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Supplier Data Processing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Supplier Data Processing Agreement

"I need a Supplier Data Processing Agreement for our new cloud storage provider based in Manchester, who will be processing customer data including names, addresses and payment details, with the agreement to start from March 2025."

Document background
The Supplier Data Processing Agreement is essential when an organization (controller) engages a supplier (processor) to process personal data on its behalf. This agreement, governed by English and Welsh law, is required under Article 28 of the UK GDPR and must be in place before any data processing begins. It defines the scope of processing, security requirements, confidentiality obligations, and procedures for handling data breaches. The agreement is particularly crucial in ensuring compliance with data protection regulations and establishing clear accountability between parties.
Suggested Sections

1. Parties: Identification of the data controller and data processor

2. Background: Context of the processing relationship and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including GDPR-specific terminology

4. Processor Obligations: Core obligations of the data processor under GDPR Article 28, including processing only on documented instructions

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

6. Sub-processing: Rules and permissions regarding use of sub-processors

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

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

Optional Sections

1. International Transfers: Provisions for data transfers outside the UK, including transfer mechanisms and safeguards

2. Sector-Specific Compliance: Additional requirements for specific regulated industries such as healthcare or financial services

3. Audit Rights: Enhanced audit provisions for controller oversight and compliance verification

Suggested Schedules

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

2. Schedule 2 - Technical and Organizational Measures: Detailed security measures implemented by the processor to ensure appropriate data protection

3. Schedule 3 - Approved Sub-processors: List of pre-approved sub-processors and their processing activities

4. Schedule 4 - Transfer Mechanisms: International data transfer agreements or Standard Contractual Clauses if applicable

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 - the primary data protection legislation in the UK post-Brexit, setting out the key principles, rights and obligations for processing personal data

DPA 2018: The Data Protection Act 2018 - supplements the UK GDPR and provides specific data protection requirements for UK organizations, including law enforcement processing and national security

PECR: Privacy and Electronic Communications Regulations 2003 - specific rules for electronic communications, including rules on cookies, electronic marketing, and privacy in telecommunications

ICO Guidance: Guidelines and codes of practice issued by the Information Commissioner's Office, the UK's data protection regulator, providing practical guidance on compliance

EDPB Guidelines: European Data Protection Board guidelines which, while not binding in the UK post-Brexit, remain influential in interpreting data protection requirements

UK Case Law: Relevant judicial decisions from UK courts that interpret and apply data protection legislation and establish precedents

EU GDPR: The EU General Data Protection Regulation - relevant when transfers involve EU residents/businesses or when providing goods/services to EU-based individuals

UK Adequacy Regulations: Regulations determining which countries are deemed to provide adequate data protection, allowing personal data to flow freely to these jurisdictions

IDTA: International Data Transfer Agreement - the UK's mechanism for ensuring appropriate safeguards for international data transfers post-Brexit

UK Addendum: UK Addendum to EU Standard Contractual Clauses - allows organizations to use EU SCCs modified for UK data transfers

Binding Corporate Rules: A data protection mechanism allowing multinational companies to transfer personal data within their corporate group

FCA Regulations: Financial Conduct Authority regulations containing specific data protection requirements for financial services firms

NHS Data Protection: Specific data protection requirements and guidelines for handling healthcare data within the National Health Service

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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