Creating a Data Transfer Agreement

Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Data transfer agreements are vital documents that protect the valuable assets of those involved in data transfers. With the rise in data breaches, it is imperative that companies ensure they are transferring data securely and, crucially, that all applicable laws are met. A data transfer agreement sets out the roles and responsibilities of both parties while outlining necessary provisions to safeguard each party’s interests, including protections for sensitive information, such as encryption measures or access control.

Crucial for organizations collecting customer data - banks, online retailers and healthcare providers alike - a data transfer agreement provides a layer of security and assurance that customers’ private information is being handled safely. When transferring across international boundaries, additional consideration must be taken to adhere to relevant global laws; requiring the inclusion of provisions into the agreement which address these regulations. Finally, organizations must ensure their intellectual property remains protected when engaging in these transfers - another provision to consider when drafting an agreement.

The Genie AI team understands how important it is to get these agreements right and has developed the world’s largest open source legal template library accordingly - providing millions of datapoints which can teach AI models what a market-standard data transfer agreement looks like. With this free dataset and community template library available at your fingertips anyone can draft high-quality legal documents without relying on costly lawyers or experts; enabling you to protect your valuable assets with confidence.

Interested? Read on below for step-by-step guidance on creating a secure data transfer agreement as well as instructions on how to access our template library today!

Definitions

Parties: People or organizations involved in a legal agreement.
Roles and Responsibilities: The tasks and obligations that each party is expected to fulfill in a legal agreement.
Purpose: The reason for a legal agreement.
Scope: The extent and limitations of a legal agreement.
Duration: The length of time a legal agreement is in effect.
Types of Data: The information that a legal agreement covers.
Exceptions/Exclusions: Any specific types of data that are not included in a legal agreement.
Applicable Laws/Regulations: The laws and rules that a legal agreement must obey.
Compliance Requirements: The standards that must be met in order to be in line with the law.
Security Measures: Steps taken to protect data from unauthorized access.
Monitoring/Auditing: The process of inspecting data to ensure it is secure.
Data Transfer Methods/Protocols: The methods and rules used to transfer data between parties.
Verifying Accuracy: Checking data to make sure it is correct.
Rights/Responsibilities/Liabilities: The privileges, obligations, and risks of a legal agreement.
Communication/Reporting Protocols: The methods of communication and the process of reporting information.
Dispute Resolution Procedures: The methods used to settle disagreements between parties.
Agreement Documentation: The paperwork that records and explains a legal agreement.
Execution/Signing Off: The process of signing the agreement to make it legally binding.

Contents

1. Defining the parties involved in the agreement and their roles
2. Identifying the parties and their contact information
3. Outlining the roles and responsibilities of each party
4. Establishing the purpose, scope, and duration of the agreement
5. Defining the purpose of the agreement
6. Outlining the scope of the agreement
7. Specifying the duration of the agreement
8. Outlining the types of data covered by the agreement
9. Identifying the types of data covered
10. Specifying any exceptions or exclusions
11. Establishing the legal requirements for data transfer and storage
12. Identifying the applicable laws and regulations
13. Outlining any compliance requirements
14. Setting up measures to protect the data and ensure compliance
15. Defining security measures to protect the data
16. Establishing a process of monitoring and auditing to ensure compliance
17. Establishing procedures for handling and managing data transfers
18. Defining the data transfer methods and protocols
19. Establishing procedures for verifying the accuracy of data transfers
20. Defining the rights, responsibilities, and liabilities of each party
21. Establishing the rights of each party
22. Specifying the responsibilities of each party
23. Outlining the liabilities of each party
24. Establishing communication and reporting protocols
25. Defining the methods of communication between the parties
26. Establishing a reporting system for data transfers and security breaches
27. Identifying dispute resolution procedures
28. Outlining the methods for resolving disputes
29. Establishing protocols for resolving conflicts
30. Documenting the agreement and signing off
31. Preparing the agreement documentation
32. Executing the agreement and signing off

Get started

Defining the parties involved in the agreement and their roles

• Identify the parties who need to be part of the agreement
• Define each party’s role in the agreement
• Assess the risks associated with each party’s role in the agreement
• Make sure each party understands their obligations and duties under the agreement
• Make sure all parties are named in the agreement

Once you have identified the parties involved in the agreement and defined their roles, you can check this step off your list and move on to the next step, which is identifying the parties and their contact information.

