Order Data Processing Agreement Template for Germany

An Order Data Processing Agreement is required under Article 28 of the GDPR and German data protection law whenever a company (data controller) engages another party (data processor) to process personal data on its behalf. This agreement is essential for ensuring GDPR and BDSG compliance, protecting data subjects' rights, and clearly defining the responsibilities of both parties. The document must include specific provisions about processing instructions, security measures, confidentiality obligations, and assistance requirements. It's particularly important in the German context due to strict national data protection requirements and regulatory oversight. The agreement should be in place before any data processing begins and must be updated if there are significant changes to the processing activities.

1. Parties: Identification of the controller (data owner) and processor (service provider), including full legal names and registered addresses

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

3. Definitions: Key terms used in the agreement, including those from GDPR Article 4 and additional contract-specific terms

4. Subject Matter and Duration: Scope of processing, types of personal data, categories of data subjects, and duration of processing

5. Nature and Purpose of Processing: Detailed description of processing operations and legitimate purposes

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

7. Technical and Organizational Measures: Security measures implemented to ensure appropriate level of data protection

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

9. Data Subject Rights: Processor's obligations to assist controller in responding to data subject requests

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

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

12. Data Return and Deletion: Obligations regarding data handling upon termination of services

13. Liability and Indemnification: Allocation of responsibility and liability between parties

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

15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes