Guest user Created: Mar 10, 2018 Last commented: Mar 10, 2018

Indemnification clauses

What if our suppliers don’t perform their work in a compliant way? We think it should some penalties or liabilities if they didn’t perform their work in a compliant way. As you know, being a data controller, xxx is at the risk to be liable to pay the fine (Up to a maximum of €20 Million or 4% global revenue/turnover per infraction) in some way if our suppliers didn’t perform their work in a compliant way. So it is a must to have penalties or liabilities clauses somewhere on the suppliers. Am I right?

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Andrei Hanganu Mar 10, 2018

Answer:

Usually indemnification clauses are found in the Master Agreement not in the Annexes and the reason is that it needs to be applicable to all subsequent documents of the Master Agreement.

However if you want to put a indemnification clause in the Supplier Data Processing Agreement you can use the following wording: “Supplier will indemnify and keep indemnified and defend at its own expense [Company Name] against all costs, claims, damages, expenses, or proceedings which [Company Name] may incur as a result of a breach of Supplier of its obligations herein. In case [Company Name] has suffered loss, cost and/or damage, or has to pay any penalty or compensation according to EU GDPR or other Privacy Laws due to Supplier’s breach, Supplier shall reimburse [Company Name] for all that loss, cost and damages.

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Mar 10, 2018

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