Identifying the parties and their contact information

• Collect contact information for each party involved in the agreement.
• This might include names, email addresses, mailing addresses, and phone numbers.
• Make sure to get contact information for every party who will be involved in the agreement.
• When you have all the contact information, you can move on to the next step.

Outlining the roles and responsibilities of each party

• Ensure that the roles and responsibilities for each party are clearly defined in the agreement
• Detail the roles and responsibilities for each of the parties, such as data controllers and data processors, in a way that is easy to understand and enforce
• Include the specifics of the responsibilities, such as data storage, data protection, and compliance requirements
• Make sure that all roles and responsibilities are agreed upon by all parties involved and signed off on
• Once all responsibilities are outlined and agreed upon, your step is complete and you can move on to the next step.

Establishing the purpose, scope, and duration of the agreement

• Understand the purpose of the data transfer agreement and the data to be transferred
• Identify the scope of the data transfer, including the type of data, the parties involved, and any required data security measures
• Determine the duration of the agreement, including any necessary renewal dates
• Document the purpose, scope, and duration of the agreement in writing
• Once the purpose, scope, and duration have been documented in writing, the agreement can be checked off and the next step, defining the purpose of the agreement, can be completed.

Defining the purpose of the agreement

• Clarify the purpose of the data transfer agreement (DTA).
• Determine who will be the data exporter and who will be the data importer.
• Identify the type of data that will be transferred and its intended use.
• Specify the geographic location of the data transfer.
• Include any special conditions that must be met for the transfer.
• Confirm that the data will be used for the intended purpose and that both parties are in agreement with the purpose of the transfer.

When you can check this off your list:

• When you have accurately identified the purpose of the data transfer agreement, established who will be the data exporter and data importer, identified the type of data that will be transferred, specified the geographic location of the data transfer, included any special conditions, and confirmed that the data will be used for the intended purpose and that both parties are in agreement with the purpose of the transfer.

Outlining the scope of the agreement

• Determine the data that will be transferred between the two parties
• Identify the format in which the data will be transferred
• Outline any restrictions on data use for the receiving party
• Describe the security measures that will be taken to protect the data
• Agree on the timeline for data transfers

When you have completed this step, you will have outlined the scope of the agreement and be ready to move on to the next step of specifying the duration of the agreement.

Specifying the duration of the agreement

• Decide on the start date and end date for the agreement and specify this in the agreement
• Specify the duration of the agreement in a manner that is clear and unambiguous
• Specify any provisions for automatically renewing the agreement, if applicable
• Include any termination clauses, if desired
• Once the duration is specified in the agreement, you can move on to outlining the types of data covered by the agreement.

Outlining the types of data covered by the agreement

• Identify the type of data that will be transferred as part of the agreement
• Include an overview of the data that will be exchanged, for example, customer information, financial data, etc.
• Include any limitations on the data that can be shared under the agreement
• Confirm the agreement covers all types of data exchange between both parties
• Include any requirements for data security
• When all of this has been outlined, check it off your list and move on to the next step.

Identifying the types of data covered

• Make a list of the types of data you want to cover, such as customer data, financial data, health data, etc.
• Identify any sensitive categories of data that are included in the agreement, such as data about children or data about individuals in vulnerable or protected categories.
• Identify any third-party data that is included in the agreement, such as data shared by vendors or partners.
• Once you have identified all the types of data covered, make sure to note them in the agreement.

Once you have identified all the types of data covered and noted them in the agreement, you can check this step off your list and move on to the next step.

