One of the most crucial components of Data security compliance 2025 for any business is a robust and comprehensive Data Processing Agreement (DPA). This in-depth guide will walk you through the essential clauses that should be included in a Data Processing Agreement, ensuring you can protect an individual's confidential information with confidence.
What is a Data Processing Agreement?
A Data Processing Agreement is a legally binding contract required under the General Data Protection Regulation (GDPR) Article 28 for controllers and processors handling personal data. It ensures compliance by defining how data is processed securely and responsible.
Why it is Important:
- Having one ensures you are legally compliant under GDPR Article 28.
- It clearly outlines the responsibilities of controllers and processors, fostering accountability and reducing disputes.
- Enhances data protection by specifying measures like security protocols and breach notifications.
- Facilitates risk management.
Essential clauses in a Data Processing Agreement
- Definitions and Interpretations
Establishes key terms like “Personal Data”, “Processor”, and “Controller” to avoid ambiguity and align with GDPR definitions.
- Scope, Nature, and Purpose of Processing
Details on the purpose, subject matter, duration, types of personal data, categories of data subjects, and processing objectives to limit scope and prevent misuse.
Example of a duration clause:
“The term of any relevant Service Agreement until deletion of all Protected Data by [company name] in accordance with the GDPR and other applicable privacy laws.”
- Roles and Responsibilities of the Controller and Processor
Clarifies the controller’s instructions and the processor’s obligations, including processing only on documented instructions from the controller.
- Sub-Processing
Requires the processor to obtain prior consent for any sub-processors and ensure they meet equivalent GDPR standards. Subprocessors will have the same responsibilities as those of the processor including the implementation of security measures.
- Data Security Measures (Technical and Organizational)
Mandates technical and organizational safeguards to protect against data breaches
For example:
This could include encryption, access controls, and so forth.
- Data Breach Notification
Obligates the processor to notify the controller without undue delay of any personal data breach.
72-hour deadline:
While there is no strict 72-hour deadline under the GDPR, the notification must be made promptly enough to allow the controller to meet its own obligation to report the breach to the supervisory authority within 72 hours.
- Assistance with Data Subject Rights
Requires the processor to cooperate with and support the controller in fulfilling data subjects’ rights, such as access, rectification and erasure requests.
- Audits and Inspections
This clause reserves the right to conduct audits to demonstrate the processor’s compliance, including access to records and facilities upon reasonable notice.
Note: The processor is allowed to set any reasonable limitation such as the duty of confidentiality or time restrictions.
- Data Return or Deletion
This clause stipulates that upon termination, the processor must return or securely delete all personal data and certify compliance.
Example of a Data Deletion clause:
“[Company name] with abide by the following with respect to deletion of Customer Personal Data:
I. Within ninety (90) calendar days of the Agreement’s expiration or termination, [company name] will securely destroy all copies of Customer Personal Data (including automatically created archival copies.”
- Data Transfer
Specify in your DPA that data transfers outside your jurisdiction should be in accordance with the adequacy decision or with standard contractual clauses (SCCs) between the data exporter and importer.
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Want to dive deeper? Check out our other blogs related to Data Privacy, Protection and Compliance:
- The Importance of a Privacy Policy for Your Business in 2025
- SaaS Agreements Simplified: Meaning, Legal Issues, Examples & Template
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