Data Processing Agreement

A full Article 28 controller-to-processor agreement – instructions, security, sub-processors, international transfers, breaches, audits and deletion – with four schedules.

Editable Word document
13
10pages
Guidance notes included
aml consultancy solutions

Data protection & GDPR

Data Processing Agreement

About this document

What it’s for

A stand-alone agreement between a controller (the organisation that decides how personal data is used) and a processor (a supplier that handles it on the controller’s behalf). Article 28 of the UK GDPR requires a written contract with specific terms; this agreement contains all of them, plus practical provisions on breach timescales, sub-processors, transfers, audits, liability and the new complaints duty.

When to use it

  • When you appoint a supplier to process personal data for you – payroll, IT, cloud, marketing, mailing, call handling, bookkeeping, shredding
  • When you are the processor and your client asks for a DPA
  • Alongside a main services agreement, which this agreement supplements

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Roles and scope
  3. Controller obligations
  4. Processing on documented instructions
  5. Confidentiality of personnel
  6. Security
  7. Sub-processors
  8. International transfers
  9. Assistance with Data Subjects’ rights and complaints
  10. Personal Data Breaches
  11. Impact assessments and consultation
  12. Records, information and audit
  13. Return and deletion
  14. Costs
  15. Liability and indemnity
  16. Term and termination
  17. Changes in the law
  18. General
  19. Disputes, governing law and jurisdiction
  20. Definitions and interpretation
  21. Roles and scope
  22. Controller obligations
  23. Processing on documented instructions
  24. Confidentiality of personnel
  25. Security
  26. Sub-processors
  27. International transfers
  28. Assistance with Data Subjects’ rights and complaints
  29. Personal Data Breaches
  30. Impact assessments and consultation
  31. Records, information and audit
  32. Return and deletion
  33. Costs
  34. Liability and indemnity
  35. Term and termination
  36. Changes in the law
  37. General
  38. Disputes, governing law and jurisdiction

Also included

  • Schedule 1 – Details of the processing
  • Schedule 4 – Authorised Restricted Transfers

How to complete it

  • Insert the parties and identify the Main Agreement in clause 1
  • Complete Schedule 1 – the subject matter, duration, nature, purpose, data types and data subjects are mandatory
  • Agree the breach notification period (clause 10) and liability cap (clause 15)
  • List approved sub-processors in Schedule 3 and any transfers in Schedule 4

Key points to check

  • Check that the supplier really is a processor – if it decides its own purposes it is a controller
  • Make sure Schedule 2 describes real security measures
  • Large suppliers will use their own DPA – check it against this one

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Data protection & GDPR

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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