Specifying any exceptions or exclusions

• Review the types of data covered and identify any exceptions or exclusions that might apply to the data transfer agreement
• Consider any laws or regulations that would prohibit or limit the transfer or storage of certain types of data
• Make a list of any exceptions and exclusions that will be included in the data transfer agreement
• Check off this step when you have identified and listed all exceptions and exclusions that will be included in the data transfer agreement and completed any necessary research.

Establishing the legal requirements for data transfer and storage

• Review and understand the laws and regulations that govern data transfer and storage
• Determine the legal requirements for data transfer and storage under applicable law
• Draft a data transfer agreement that includes the necessary legal requirements
• Obtain necessary approvals for the data transfer agreement
• Execute the data transfer agreement and ensure that all parties meet the requirements

You can check this step off your list when all parties have executed the data transfer agreement and all necessary approvals are obtained.

Identifying the applicable laws and regulations

• Familiarize yourself with the applicable laws and regulations that may affect the data transfer and storage process.
• Research any relevant local, state, and federal laws that may apply to data transfer and storage.
• Research any relevant industry-specific laws and regulations.
• Research any relevant international laws and regulations that may apply.
• Document any applicable laws and regulations that may affect the data transfer and storage process.
• Once you have identified and documented the applicable laws and regulations, you can check this step off your list and move on to the next step.

Outlining any compliance requirements

• Research the applicable laws and regulations to determine what requirements need to be met for data transfers
• Draft clauses that can be included in the data transfer agreement to ensure compliance with the relevant laws and regulations
• Ensure the clauses are clear, concise, and easy to understand
• Check for any additional requirements that need to be included in the agreement, such as privacy policies, indemnification provisions, or disclosure requirements
• When all necessary clauses have been included and reviewed, the data transfer agreement is ready to be signed
• This step can be considered complete and you can move on to setting up measures to protect the data and ensure compliance

Setting up measures to protect the data and ensure compliance

• Establish a data transfer agreement that outlines the legal requirements and security measures that must be taken when transferring data
• Make sure the agreement is compliant with all the applicable laws and regulations
• Ensure that the appropriate security measures are in place to protect the data from unauthorized access, modification, or misuse
• Ensure that any third-party vendors that will be handling the data have the same security measures in place
• Make sure the agreement also outlines any penalties for violations of the agreement
• Once the agreement has been finalized, document it and have all parties involved sign off on it
• You will know this step is completed when the data transfer agreement has been signed by all parties involved.

Defining security measures to protect the data

• Identify and assess potential risks to the data
• Develop an appropriate security plan to address the identified risks
• Implement the security plan to protect data from unauthorized access, modification, or destruction
• Monitor and review security measures regularly
• Update security measures as necessary

Once you have identified and implemented the necessary security measures to protect the data, you can check this step off your list and move on to the next step.

Establishing a process of monitoring and auditing to ensure compliance

• Identify and document the processes and controls used to monitor and audit data transfers
• Develop a process to audit data transfers to ensure compliance with the agreement
• Determine appropriate frequency of auditing
• Establish a procedure for addressing any issues discovered during an audit
• Document the entire audit process

Once you have identified and documented the processes and controls used to monitor and audit data transfers, developed a process to audit data transfers to ensure compliance with the agreement, determined the appropriate frequency of auditing, established a procedure for addressing any issues discovered during an audit, and documented the entire audit process, you can check this off your list and move on to the next step.

Establishing procedures for handling and managing data transfers

• Agree upon a set of procedures for handling and managing data transfers
• Create a document outlining the procedures, including who is responsible for what and when
• Ensure all parties are aware of and agree to the procedures
• Put in place communication procedures to ensure any changes to the procedures are communicated to all relevant parties
• Once the procedures have been established, reviewed, and agreed upon, you will have completed this step and can move on to the next one.

Defining the data transfer methods and protocols

• Identify the type of data transfer method and protocol that best suits the needs of both parties.
• Consider the security and privacy requirements of the data transferring.
• Agree on the appropriate data transfer method and protocol for the transfer.
• Document the agreed upon data transfer method and protocol in the agreement.

