Data Sharing Agreement Controller To Processor Template for England and Wales

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Key Requirements PROMPT example:

Data Sharing Agreement Controller To Processor

"I need a Data Sharing Agreement Controller To Processor for my UK-based software company to engage a cloud storage provider, with specific provisions for international transfers to the US and sub-processor appointments, to be effective from March 2025."

Document background
This Data Sharing Agreement Controller To Processor is designed for use when an organization (the controller) needs to engage another organization (the processor) to process personal data on its behalf. The agreement is essential for compliance with UK data protection laws, particularly the UK GDPR and Data Protection Act 2018. It should be used whenever there is a controller-processor relationship involving personal data processing in England and Wales. The document covers essential elements including security measures, data breach procedures, processor obligations, and data handling requirements.
Suggested Sections

1. Parties: Identification of the Controller and Processor, including registered addresses and company numbers

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement including GDPR-specific definitions

4. Processor Obligations: Core obligations under Article 28 GDPR including processing only on documented instructions

5. Security Measures: Specific security requirements under Article 32 including technical and organizational measures

6. Data Breach Procedures: Process for handling and reporting data breaches including timelines and responsibilities

7. Term and Termination: Duration of agreement and termination provisions including immediate termination rights

8. Return/Destruction of Data: Procedures for data handling upon termination including certification of destruction

Optional Sections

1. International Transfers: Required if data will be transferred outside the UK, including appropriate safeguard mechanisms

2. Sub-processing: Terms for appointment and oversight of sub-processors, including prior authorization requirements

3. Special Category Data: Additional safeguards and requirements for processing sensitive personal data

Suggested Schedules

1. Schedule 1: Processing Activities: Details of data processing activities, including types of data, purposes, and duration

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

3. Schedule 3: Approved Sub-processors: List of pre-approved sub-processors and their processing activities

4. Schedule 4: Transfer Mechanisms: Details of international transfer mechanisms and safeguards

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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

UK GDPR: UK General Data Protection Regulation - Primary legislation governing data protection in the UK post-Brexit, setting out fundamental principles for data processing, including specific requirements for controller-processor relationships under Article 28 and security measures under Article 32

DPA 2018: Data Protection Act 2018 - The UK's implementation of data protection legislation, including specific provisions for special category data processing under Schedule 1

PECR: Privacy and Electronic Communications Regulations 2003 - Specific rules for privacy and electronic communications, complementing general data protection laws

Common Law Duty of Confidentiality: Legal principle under English and Welsh common law requiring maintenance of confidentiality where information is shared in circumstances implying an obligation of confidence

English and Welsh Contract Law: General principles of contract law that govern the formation and enforcement of agreements under the jurisdiction of England and Wales

Freedom of Information Act 2000: Legislation governing public access to information held by public authorities, relevant when public sector bodies are involved in data sharing

ICO Controller-Processor Guidance: Regulatory guidance from the Information Commissioner's Office specifically addressing requirements and best practices for controller-processor relationships

ICO Data Sharing Guidance: Regulatory guidance from the Information Commissioner's Office on best practices and requirements for data sharing agreements

EDPB Guidelines: European Data Protection Board guidelines which, while not binding post-Brexit, remain influential in UK data protection practice and interpretation

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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