Data Processing Agreement (DPA) Template

Data Processing Agreement Template

This Data Processing Agreement (“Agreement”) forms part of the Contract for Services (“Principal Agreement”) between:

[Your Company] and [Processor Company]

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework for data processing and with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons about the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

Definitions and Interpretation

• 1.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
• 1.1.1. “Agreement” means this Data Processing Agreement and all Schedules;
  • 1.1.2. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of the Company under or in connection with the Principal Agreement;
  • 1.1.3. “Contracted Processor” means a Subprocessor;
  • 1.1.4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
  • 1.1.5. “EEA” means the European Economic Area;
  • 1.1.6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced, or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
  • 1.1.7. “GDPR” means EU General Data Protection Regulation 2016/679;
  • 1.1.8. “Data Transfer” means:
    • 1.1.8.1. a transfer of Company Personal Data from the Company to a Contracted Processor; or
    • 1.1.8.2. an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
  • 1.1.9. “Services” means the __________________ services the Company provides.
  • 1.1.10. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
• 1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Processing of Company Personal Data

• 2.1. Processor shall:
  • 2.1.1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and;
  • 2.1.2. not Process Company Personal Data other than on the relevant Company’s documented instructions.

• 2.2. The Company instructs Processor to process Company Personal Data.

Processor Personnel

• 3.1. Processor shall take reasonable steps to ensure the reliability of any employee, agent, or contractor of any Contracted Processor who may have access to the Company’s Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know/access the relevant Company Personal Data, as strictly necessary for the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

• 4.1. Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

1. • 4.2. In assessing the appropriate level of security, the Processor shall take into account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

Subprocessing

• 5.1. Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.

Data Subject Rights

• 6.1. Taking into account the nature of the Processing, the Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as possible, for the fulfillment of the Company obligations, as reasonably understood by the Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
• 6.2. Processor shall:
  • 6.2.1. promptly notify the Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
  • 6.2.2. ensure that it does not respond to that request except on the documented instructions of the Company or as required by Applicable Laws to which the Processor is subject, in which case the Processor shall to the extent permitted by Applicable Laws inform the Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

• 7.1. Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet