data processing agreement indemnification

Mutual Protection and Liability Allocation Addendum

Instructions for Use

• Review the scope of services defined in your primary service agreement to ensure the definitions below align with your operational reality.
• Fill in all bracketed fields with the formal legal entity names and contact information as they appear in your corporate registry.
• Ensure that the individual signing this document has the express authority to bind their respective organization to financial and legal obligations.

Parties and Definitions

This Addendum is entered into by and between [Controller/Client Name], a [State/Country] [Entity Type] with its principal place of business at [Full Address] ("Controller"), and [Processor/Vendor Name], a [State/Country] [Entity Type] with its principal place of business at [Full Address] ("Processor").

1. Definitions:
   • "Applicable Data Laws" means all statutes and regulations, including but not limited to [Applicable Privacy Law, e.g., GDPR, CCPA, VCDPA], governing the processing of personal information.
   • "Losses" means all liabilities, costs, expenses, damages, and losses (including reasonable legal fees) arising out of any third-party claim, action, or proceeding.
   • "Security Incident" means any unauthorized access, acquisition, or disclosure of personal information processed under this agreement.

Operative Terms

1. Processor Indemnification: Processor shall defend, indemnify, and hold harmless Controller from and against any and all Losses arising out of or related to: (a) any breach of this Addendum by Processor, its employees, or subcontractors; or (b) any gross negligence or willful misconduct by Processor in the handling of personal information that results in a Security Incident.

2. Controller Indemnification: Controller shall defend, indemnify, and hold harmless Processor from and against any and all Losses arising out of or related to: (a) Controller’s failure to provide necessary notices or obtain required consents from data subjects; or (b) Controller’s instructions to Processor that violate Applicable Data Laws.

3. Conditions of Indemnity: The party seeking indemnification must: (i) provide prompt written notice of the claim; (ii) grant the indemnifying party sole control over the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying party’s expense.

4. Limitation of Liability: [ ] The indemnification obligations set forth herein are subject to the liability caps defined in the primary service agreement. [ ] The indemnification obligations set forth herein are excluded from any limitation of liability or aggregate liability cap contained in the primary service agreement.

5. Term and Termination: This Addendum shall remain in effect as long as Processor processes personal information on behalf of Controller and shall survive the termination of the primary service agreement until such time as all personal information is deleted or returned in accordance with the primary agreement.

Signature and Acknowledgment

Controller Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [__________]

Processor Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [__________]

Legal Disclaimer: This document is a general framework intended for informational purposes only. It does not constitute legal advice. You must consult with qualified legal counsel to ensure this document complies with the specific jurisdictional requirements and regulatory obligations applicable to your business operations.