Protecting personal data, meeting GDPR requirements, and reducing compliance risks.

If your business shares personal data with third parties – whether for email marketing, cloud hosting, analytics, payroll, or software development – you’re doing more than outsourcing services. You’re also sharing legal responsibility for protecting that data.

Under the General Data Protection Regulation (GDPR), this shared responsibility must be formalized in a legally binding document: the Data Processing Agreement (DPA).

What is a Data Processing Agreement?

A Data Processing Agreement is required any time a data controller (the entity deciding why and how personal data is processed) engages a data processor (the entity processing data on the controller’s behalf).

A DPA sets out:

  • The processor’s legal obligations
  • Scope and purpose of processing
  • Types of personal data processed
  • Categories of individuals affected
  • Rules for sub-processors
  • International data transfer safeguards
  • Support for GDPR obligations such as data subject access requests (DSARs) and breach management

 

When Do You Need a DPA?

A DPA must be signed before any data processing starts. Common scenarios include:

  • Hosting customer data on cloud platforms like AWS or Azure
  • Using external payroll providers
  • Working with email marketing services like Mailchimp
  • Running web analytics with tools like Google Analytics
  • Outsourcing customer support to third-party providers

These providers act as processors and must formally commit to GDPR compliance under Article 28(3).

 

Why is a DPA Important?

  1. Legal Compliance – Without a DPA, you’re in breach of GDPR—even if no data breach has occurred.
  2. Clear Roles & Responsibilities – Prevents disputes by defining who does what in protecting data.
  3. Risk Management – Reduces liability and enforces technical and organizational measures.

 

What Should a Strong DPA Include?

A well-drafted DPA should address:

  • Technical & Organizational Measures (TOMs): Encryption, access controls, breach protocols, data retention limits
  • Sub-processor Conditions: Approval processes, contractual requirements
  • International Transfers: Standard Contractual Clauses (SCCs) or other safeguards
  • Breach Notification: Timeframes and escalation paths
  • Data Return/Deletion: What happens at contract termination

Processors are not passive actors—they have their own GDPR obligations, and a good DPA makes those explicit.

 

Standalone or Annex?

A DPA can be:

  • A separate contract
  • An annex to Terms & Conditions
  • An integrated section of a broader service agreement

Regardless of format, it must meet the minimum content requirements of Article 28(3) GDPR to be valid.

 

The Bottom Line

In today’s interconnected world, where personal data moves across systems, vendors, and jurisdictions, the DPA is a foundational element of responsible data governance.

It keeps:

  • Roles aligned
  • Risks minimized
  • Rights respected

We help businesses draft, review, and negotiate DPAs to ensure they’re compliant, enforceable, and tailored to your industry.

Need Help with Your DPA?

Whether you need to draft one from scratch, review an existing agreement, or audit your vendor contracts, our fractional legal support services make sure you stay compliant—without the cost of a full-time legal team.

Contact Us to protect your business and data with a rock-solid DPA.

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