Data Outsourcing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Data Outsourcing Agreement

"I need a Data Outsourcing Agreement for my fintech startup to engage a cloud service provider for processing customer payment data, with specific provisions for international data transfers as the provider is based in the US, planned to start from March 2025."

Document background
The Data Outsourcing Agreement is essential when organizations need to engage external service providers for data processing activities while maintaining compliance with UK data protection laws. This contract type specifically addresses the requirements of the UK GDPR and Data Protection Act 2018, providing a framework for secure and compliant data processing operations. It is particularly relevant in today's digital economy where data processing is frequently outsourced to specialized service providers. The agreement covers crucial aspects such as security measures, data breach procedures, audit rights, and cross-border data transfers, all within the context of English and Welsh law.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including data protection terminology

4. Services: Detailed description of outsourced data processing activities and service provider obligations

5. Data Protection Obligations: Compliance requirements with UK GDPR, DPA 2018 and other applicable data protection laws

6. Security Requirements: Technical and organizational measures required for data security

7. Confidentiality: Protection of confidential information and data secrecy obligations

8. Liability and Indemnities: Allocation of risks, responsibilities and indemnification provisions

9. Term and Termination: Duration of agreement, termination rights and data handling upon termination

Optional Sections

1. International Data Transfers: Requirements and safeguards for cross-border data flows outside the UK

2. Industry-Specific Compliance: Additional regulatory requirements for specific sectors (financial services, healthcare, etc.)

3. Disaster Recovery: Business continuity and disaster recovery provisions for critical data services

Suggested Schedules

1. Processing Schedule: Detailed description of data processing activities, categories of data, and processing purposes

2. Security Schedule: Specific technical and organizational security measures to be implemented

3. Service Level Agreement: Performance metrics, service standards and reporting requirements

4. Sub-processor List: List of approved sub-processors and their roles in data processing

5. Data Transfer Mechanisms: Standard contractual clauses or other transfer safeguards for international data transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

UK GDPR: The UK General Data Protection Regulation - the primary legislation governing personal data processing in the UK post-Brexit, setting out principles for data protection and privacy

Data Protection Act 2018: The UK's implementation of data protection laws, complementing and working alongside the UK GDPR, providing specific data protection requirements and derogations

NIS Regulations 2018: Network and Information Systems Regulations governing cybersecurity requirements for essential services and digital service providers

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

Financial Services and Markets Act 2000: Key legislation for financial services sector, including requirements for data handling and outsourcing in financial institutions

FCA Regulations: Financial Conduct Authority regulations providing specific requirements for financial services firms, including operational resilience and outsourcing arrangements

EU GDPR Compliance: Consideration of EU General Data Protection Regulation requirements when dealing with EU resident data subjects or cross-border data transfers

International Data Transfer Requirements: Rules and requirements governing the transfer of personal data outside the UK, including adequacy decisions and appropriate safeguards

Contract Law Principles: Common law principles governing contract formation, interpretation, and enforcement under English and Welsh law

Confidentiality Obligations: Common law and statutory requirements regarding confidentiality and protection of sensitive information

ISO 27001: International standard for information security management, often required in data outsourcing arrangements

ICO Guidance: Guidelines and recommendations from the Information Commissioner's Office on data protection and privacy compliance

EDPB Guidelines: European Data Protection Board guidelines providing interpretation and guidance on data protection requirements

Cybersecurity Requirements: Technical and organizational measures required to ensure security of processed data, including breach notification obligations

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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