The law, like the law on the supply of goods and services, and sometimes the conduct of trade between the parties, may mean that conditions are implicit in an agreement, although they are not actually stipulated in the agreement. Clause 7.9 (clause 6.9 of cooperation agreement 5) excludes this type of condition. A typical example of an implicit condition is that proper skill and diligence are used or that the goods are appropriate for the purpose. The draft only applies to the explicit terms of the agreement. If the processor is to transmit personal data outside the EU or to an international organisation, the agreement between the controller and the processor should specify to which countries or international organisations the transfers are to be made, whether such transfers are subject to a derogation from the GDPR or whether (in the absence of a derogation and in the absence of an adequacy decision) 220.127.116.114, point 1.3.11 A Memorandum of Understanding is not intended to define the finest details of cooperation. For this reason, it is never appropriate to rely solely on a memorandum of understanding. Once a Memorandum of Understanding has been adopted, it is important to build on this positive momentum to agree on a more detailed cooperation agreement. Cooperation based solely on a Memorandum of Understanding will not adequately cover potential risks. It also serves as a checklist to ensure that all key terms have been included in the cooperation agreement. By taking into account difficult or controversial aspects of an agreement from the outset, the parties can ensure that they are working for the same purpose and that lengthy legal controversies can be avoided later.
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