The subprocessing clause in a contract outlines the conditions under which a primary contractor may engage third parties to handle or process certain aspects of the contracted work. It typically includes obligations for obtaining consent from the primary client, ensuring subcontractor compliance with original contract terms, and maintaining data protection standards.
Subprocessing 1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses3. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement. 2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely 4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Subcontracting/Subprocessing. a) AbbVie grants general authorization to the subprocessing of AbbVie Data if Service Provider provides AbbVie with a list of subprocessors. Otherwise, Service Provider shall not subcontract/subprocess (including to an Affiliate) the Processing of AbbVie Data to any party other than Service Provider without AbbVie’s prior written consent (which shall not be unreasonably withheld). AbbVie shall have the right to review any contract (redacted to remove any confidential or proprietary information) between Service Provider and the proposed subcontractor/subprocessor relating to the Services. Services Provider represents and warrants that any contract with a subcontractor/subprocessor contains the same or similar obligations regarding data privacy and security, confidential information, Intellectual Property, and auditing to those to which Service Provider is bound hereunder. Service Provider shall maintain a copy of such executed subcontract for the purpose of AbbVie’s review for no less than the duration of the Services. For the avoidance of doubt, AbbVie’s general authorization to a subcontracting/subprocessing arrangement in no way limits Service Provider’s obligations hereunder to (A) cause Services Personnel to comply with the provisions herein and (B) be liable for all acts and omissions of its subcontractors/subprocessors to the same extent as if they were the acts and/or omissions of Service Provider. b) If the use of such subcontractor/subprocessor in the reasonable determination of AbbVie results in unreasonable delay, continuing inadequacy of Services or Deliverables, actual damages, opportunity costs, or significant financial/legal risks to AbbVie, AbbVie shall have the right in its sole discretion to require the prompt removal and/or replacement of such subcontractor/subprocessor by Service Provider and payment of actual damages incurred by AbbVie. Such remedies shall be implemented only following a meeting and review of any such alleged non-performance by the appropriate managers from each Party responsible for the performance or acceptance of the relevant Services or Deliverables. Nothing in the foregoing shall limit or impair any rights or remedies that either Party may have under law, equity, or otherwise. c) Service Provider shall (A) cause all Services Personnel to comply with Service Provider’s obligations hereunder or under an applicable SOW or PO, applicable to the portion of the Services or Deliverables being performed by such Services Personnel (which, for the avoidance of doubt, shall always include all of Service Provider’s obligations with respect to data privacy and security, confidential information, Intellectual Property and compliance with laws) and (B) be liable hereunder for the acts and omissions of Services Personnel to the same extent as if they were the acts or omissions of Service Provider. d) Service Provider shall conduct appropriate due diligence on all Services Personnel to ensure they have capabilities to comply with the obligations in this Agreement.
Subprocessing. Vendor must obtain Blockstack’s specific prior written authorization to engage Subprocessors. Blockstack hereby authorizes Vendor to engage the Subprocessors listed in Appendix 0. Vendor must inform Blockstack at least thirty (30) days prior to any intended change of Subprocessor. Vendor must obtain sufficient guarantees from all Subprocessors that they will implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of European Data Protection Law and this DPA. Vendor must enter into a written agreement with all Subprocessors which imposes the same obligations on the Subprocessors as this DPA imposes on Vendor. Vendor must provide a copy of Vendor’s agreements with Subprocessors to Blockstack upon request. Vendor may redact commercially sensitive information before providing such agreements to Blockstack. If any Subprocessor fails to fulfil its obligations under European Data Protection Law, this DPA, or the agreements between Vendor and Subprocessor, Vendor will be fully liable to Blockstack for the performance of such obligations.
Subprocessing refers to the delegation of specific processing activities to a third-party service provider, commonly known as a subprocessor. In the context of data protection and privacy, subprocessors are engaged by a primary data processor to carry out specific tasks. The concept is particularly relevant in industries involving complex data operations, cloud services, and IT outsourcing where tasks are distributed among multiple entities.
Subprocessing is an integral part of the service delivery model in many businesses, allowing organizations to leverage expertise, resources, or technology that they may not have in-house.
Subprocessing should be considered in the following scenarios:
Writing a subprocess agreement involves ensuring compliance with applicable data protection regulations and clearly defining the roles and responsibilities of all parties. Key elements include:
Example: “The subprocessor shall implement and maintain appropriate technical and organizational measures to ensure the security of the personal data, in accordance with the data protection legislation.”
Subprocessing clauses are typically found in several types of contracts, particularly those involving data processing activities. Common examples include:
In all these contracts, it is essential to include specific subprocessing clauses to ensure compliance and effective management of data handling procedures.
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