Data Protection Agreement

This Data Protection Agreement ("DPA") is entered into by and between [Your Name], hereinafter referred to as the "Data Controller," and [Data Processor Name], hereinafter referred to as the "Data Processor," collectively referred to as the "Parties."

1. Purpose of Agreement

The purpose of this Agreement is to outline the terms and conditions governing the processing and protection of personal data by the Data Processor on behalf of the Data Controller, in compliance with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).

2. Obligations and Responsibilities

2.1 Data Controller Obligations:

The Data Controller shall provide clear instructions to the Data Processor regarding the processing of personal data.
The Data Controller shall ensure that all personal data provided to the Data Processor is collected and processed according to applicable data protection laws and regulations.
The Data Controller shall obtain any necessary consents or authorizations from data subjects for the processing of their data.

2.2 Data Processor Obligations:

The Data Processor shall process personal data only on behalf of and by the instructions of the Data Controller unless required to do so by applicable law.
The Data Processor shall implement appropriate technical and organizational measures to ensure the security and confidentiality of the personal data.
The Data Processor shall assist the Data Controller in fulfilling its obligations under data protection laws and regulations, including but not limited to data subject rights requests and data protection impact assessments.

3. Data Security

3.1 The Data Processor shall implement and maintain appropriate technical and organizational measures to ensure the security and confidentiality of personal data, 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.

3.2 The Data Processor shall promptly notify the Data Controller in the event of any unauthorized access to or disclosure of personal data.

4. Subprocessors

4.1 The Data Processor shall not engage any subprocessors for the processing of personal data without the prior written consent of the Data Controller.

4.2 Where the Data Processor engages subprocessors, the Data Processor shall ensure that such subprocessors provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of applicable data protection laws and regulations.

5. Data Breaches

5.1 In the event of a data breach involving personal data processed by the Data Processor, the Data Processor shall notify the Data Controller without undue delay after becoming aware of the breach.

5.2 The notification shall include, at a minimum, the nature of the breach, the categories and approximate number of data subjects affected, and any measures taken or proposed to be taken to address the breach.

6. Term and Termination

6.1 This Agreement shall commence on the effective date and shall remain in effect until terminated by either Party by the terms herein.

6.2 Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material provision of this Agreement and fails to cure such breach within 30 days of receiving written notice thereof.

7. Liability

For any breaches of the obligations under this agreement or the GDPR, the Processor shall be liable to the Controller for resulting damages or losses.

7.1 Each Party shall be liable for its actions and omissions about the processing of personal data under this Agreement.

7.2 The Data Processor shall indemnify and hold harmless the Data Controller against any claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with the Data Processor's breach of this Agreement or applicable data protection laws and regulations.

8. Signatures

By signing below, each Party acknowledges its understanding and acceptance of the terms of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Data Protection Agreement as of the effective date first above written.

[Your Name]

[Date Signed]

[Data Processor Name]

[Date Signed]