Information Security Clauses for business contracts and agreements

In line with ISO 27001 and NIST.

General Clauses

Confidentiality and Data Protection:

a. The Vendor shall treat all data and information provided by [Company Name], including but not limited to personal data, intellectual property, and confidential business information, as strictly confidential and shall not disclose, share, or use such data and information for any purpose other than the performance of its obligations under this Agreement.

b. The Vendor shall implement and maintain appropriate technical, physical, and organizational measures to protect the confidentiality, integrity, and availability of [Company Name]’s data and information, in accordance with [Company Name]’s security requirements, industry best practices and applicable laws and regulations, including but not limited to [relevant data protection laws/regulations].

c. The Vendor shall ensure that all personnel who have access to [Company Name]’s data and information are bound by appropriate confidentiality obligations and receive regular training on data protection and security practices.

Information Security Practices:

a. The Vendor shall implement and maintain an Information Security Management System (ISMS) that complies with [Company Name]’s security requirements and industry-recognized standards, such as ISO 27001 or NIST Cybersecurity Framework.

b. The Vendor shall regularly assess and mitigate risks to the security of [Company Name]’s data and information, including but not limited to risks arising from cyber threats, human errors, and natural disasters.

c. The Vendor shall implement and maintain appropriate security controls, including but not limited to access controls, network security, malware protection, secure configurations, and security monitoring and logging.

Access Controls:

a. The Vendor shall implement and maintain strict access controls, including but not limited to multifactor authentication, least privilege principles, and regular review of access rights, to ensure that only authorized personnel have access to [Company Name]’s data and information, on a need-to-know basis.

b. The Vendor shall maintain detailed logs of all access to [Company Name]’s data and information and make such logs available to [Company Name] upon request for auditing and monitoring purposes.

Security Incident Reporting and Response:

a. The Vendor shall establish and maintain an incident response plan to promptly detect, respond to, and mitigate security incidents and data breaches.

b. The Vendor shall promptly report any actual or suspected security incidents, data breaches, or unauthorized access to [Company Name]’s data or information systems to [Company Name] within stipulated time frame and provide regular updates on the investigation and remediation efforts.

c. The Vendor shall cooperate fully with [Company Name] in the investigation and resolution of any security incidents or data breaches, and shall take all necessary steps to mitigate the potential harm and prevent future occurrences.

Compliance with Security Policies and Standards:

a. The Vendor shall comply with [Company Name]’s information security policies, procedures, and standards, as provided and updated from time to time.

b. The Vendor shall ensure that its services, products, and systems comply with relevant industry standards and best practices for information security, such as [specify relevant standards, e.g., PCI DSS, HIPAA, GDPR, etc.].

Security Audits and Inspec’ons:

a. [Company Name] reserves the right to conduct security audits, assessments, and inspections of the Vendor’s systems, processes, facilities, and personnel involved in the handling of [Company Name]’s data and information, to ensure compliance with the agreed security requirements.

b. The Vendor shall cooperate fully with [Company Name] and provide all necessary information, access, and assistance to facilitate such audits and inspections.

c. The Vendor shall promptly remediate any identified security deficiencies or non-compliances within a reasonable timeframe agreed upon with [Company Name].

Subcontractor Management:

a. If the Vendor engages any subcontractors or third-party service providers to perform services involving the handling of [Company Name]’s data and information, the Vendor shall ensure that such subcontractors or third parties comply with the same security requirements and obligations as set forth in this Agreement.

b. The Vendor shall remain fully responsible and liable for the acts and omissions of its subcontractors or third-party service providers concerning the security and protection of [Company Name]’s data and information.

c. The subcontractors or third-party should sign a Non-Disclosure Agreement and/or Data Protection Agreement to vendor.

Technology Clauses

Software Security:

a. The Vendor shall implement secure software development practices, including but not limited to secure coding techniques, code reviews, static and dynamic code analysis, and security testing throughout the software development life cycle (SDLC).

b. The Vendor shall promptly address and remediate any identified software vulnerabilities or security flaws within a reasonable timeframe agreed upon with [Company Name].

c. The Vendor shall provide [Company Name] with detailed information about the security architecture, design, and implementation of the software, including security controls, encryption mechanisms, and data flow diagrams.

d. In case of use of any proprietary code the vendor needs to provide secure code certification on half yearly basis tested and vetted by an independent body.

Encryption and Secure Communications:

a. The Vendor shall use industry-standard encryption protocols and algorithms, such as [specify encryption standards, e.g., AES-256, TLS 1.2, or higher] for transmitting and storing [Company Name]’s data and information.

b. The Vendor shall implement secure communication channels, such as secure file transfer protocols (SFTP) or virtual private networks (VPNs), for the exchange of sensitive data and information with [Company Name].

c. The Vendor shall maintain and regularly update digital certificates, encryption keys, and other cryptographic materials used for securing communications and data.
d. In case of use of Hardware Security Module (HSM), the vendor should use a FIPS 140-2 HSM.

Secure Development and Deployment Prac’ces:

a. The Vendor shall follow secure software development life cycle (SDLC) practices, including but not limited to requirements analysis, secure design, secure coding, code reviews, testing, and secure deployment processes.

b. The Vendor shall implement secure configuration management practices, including version control, change management, and separation of environments (development, testing, and production).

c. The Vendor shall maintain detailed documentation of the software development and deployment processes, including security controls, configurations, and changes made throughout the SDLC.

