What types of contracts does AMLEGALS handle?

AMLEGALS provides comprehensive contract advisory across 43+ contract types including Technology contracts (SaaS, AI/ML, Cloud Services), Data Privacy agreements (DPAs, DPDPA compliance), Commercial contracts (MSAs, Supply, Distribution), IP & Licensing, Employment agreements, and International Trade contracts.

What is the TCL Framework for contracts?

The TCL Framework is AMLEGALS proprietary approach that examines every contract through three lenses: Technical (understanding the operational realities), Commercial (aligning business objectives), and Legal (ensuring compliance and risk mitigation). This integrated approach ensures contracts that work in practice, not just on paper.

Does AMLEGALS handle DPDPA-compliant contracts?

Yes, AMLEGALS specializes in DPDPA-compliant contracts including Data Processing Agreements, Cross-Border Transfer Mechanisms, Data Sharing Agreements, and Consent Management frameworks. Our Vibe Data Privacy™ framework ensures comprehensive compliance with the Digital Personal Data Protection Act, 2023.

Can AMLEGALS help with AI and technology contracts?

Yes, AMLEGALS has dedicated expertise in AI/ML Contracts, AI Governance agreements, AI Training Data Licensing, SaaS Agreements, Cloud Services agreements, and System Integration contracts. We address emerging issues like algorithmic accountability, model ownership, and AI liability allocation.

What is the difference between data sharing and data processing agreements?

In a data processing agreement, the processor handles data only on the controller's instructions for the controller's purposes. In a data sharing agreement, each party processes data for its own purposes and determines its own processing operations. This creates different accountability structures - processors act as agents of the controller, while data sharing parties are independent controllers with separate compliance obligations.

What legal basis is needed for data sharing?

Each party needs legal basis for its role in the sharing. The sharing party needs basis to disclose; the receiving party needs basis to collect and process. For consent-based processing, the consent must encompass both the sharing and the recipient's intended use. Where legitimate uses provisions apply, each party must independently satisfy the requirements.

How should liability be allocated in data sharing agreements?

Liability allocation should address: each party's liability for its own DPDPA compliance, responsibility for breaches arising from each party's systems, shared responsibility for jointly caused incidents, indemnification for claims arising from the other party's non-compliance, and caps appropriate to the risk profile. Cross-indemnification structures are common.

What governance mechanisms are needed?

Data sharing governance should include: designated points of contact for operational issues, regular review of shared data scope and purposes, mechanisms for addressing data quality issues, protocols for handling data principal requests, and procedures for addressing compliance concerns. The appropriate level of formality depends on sharing volume and sensitivity.

Data Sharing Agreements | Controller-to-Controller Data Contracts

Overview

Data sharing has become essential to modern business strategy. Joint ventures analyse combined datasets. Insurance companies access claims data from healthcare providers. Retailers share transaction data with marketing partners. Financial institutions exchange information for fraud prevention. Each of these arrangements involves the transfer of personal data between organisations that each determine their own processing purposes - a fundamentally different relationship from the controller-processor dynamic addressed in data processing agreements.

In a data sharing arrangement between Data Fiduciaries (controllers in GDPR terminology), each party bears independent accountability for its processing of the shared data. The agreement cannot transfer this accountability - instead, it creates the framework within which each party exercises its responsibilities. Purpose limitations, use restrictions, and security obligations in the agreement constrain what each Fiduciary may do with the data, but each remains independently answerable to data principals and regulators.

This independence creates unique drafting challenges. The agreement must clearly delineate what data is shared, the permitted purposes for each party, and the obligations each assumes. It must address scenarios where one party's misuse creates liability or reputational exposure for the other. It must establish governance mechanisms for managing the ongoing relationship without creating confusion about independent accountability.

Key Considerations

1

Purpose Definition

Clear specification of the purposes for which each party may use the shared data, with appropriate restrictions on secondary uses.

2

Data Scope

Precise definition of what data elements are shared, including any anonymisation, aggregation, or minimisation requirements.

3

Legal Basis Alignment

Ensuring each party has appropriate legal basis under DPDPA for both the sharing and subsequent processing.

4

Security Standards

Minimum security requirements each party must implement, with verification mechanisms.

5

Data Principal Transparency

Addressing how data principals are informed about the sharing and their rights exercised across parties.

6

Breach Coordination

Protocols for notifying each other of breaches and coordinating response to shared data incidents.

Applying the TCL Framework

Technical

Understanding the data architecture and sharing mechanisms
Evaluating security measures of all parties
Assessing data quality and format standardisation needs
Reviewing anonymisation or pseudonymisation requirements
Understanding audit and monitoring capabilities

Commercial

Valuing the data contribution of each party
Structuring compensation or value exchange
Addressing exclusivity and competitive restrictions
Allocating costs of compliance and security measures
Managing relationship duration and exit

Legal

Confirming legal basis for each party's processing
Drafting purpose limitations that are workable
Structuring liability allocation for data misuse
Addressing regulatory notification obligations
Creating dispute resolution appropriate to ongoing relationships

“

"Data sharing agreements cannot transfer accountability - each party remains a Data Fiduciary with independent obligations. The agreement's function is to create the constraints within which each party exercises that responsibility, and the coordination mechanisms when those responsibilities intersect."

AM

Anandaday Misshra

Founder & Managing Partner

Common Pitfalls

Consent Confusion

Assuming one party's consent covers the other party's processing, when each Data Fiduciary needs its own legal basis.

Purpose Creep

Broadly drafted purpose clauses that allow uses never contemplated by data principals when consenting.

Security Assumptions

Not verifying that the receiving party has adequate security measures before sharing sensitive data.

Joint Controller Confusion

Creating arrangements that function as joint controllership without implementing required joint controller provisions.

Exit Complexity

Failing to address what happens to shared data when the relationship ends, creating ongoing compliance obligations.

Data Sharing Under DPDPA

Under DPDPA, each Data Fiduciary in a sharing arrangement bears independent responsibility for lawful processing. Sharing personal data requires appropriate legal basis - typically consent that encompasses the sharing and the recipient's use, or legitimate uses provisions where applicable. Data principals must be informed about sharing as part of notice obligations. Both sharing and receiving Fiduciaries must implement reasonable security safeguards. Sector-specific rules may impose additional requirements - healthcare data sharing, financial data exchange, and telecom data sharing each have supplementary regulatory frameworks.

Practical Guidance

Document the business justification for data sharing before designing the legal framework.
Assess whether the arrangement is truly controller-to-controller or involves processor elements.
Ensure your privacy notices and consent mechanisms cover the contemplated sharing.
Conduct due diligence on potential sharing partners' compliance posture.
Build governance mechanisms for ongoing relationship management.
Plan for data return, deletion, or transition at relationship end.

Frequently Asked Questions

Related Contract Types

Data Processing Agreements

Data Privacy & Protection

DPDPA-compliant contracts defining processor obligations, sub-processing, and breach notification

Cross-Border Data Transfer Agreements