the prior written consent of the Data Controller, except as required by law.

**10. Audit and Inspection**
The Data Controller or its designated representative shall have the right to audit and inspect the Data Processor’s operations related to the processing of Personal Data to ensure compliance with the terms of this Agreement. The Data Processor shall cooperate fully with such audits and provide all necessary information and access to relevant records and systems.

**11. Indemnification**
The Data Processor shall indemnify and hold the Data Controller harmless from any claims, damages, losses, or expenses arising out of the Data Processor’s failure to comply with the terms of this Data Protection Clause or applicable data protection laws.

**12. Termination**
This Data Protection Clause shall remain in effect throughout the term of this Agreement. Upon termination, the Data Processor shall cease all processing of Personal Data and, at the Data Controller’s request, either return or securely delete all Personal Data in accordance with this clause.

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### Explanation of Key Elements:

1. **Definitions**: This section clearly defines key terms such as “Personal Data,” “Processing,” “Data Controller,” and “Data Processor,” which are crucial for the clarity of the clause.

2. **Obligations of Both Parties**: The clause clearly outlines the responsibilities of the Data Controller and the Data Processor. The Data Controller is responsible for ensuring the lawfulness of the data processing and providing clear instructions, while the Data Processor is responsible for processing the data according to those instructions and ensuring its security.

3. **Security Measures**: This includes technical and organizational measures to protect the data, such as encryption and secure storage, in line with best practices and legal requirements.

4. **Sub-processing**: The clause addresses the use of sub-processors and ensures that they are bound by the same obligations as the Data Processor, maintaining control over who handles the Personal Data.

5. **Data Retention and Deletion**: The clause ensures that Personal Data is retained only for as long as necessary and outlines the procedures for data deletion at the end of the contractual relationship.

6. **International Data Transfers**: This section is essential for compliance with international data transfer laws, ensuring that Personal Data is not transferred to jurisdictions that do not meet the necessary data protection standards.

7. **Audit and Inspection**: The provision allows the Data Controller to conduct audits to verify compliance, which is a key aspect of enforcing data protection requirements.

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This clause is designed to ensure compliance with data protection laws and safeguard Personal Data throughout the contractual relationship. If you have a specific type of data or different contractual needs, the clause can be further tailored to meet those requirements.