Vulnerability Management:

a. The Vendor shall implement a vulnerability management program that includes regular vulnerability scanning, risk assessment, and timely patching of identified vulnerabilities in the software, systems, and supporting infrastructure.

b. The Vendor shall maintain an up-to-date inventory of all software components, libraries, and dependencies used in the software, and monitor for and address any security vulnerabilities or updates in a timely manner.

c. The Vendor shall provide [Company Name] with detailed reports on identified vulnerabilities, risk assessments, and remediation plans, and shall obtain [Company Name]’s approval before implementing any high-risk patches or updates.

Secure Cloud Services (if applicable):

a. If the Vendor provides cloud services, the Vendor shall ensure that appropriate security controls are in place, including but not limited to logical separation of data, secure multi-tenancy, role-based access controls, and compliance with relevant cloud security standards and best practices.

b. The Vendor shall provide detailed information about the cloud architecture, security controls, data segregation mechanisms, and redundancy measures implemented to ensure the security and availability of [Company Name]’s data and systems hosted in the cloud.

c. The Vendor shall ensure that all data and information belonging to [Company Name] is stored and processed within the agreed-upon geographic regions, and shall obtain [Company Name]’s prior approval for any cross-border data transfers.

d. For deletion of data the vendor should make sure that the data is deleted from all the places of cloud by appropriate means like crypto-shredding.

e. The company’s data should remain inside the country where the company is located.

Security Testing and Assurance:

a. The Vendor shall conduct regular security testing, including but not limited to penetration testing, vulnerability scanning, and security code reviews, to identify and address potential security weaknesses or vulnerabilities in the software, systems, and supporting infrastructure.

b. The Vendor shall provide [Company Name] with detailed reports on the security testing activities, findings, and remediation plans, and shall obtain [Company Name]’s approval before implementing any high-risk remediation actions.

c. The Vendor shall engage independent third-party security assessments or audits, as requested by [Company Name], to validate the effectiveness of the security controls and measures implemented.

Non-Technology Clauses

Physical Security:

a. The Vendor shall implement appropriate physical security measures to protect [Company Name]’s data and information from unauthorized access, theft, or damage, including but not limited to access controls, video surveillance, intrusion detection systems, and secure storage facilities.

b. The Vendor shall ensure that all physical documents, media, and equipment containing [Company Name]’s data and information are stored in secured areas with restricted access and appropriate environmental controls (e.g., temperature, humidity, fire suppression).

c. The Vendor shall maintain detailed logs of all physical access to areas where [Company Name]’s data and information are stored or processed and make such logs available to [Company Name] upon request for auditing and monitoring purposes.

Personnel Security:

a. The Vendor shall conduct background checks, including criminal record checks and employment verification, on all personnel who will have access to [Company Name]’s data and information, in accordance with applicable laws and regulations.

b. The Vendor shall ensure that all personnel who have access to [Company Name]’s data and information receive regular security awareness training, covering topics such as data protection, handling of sensitive information, and incident reporting procedures.

c. The Vendor shall ensure that all personnel who have access to [Company Name]’s data and information are bound by appropriate confidentiality agreements and are aware of their obligations to protect the confidentiality, integrity, and availability of such data and information.

Secure Handling and Disposal:

a. The Vendor shall implement secure handling procedures for any physical documents or media containing [Company Name]’s data and information, including but not limited to secure transportation, handling, and storage practices.

b. The Vendor shall implement secure disposal procedures for any physical documents or media containing [Company Name]’s data and information, such as shredding, degaussing, or secure erasure, to ensure that the data and information cannot be recovered or reconstructed.

c. The Vendor shall maintain detailed logs of all handling and disposal activities related to [Company Name]’s data and information and make such logs available to [Company Name] upon request for auditing and monitoring purposes.

Third-Party Service Providers:

a. If the Vendor engages any third-party service providers or subcontractors to perform services involving the handling of [Company Name]’s data and information, the Vendor shall ensure that such third parties comply with the same security requirements and obligations as set forth in this Agreement.

b. The Vendor shall conduct due diligence on any third-party service providers or subcontractors to assess their security practices, certifications, and compliance with relevant standards and regulations.

c. The Vendor shall remain fully responsible and liable for the acts and omissions of its third-party service providers or subcontractors concerning the security and protection of [Company Name]’s data and information.

Security Awareness and Training:

a. The Vendor shall provide regular security awareness and training programs to all personnel involved in the handling of [Company Name]’s data and information, covering topics such as data protection, incident response, secure handling and disposal procedures, and relevant security policies and procedures.

b. The Vendor shall maintain detailed records of security awareness and training activities, including attendance logs, training materials, and assessments, and make such records available to [Company Name] upon request for auditing and monitoring purposes.

Incident Response and Reporting:

a. The Vendor shall establish and maintain an incident response plan to promptly detect, respond to, and mitigate security incidents and data breaches involving [Company Name]’s data and information.

b. The Vendor shall promptly report any actual or suspected security incidents, data breaches, or unauthorized access to [Company Name]’s data or information systems to [Company Name] within [specified time frame, e.g., 24 hours] and provide regular updates on the investigation and remediation efforts.

c. The Vendor shall cooperate fully with [Company Name] in the investigation and resolution of any security incidents or data breaches, and shall take all necessary steps to mitigate the potential harm and prevent future occurrences.

The complete document can be downloaded using this link.