Third Party Data Processing Agreement Template for United Arab Emirates

The Third Party Data Processing Agreement is essential for organizations operating in the UAE that engage external parties to process personal data on their behalf. This agreement is required under UAE Federal Decree Law No. 45 of 2021 and its Executive Regulations when a company (controller) outsources any processing of personal data to a service provider (processor). The document establishes clear responsibilities and obligations for data protection, covering crucial aspects such as security measures, breach notifications, cross-border transfers, and compliance with UAE data protection requirements. It becomes particularly important when handling sensitive data or when processing activities involve multiple jurisdictions, including UAE free zones such as DIFC and ADGM. The agreement serves as a critical compliance tool and risk management instrument, ensuring all parties understand and commit to their data protection obligations under UAE law.

1. Parties: Identification of the data controller and data processor, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and purpose of data processing activities

3. Definitions: Definitions of key terms used in the agreement, aligned with UAE Federal Decree Law No. 45 definitions

4. Scope and Purpose of Processing: Detailed description of the authorized data processing activities and their specific purposes

5. Duration of Processing: Timeframe for the data processing activities and conditions for termination

6. Nature and Categories of Personal Data: Specification of personal data types to be processed and categories of data subjects

7. Obligations of the Data Processor: Processor's key responsibilities including confidentiality, security measures, and compliance requirements

8. Obligations of the Data Controller: Controller's responsibilities including lawful basis for processing and instructions to processor

9. Sub-processing: Conditions and requirements for engaging sub-processors

10. Data Security Measures: Technical and organizational security measures required under UAE law

11. Data Breach Notification: Procedures and timeframes for reporting data breaches

12. Cross-border Data Transfers: Rules and safeguards for international data transfers in compliance with UAE requirements

13. Audit Rights: Controller's rights to audit processor's compliance and processor's obligations to demonstrate compliance

14. Liability and Indemnification: Allocation of liability and indemnification obligations between parties

15. Termination: Conditions for termination and obligations upon termination including data deletion or return