Draft a data processing agreement

1. Purpose and Scope

This Data Processing Agreement (DPA) governs the processing of personal data by the Processor on behalf of the Controller. The purpose of this agreement is to ensure compliance with applicable data protection regulations, including but not limited to the General Data Protection Regulation (GDPR) and relevant local laws.

2. Definitions

1. Personal Data: Any information relating to an identified or identifiable natural person as defined in Article 4(1) of the GDPR.
2. Processing: Any operation performed on personal data as defined in Article 4(2) of the GDPR.
3. Sub-Processor: Any third party appointed by the Processor to process personal data on behalf of the Controller.

3. Processing Details

1. Nature of Processing: {e.g., storage, analytics, customer data handling}.
2. Purpose of Processing: {e.g., to facilitate Controller’s marketing operations}.
3. Type of Personal Data: {e.g., names, email addresses, billing information}.
4. Categories of Data Subjects: {e.g., customers, employees, suppliers}.
5. Duration of Processing: Processing shall continue for the duration of the agreement unless terminated earlier by either party.

4. Obligations of the Processor

1. Compliance: The Processor shall process personal data only in accordance with the Controller’s documented instructions and in compliance with applicable data protection laws.
2. Confidentiality: The Processor shall ensure that personnel authorized to process personal data are subject to confidentiality obligations.
3. Security Measures: The Processor shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
4. Sub-Processing:
   • The Processor shall not engage sub-processors without prior written authorization from the Controller.
   • The Processor must ensure that sub-processors comply with this agreement and data protection regulations.

5. Obligations of the Controller

1. Lawful Basis: The Controller is responsible for ensuring that the collection and processing of personal data have a lawful basis under applicable regulations.
2. Data Accuracy: The Controller shall ensure that personal data provided to the Processor is accurate and up to date.
3. Instructions: The Controller shall provide clear and lawful instructions to the Processor.

6. Rights of Data Subjects

The Processor shall assist the Controller in fulfilling its obligations to respond to data subject requests, including access, rectification, erasure, or data portability, as required by applicable laws.

7. Data Breach Notification

The Processor shall notify the Controller without undue delay upon becoming aware of a data breach involving personal data. The notification must include:

1. Nature and scope of the breach.
2. Categories and number of affected data subjects.
3. Likely consequences of the breach.
4. Measures taken or proposed to address the breach.

8. Audit and Compliance

1. The Controller has the right to conduct audits or inspections to verify the Processor’s compliance with this DPA.
2. The Processor shall provide all necessary information and access to demonstrate compliance.

9. Data Transfer

1. The Processor shall not transfer personal data outside the European Economic Area (EEA) unless:
   • The transfer is made to a country deemed adequate by the European Commission.
   • The transfer is subject to appropriate safeguards, such as Standard Contractual Clauses (SCCs).
   • The Controller has provided explicit authorization.

10. Return or Deletion of Data

Upon termination of the agreement, the Processor shall, at the Controller’s choice:

1. Return all personal data to the Controller.
2. Delete all personal data unless otherwise required by applicable law.

11. Liability

Each party shall be liable for damages caused by processing in violation of this DPA or applicable data protection laws, as outlined in Article 82 of the GDPR.

12. Governing Law

This DPA shall be governed by and construed in accordance with the laws of {Jurisdiction}. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts in {Location}.