oneDPA v0 documents

Dear Claustack team,

I'm not an expert in this area, so please disregard my comments if ill-informed but these are just some quick thoughts I had on reading the main (vO oneDPA) document this evening - 

1. The relationship and roles may be a bit clunky and error-prone to use if they have to be re-chosen multiple times throughout a Word doc. To avoid this, will you be publishing a separate template for each of the three relationship types (Controller-Processor, etc)?

2. The variables from 'Main Agreement' to 'Governing Law....' might be more readable for the non-specialist reader with an annotation cross-referring to the clause in which they're used.

3. Maybe adopt a version of the arbitration as well as litigation language from oneNDA to accommodate those who prefer arbitration?

4. Data Protection Laws - how about tick boxes instead of the current text? Alternatively, and I'm not a data protection law expert, is this sort of thing really worth making a 'variable' - as the listed jurisdictions are just examples anyway, i.e. the laws apply if they apply, regardless of what the parties agree.

5. In the four rows of free text defined terms from Services relating to Processing to Data subjects, it woud be great to have some default choices which can be ticked / deleted, even if there's a free text option for those who want it.

6. 'Special provisions' - worth giving some examples of the use cases for this?

7. Transfer Mechanism - format in tick box style with some instructions?

8. Term 1.3 - on a quick read, I couldn't figure out the contractual significance of the choice offered here, as the terms 'Business' and 'Service Provider' don't seem to be used in the substantive terms of the document. (Maybe it's cross-referred to from the other documents, I haven't checked).

9. Term 2.3 - what's the legal significance of the additional words emphasising that this is a 'warranty' - as opposed to just saying that the parties will comply?

10. Term 3.3 - I imagine that the words 'within' the period would probably be read by an ordinary person to signify that the notification must be given within X days after making the change. But I suspect the intention may in fact be to require at least X days' prior notice to be given. Worth re-phrasing?

11. Term 5.2 - Rather than asking the parties to delete this clause if inapplicable, it might be cleaner to rephrase to something like "If a Liability Cap is specified in the Variables table...." - and modify the Variables table language accordingly. That way, the standard terms can be kept intact and only the variables need be changed.

12. Term 5.11 - see the arbitration point mentioned in 3 above.

13. Annex 1 - I'd find a list of common ones (the sort of things found in security DDQs) which people can tick if applicable really helpful, plus a freeform option for adding others. This could be iterated over time.

14. Annex 2 - a standardised table with relevant headings (e.g. name, data processed, URL) might be helpful rather than leaving this completely freeform.

I hope that's helpful.