When you have completed this step, you can move on to the next step in creating the Data Transfer Agreement, which is to establish procedures for verifying the accuracy of data transfers.

Establishing procedures for verifying the accuracy of data transfers

• Create a checklist of procedures that should be used for verifying the accuracy of data transfers between the two parties.
• Establish a process for verifying the accuracy of data transfers on a periodic basis.
• Define the criteria for verifying the accuracy of data transfers.
• Create a process for resolving discrepancies and issues with data transfers.
• Establish a process for monitoring and reviewing data transfers.

Once you have completed these steps, you can check this off your list and move on to the next step.

Defining the rights, responsibilities, and liabilities of each party

• Determine who will own the data transferred, and who will be responsible for maintaining it
• Outline any restrictions or limitations on how the data can be used
• Agree on who is responsible for enforcing the data transfer agreement
• Set out the limitations of liability for any breach of the agreement
• Decide whether the agreement is exclusive or non-exclusive
• Set out any indemnity provisions

Once you have agreed on the rights, responsibilities, and liabilities of each party and have included them in the data transfer agreement, you can move onto the next step.

Establishing the rights of each party

• Clearly define the rights of each party involved in the transfer
• Consult with legal counsel to make sure the rights of each party are legally binding
• Outline the details of the data transfer agreement as it relates to the rights of each party
• Ensure that each party’s rights are established and respected
• Confirm that all parties involved in the transfer are in agreement with the terms of the agreement
• When all parties have agreed and signed off on the data transfer agreement, this step is complete.

Specifying the responsibilities of each party

• Identify who will be responsible for providing the data, who will be responsible for storing and processing the data, and who will be responsible for maintaining the data
• Outline the specific obligations of each party, such as outlining who is responsible for security, who is responsible for backups, who is responsible for updating the agreement, and who is responsible for terminating the agreement
• Agree to provide a notification of any changes in responsibilities
• Ensure that the roles and responsibilities of each party are clearly defined
• When all of the responsibilities are clearly defined, check this step off your list and move on to outlining the liabilities of each party.

Outlining the liabilities of each party

• Discuss and agree on who is responsible for the data transfer
• Establish which party is responsible for any data breaches
• Establish which party is responsible for any costs associated with the data transfer
• Agree on which party is responsible for data protection, data backup, and data security
• Determine who is responsible for the accuracy of the data
• Establish who is liable for any damages resulting from the data transfer
• Determine who is responsible for ensuring compliance with any applicable laws and regulations
• When all of the liabilities have been discussed and agreed upon, document them in the Data Transfer Agreement

Once all the liabilities between the two parties have been agreed upon and documented, you can check this step off your list and move on to establishing communication and reporting protocols.

Establishing communication and reporting protocols

• Agree on the frequency of communication and reporting between the two parties
• Establish a timeline for delivering reports, including deadlines for any data requests
• Agree on the format of the reporting and any specific requirements for the data
• Determine the method of communication between the parties for reports and data requests
• Outline any additional responsibilities for the parties to ensure smooth communication and reporting

Once you have agreed on the communication and reporting protocols, you can check this step off your list and move on to the next step of defining the methods of communication between the parties.

Defining the methods of communication between the parties

• Ensure both parties agree on the methods of communication, such as emails, phone calls, or in-person meetings
• Decide which methods will be used in the event of a data transfer or security breach
• Establish a timeline for when the parties must communicate regarding data transfers and security breaches
• Set up an agreement that both parties must sign and date that outlines these communication protocols
• Once both parties sign the agreement, the step is complete and you can move on to the next step, Establishing a reporting system for data transfers and security breaches.

Establishing a reporting system for data transfers and security breaches

• Set up a system for reporting data transfers and potential security breaches to the other party, including the format, frequency, and content of the reports.
• Decide on who is responsible for providing the reports and who will be responsible for managing responses to the reports.
• Establish a reporting timeline to ensure that timely and accurate reports are exchanged.
• Agree on a method for authenticating and verifying the reports.
• Once the reporting system has been established, tested, and verified, this step can be marked as complete.

