Generate a red-flag matrix for Client Confidentiality Agreement clauses that conflict with incoming GDPR Article 28(3) requirements for a cross-border M&A client file

Client Confidentiality Agreement *

Data Processing Categories * Select data scope All personal data categories in scope Employee HR and payroll data Customer prospect and CRM data Financial services or KYC data Health or medical records Legal matter files and privilege data Vendor/supplier contractual data

Cross-Border Transfer Details * Choose transfer basis Standard Contractual Clauses (SCCs) Adequacy decisions (e.g., UK, Japan) Binding Corporate Rules (BCRs) Derogations under Article 49 Streamlined EU-US Data Privacy Framework Proposed transfer to third country without mechanism

Deal Structure and Timeline * Choose timing Due diligence in progress Signing negotiations (SPA not yet closed) Pre-closing covenants period Post-closing integration planning 100-day integration underway Long-term carve-out operations

Applicable Jurisdiction * Choose jurisdiction Group-wide GDPR compliance (EEA, UK, Switzerland) German GmbH entities French SAS entities Dutch BV subsidiaries Nordic implementation (Denmark, Sweden, Finland) Irish PLC structure (post-Brexit third-country hub) US-based seller with GDPR exposure

Red-Flag Severity Threshold * Choose risk level Critical path items only (blocks closing) High-risk clauses (post-closing amendment required) Medium-risk deviations (can be bridged by SCC addendum) Low-risk housekeeping (surface for annual governance cycle) Silent escalation risks (liability, indemnity gaps)

Integration Workstream Owners Select recipient Integration Management Office (IMO) Data Protection Officer (DPO) Legal counsel (buy-side) Risk and compliance team IT/SaaS procurement lead HR and payroll workstream Customer transition team

Target Output Format * Choose format Annotated Redline of CCA with gap notes Excel-based risk register matrix PPT summary deck for steering committee CMS-integrated activity tracker ISO 27001-aligned controls mapping Continuity plan for day-one operations

Additional Clause Modifications

Regulatory Update Cut-off Date *