Data Processing Agreement
Last updated at 16 May 2025
Introduction
This Data Processing Agreement ("Agreement") forms part of the Contract for Services ("Principal Agreement") between
________________________________
(the “Company”)
and
________________________________
(the “Data Processor”)
(together as the “Parties”).
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, respective of the Parties’ scope of operations, in relation to data processing and (i) the General Data Protection Regulation (2016/679) (“GDPR”), including any subordinate or implementing legislation,(ii) the EU-US Privacy Shield and the Swiss-US Privacy Shield (“Privacy Shield”), and (iii) the California Consumer Privacy Act of 2018, Cal. Civ. Code 1798.100 et seq. (“CCPA”) (collectively, “Data Protection Laws”).
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. 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 “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code 1798.100 et seq.;
- 1.1.3 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;
- 1.1.4 "Contracted Processor" means a Subprocessor;
- 1.1.5 “Data Protection Laws" means EU Data Protection Laws, the CCPA and the Privacy Shield, to the applicable extent;
- 1.1.6 "EEA" means the European Economic Area;
- 1.1.7 "EU Data Protection Laws" means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”), as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR, and in respect of the United Kingdom any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the UK leaving the European Union.
- 1.1.8 "GDPR" means EU General Data Protection Regulation 2016/679;
- 1.1.9 "Data Transfer" means:
-- 1.1.9.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or
-- 1.1.9.2 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);
- 1.1.10 "Privacy Shield" means the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Framework self-certification program operated by the U.S. Department of Commerce;
- 1.1.11 "Services" means the __________________ services the Company provides;
- 1.1.12 "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", “Data Subject Rights”, "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the applicable Data Protection Law, and their cognate terms shall be construed accordingly.
1.3 All capitalized terms not defined in this Agreement shall have the meanings set forth in the applicable Data Protection Law.
2. Processing of Company Personal Data
2.1 Data Processor shall comply with all applicable Data Protection Laws in the Processing of Company Personal Data:
- 2.1.1 Pursuant to the provisions of Article 28 of the GDPR the Data Processor shall:
-- 2.1.1.1 process personal data only on written instructions of the Company;
-- 2.1.1.2 take all appropriate technical and organisational measures to protect the security of the Company Personal Data;
-- 2.1.1.3 provide reasonable co-operation and assistance to the Company to uphold its obligations and maintain compliance under the applicable Data Protection Laws;
-- 2.1.1.4 not Process Company Personal Data other than on the relevant Company’s documented instructions.
- 2.1.2 Pursuant to the provisions of the CCPA the Data Processor shall:
-- 2.1.2.1 act solely as a service provider with respect to the Company Personal Data;
-- 2.1.2.2 be prohibited from retaining, using, or disclosing the Company Personal Data for any purpose other than for the specific purpose of performing the Services specified in the Agreement, as set out in this Addendum, or as otherwise permitted by the CCPA;
-- 2.1.2.3 not further collect, sell, or use the Company Personal Data except as necessary to perform the Business Purpose.
- 2.1.3 Pursuant to the provisions of Privacy Shield, Data Processor agrees that it will provide any EU Personal Data with at least the same level of protection as required under the Privacy Shield Principles.
2.2 The Data Processor shall not Process Company Personal Data other than on the relevant Company’s documented instructions.
2.3 The Company instructs, in writing, Processor to process Company Personal Data.
3. Processor Personnel
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 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 purposes of 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 and relevant provisions under the applicable Data Protection Laws.
4.2 In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.
- 5.1.1 Such instructions or authorisations by the Company shall be made in writing and another Agreement shall be signed with the Subprocessor. Parties agree to respect notification periods and procedures as agreed in that Agreement.
- 5.1.2 In case Processor currently engages Subprocessors as of the date of this Agreement, the Processor agrees to provide a list of Subprocessors for the Company to review.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
- 6.2.1 promptly notify 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 Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.
6.3 Parties shall not be obliged to reidentify datasets in order to be able to comply with their obligations under the applicable Data Protection Laws, unless:
- 6.3.1 in accordance with EU Data Protection Laws, when applicable, Controller shall reidentify a dataset only if the Data Subject provides the additional information enabling their identification in order for the Data Controller to be able to comply with requests for the rights of the Data Subject.
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 any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
9. Deletion or return of Company Personal Data
9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.
9.2 Processor shall provide written certification to the Company that it has fully complied with this section 9 within 10 business days of the Cessation Date.
9.3 Each Contracted Processor may retain Company Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws.
8. Data Protection Impact Assessment and Prior Consultation
To the extent required under applicable Data Protection Laws, Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. International Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the jurisdiction covered by the applicable Data Protection Law, without the prior written consent of the Company.
11.2 If Company Personal Data processed under this Agreement is transferred internationally, the Parties shall ensure that the Company Personal Data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on standard contractual clauses for the transfer of personal data, approved by the respective authorities.
11.3 Parties agree to follow jurisdiction-specific provisions relevant to international data transfer.
- 11.3.1 Pursuant to the CCPA, in the event that either Party transfers to a Third Party the Personal Information of a Data Subject as an asset that is part of a merger, acquisition, bankruptcy, or other transaction in which the Third Party assumes control of all or part of such Party to the Agreement, that information shall be used or shared consistently with applicable law.
- 11.3.2 Pursuant to the Privacy Shield, self-certified Parties shall comply with each of the Privacy Shield principles with respect to the Processing of Personal Data, thereby complying with the EU Data Protection Laws.
12. General Terms
12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by the laws of _______________.
13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of _________________, subject to possible appeal to __________________________________.
Signatures
IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.
Your Company
Signature ______________________________
Name: ________________________________
Title: _________________________________
Date Signed: ___________________________
Processor Company
Signature ______________________________
Name _________________________________
Title __________________________________
Date Signed ____________________________