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Sub Processing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Sub Processing Agreement

"I need a Sub Processing Agreement for my UK-based software company to engage a cloud storage provider in Germany, ensuring compliance with both UK and EU data protection laws and including specific provisions for handling sensitive customer data."

Document background
A Sub Processing Agreement is essential when a data processor wishes to engage another party (sub-processor) to carry out specific data processing activities. This agreement, governed by English and Welsh law, ensures compliance with UK data protection regulations, particularly the UK GDPR and Data Protection Act 2018. It defines the scope of processing activities, security requirements, breach notification procedures, and audit rights. The document is crucial for maintaining data protection compliance throughout the processing chain and protecting all parties' interests.
Suggested Sections

1. Parties: Identification of the controller, processor, and sub-processor

2. Background: Context of the processing relationship and reference to main processing agreement

3. Definitions: Key terms used throughout the agreement including definitions from UK GDPR and Data Protection Act 2018

4. Scope of Processing: Details of permitted processing activities and data types

5. Sub-processor Obligations: Core responsibilities and compliance requirements under UK GDPR and Data Protection Act

6. Security Measures: Technical and organizational measures required for data protection

7. Audit Rights: Provisions for monitoring compliance and conducting audits

8. Data Breach Notification: Procedures for handling and reporting personal data breaches

9. Term and Termination: Duration of the agreement and termination provisions

Optional Sections

1. International Transfers: Required when data transfers outside UK/EEA are contemplated, including adequacy decisions and appropriate safeguards

2. Industry-Specific Compliance: Additional requirements for specific regulated sectors (e.g., financial services, healthcare)

3. Data Protection Impact Assessment: Procedures for conducting DPIAs for high-risk processing activities

Suggested Schedules

1. Schedule 1 - Description of Processing: Detailed outline of processing activities, categories of data subjects, types of personal data, and purposes

2. Schedule 2 - Technical and Organizational Measures: Detailed security measures and controls implemented by the sub-processor

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors if any, including their locations and processing activities

4. Schedule 4 - Standard Contractual Clauses: If required for international transfers, including the UK's International Data Transfer Agreement (IDTA) or addendum

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: The UK General Data Protection Regulation as incorporated into UK law post-Brexit, serving as the primary data protection legislation for personal data processing in the UK

Data Protection Act 2018: The UK's domestic data protection law that supplements the UK GDPR and provides additional data protection requirements specific to the UK context

PECR 2003: Privacy and Electronic Communications Regulations governing electronic communications, cookies, and direct marketing in the UK

EU GDPR: European Union's General Data Protection Regulation, relevant when processing EU residents' data or operating across UK-EU borders

UK Adequacy Decisions: Framework determining which countries are deemed to provide adequate data protection standards for international data transfers from the UK

Standard Contractual Clauses: Legal mechanisms approved by UK authorities for ensuring adequate protection when transferring personal data internationally

Binding Corporate Rules: Internal codes of conduct for multinational companies transferring data between group entities, approved by relevant supervisory authorities

ICO Guidelines: Official guidance and codes of practice issued by the Information Commissioner's Office, the UK's data protection regulator

EDPB Guidelines: European Data Protection Board guidelines that may be relevant for UK-EU data processing activities and best practices

FCA Requirements: Financial Conduct Authority's specific data protection requirements for financial services sector

NHS Data Protection: Specific data protection requirements and guidelines for handling healthcare data within the NHS framework

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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