Sec. 2. (a) A contract between a controller and a processor shall govern the processor’s data processing procedures with respect to processing performed on behalf of the controller. The contract must be binding and clearly set forth instructions for processing personal data, the nature and purpose of processing, the type of data subject to processing, the duration of processing, and the rights and obligations of both parties. The contract must also include requirements that the processor do the following:

(1) Ensure that each individual processing personal data is subject to a duty of confidentiality with respect to the data.

(2) At the controller’s direction, delete or return all personal data to the controller as requested at the end of the provision of services, unless retention of the personal data is required by law.

(3) Upon the reasonable request of the controller, make available to the controller all information in its possession necessary to demonstrate the processor’s compliance with the obligations in this chapter.

(4) Allow, and cooperate with, reasonable assessments by the controller or the controller’s designated assessor. Alternatively, the processor may arrange for a qualified and independent assessor to conduct an assessment of the processor’s policies and technical and organizational measures in support of the processor’s obligations under this chapter using an appropriate and accepted control standard or framework and assessment procedure for such assessments. The processor shall provide a report of any such assessment to the controller upon request.

(5) Subject to subsection (b), engage any subcontractor pursuant to a written contract that requires the subcontractor to meet the obligations of the processor with respect to the personal data.

     (b) Nothing in this section shall be construed to relieve a controller or a processor from the liabilities imposed on the controller or processor by virtue of its role in the processing relationship.

As added by P.L.94-2023, SEC.1.