Identifying dispute resolution procedures

• Identify any applicable international, federal, and/or state dispute resolution laws that must be followed.
• Research existing dispute resolution policies used by similar organizations and determine if they need to be amended to fit the needs of the current Data Transfer Agreement.
• Determine the most appropriate methods for resolving disputes and create a clause to include in the Data Transfer Agreement.
• Confirm whether or not the dispute resolution procedures need to be approved by legal counsel and/or other third-party authorities.
• Finalize the dispute resolution clause to be included in the Data Transfer Agreement.

Once you have identified any applicable dispute resolution laws, researched existing policies, determined the most appropriate methods for resolving disputes, and finalized the dispute resolution clause to be included in the Data Transfer Agreement, you can check this step off your list and move on to the next step of outlining the methods for resolving disputes.

Outlining the methods for resolving disputes

• Outline the methods for resolving disputes between the parties, such as mediation, arbitration, or litigation
• Specify who will bear the costs for dispute resolution, and who will act as the mediator or arbitrator
• Describe the process of dispute resolution in detail, such as time frames, deadlines, and the decision-making process
• Once the methods of dispute resolution have been outlined, you can move on to the next step of establishing protocols for resolving conflicts.

Establishing protocols for resolving conflicts

• Define the process for resolving disputes, including how quickly the parties must respond to requests for resolution
• Decide how the parties will communicate during the resolution process
• Agree on the methods available for resolving disputes, including negotiation, mediation, and/or arbitration
• Identify the governing body that will handle any disputes arising from the agreement
• When all parties are in agreement on the above points, check this off your list as complete

Documenting the agreement and signing off

• Prepare the agreement document including the contact details of both parties, the purpose of the agreement, the data to be transferred, the timeframe of the agreement and the security measures to be applied.
• Have both parties review and sign the agreement.
• Keep a copy of the agreement, signed by both parties, for future reference.
• Once the agreement has been signed and documented, you can move on to the next step - preparing the agreement documentation.

Preparing the agreement documentation

• Identify the parties involved in the agreement and the purpose of the data transfer
• Define the scope of the data transfer, including what data will be transferred, and between which parties
• Identify any applicable laws or regulations that must be followed for the data transfer
• Agree on the duration of the data transfer
• Outline any security measures that must be taken to ensure data protection
• Outline terms for how data will be used and stored
• Outline terms for data ownership and use rights
• Record any additional terms and conditions

When you have completed the preparation of the agreement documentation, you can check it off your list and move on to the next step of executing the agreement and signing off.

Executing the agreement and signing off

• Invite both parties to sign the agreement and collect their signatures
• Ensure that both parties understand the terms and conditions of the agreement
• Assemble a copy of the agreement with both parties’ signatures
• Securely store the signed agreement in a safe place
• Deliver a copy of the signed agreement to the other party
• Check off this step as complete and move on to the next step in the guide

FAQ

Q: What is a Data Transfer Agreement (DTA)?

Asked by Logan on January 25th, 2022.
A: A Data Transfer Agreement (DTA) is a contract between two parties which determines how data will be exchanged and stored. It is designed to protect the privacy of both parties, ensuring that data which is transferred is kept secure, and that the rights and responsibilities of both parties are outlined in the contract.

Q: Do I need a DTA for my business?

Asked by Emma on May 21st, 2022.
A: It depends on your business model, industry and sector. If you are dealing with any kind of personal data, then you should strongly consider having a DTA in place. This could include customer data, employee data or any other kind of sensitive information. It is important to note that different jurisdictions may have different regulations around the storage and transfer of personal data, so you should always consult local laws before deciding whether or not you need a DTA in place.

Q: What should I include in my DTA?

Asked by Noah on August 8th, 2022.
A: A comprehensive Data Transfer Agreement should include details such as the types of data which are being transferred, how the data will be used and stored, who will have access to the data, how long the data will be stored for and how it will be securely destroyed when it is no longer required. You may also want to include details about GDPR compliance or other local laws if applicable.

Q: How do I create a legally binding DTA?

Asked by Ava on November 4th, 2022.
A: In order to create a legally binding Data Transfer Agreement, you must ensure that all parties involved are aware of the contents of the agreement and have signed it in agreement. The agreement should also outline what each party’s responsibilities are under the agreement and how any disputes will be resolved if necessary. You may also need to register your DTA with an appropriate governing body in order for it to be legally binding.

Q: What happens if either party breaches a DTA?

Asked by Liam on March 15th, 2022.
A: If either party breaches the terms of the Data Transfer Agreement, then this could result in serious legal consequences depending on the nature of the breach and local laws surrounding data privacy and protection. It is important to ensure that both parties understand their responsibilities under the agreement and that they abide by them at all times in order to avoid any potential legal action taking place.

Q: What should I do if I need to update my DTA?

Asked by Olivia on June 30th, 2022.
A: If you need to update your Data Transfer Agreement for any reason, then it is important to make sure that all parties involved are aware of the changes and sign off on them before they come into effect. This ensures that everyone involved is aware of their responsibilities under the new terms of the agreement and can adjust their processes accordingly before any changes take place.

Q: Is there any difference between a UK DTA and one from other jurisdictions (e.g USA or EU)?

Asked by William on September 16th, 2022.
A: Yes, there can be differences between Data Transfer Agreements from different jurisdictions depending on local laws around privacy and data protection as well as any industry-specific regulations which might apply. It is important to research local laws before drafting your DTA in order to ensure that it complies with all relevant regulations as well as meeting your specific needs as a business or organisation.

Q: What additional security measures should I consider when creating a DTA?

Asked by Isabella on December 22nd, 2022.
A: When creating your Data Transfer Agreement it is important to consider additional security measures which can be put in place in order to protect both parties involved in the transfer of data. This could include technologies such as encryption or authentication protocols as well as measures such as setting up access controls or regular security audits in order to ensure that all data remains secure throughout its lifecycle.

Q: What happens if there are changes to local laws regarding data privacy?

Asked by James on April 5th, 2022.
A: If there are changes made to local laws regarding data privacy then you may need to update your Data Transfer Agreement accordingly in order for it to comply with new regulations or standards which may have been introduced since its original creation date. It is important to keep up-to-date with changes in regulations so that you can ensure that your DTA remains compliant at all times and does not leave either party open to potential legal action due to non-compliance with relevant laws.

Q: Are there any special considerations I should make when creating a SaaS (Software as a Service) DTA? Asked by Abigail on July 18th, 2022.

A: Yes, when creating a Data Transfer Agreement for software as a service (SaaS), there are certain additional considerations which should be taken into account due to the nature of SaaS products and services being delivered over an online platform rather than through traditional means such as physical hardware or software installations on customer premises. These considerations include agreeing upon who owns and manages customer data within SaaS applications as well as outlining who has access rights within these applications and how they can be managed securely over time.

Example dispute

Suit for Breach of Data Transfer Agreement

• Plaintiff alleges that the defendant failed to adhere to the terms of the data transfer agreement.
• Plaintiff provides evidence that the defendant failed to keep the data safe, secure, and confidential in accordance with the agreement.
• Plaintiff may seek to recover damages for any losses or harm caused by the breach of the agreement.
• The plaintiff may also seek an injunction requiring the defendant to comply with the agreement in the future.
• The court may also award punitive damages if the defendant acted intentionally or recklessly.
• Settlement may be reached through negotiation or mediation if both parties are willing.
• If damages are awarded in court, they can be calculated based on the amount of harm caused by the breach and the amount of money saved by the defendant as a result of the breach.

Templates available (free to use)

Binding Corporate Rules On Personal Data Transfers To Other Companies From Uk To Outside Eea
Binding Corporate Rules On Personal Data Transfers To Same Group Companies From Uk To Outside Eea
Data Transfer Agreement
Standard Data Processing Agreement Uk Gdpr Dpa Non Eea Data Transfers

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