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Order Data Processing Agreement Template for England and Wales

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Key Requirements PROMPT example:

Order Data Processing Agreement

"I need an Order Data Processing Agreement for my UK-based software company that will be processing customer data for a large retail client, with specific provisions for cloud storage and automated data analysis, to be effective from March 2025."

Document background
The Order Data Processing Agreement is essential when an organization (data controller) engages another party (data processor) to process personal data on its behalf. This document, governed by English and Welsh law, is required under Article 28 of the UK GDPR and ensures compliance with data protection regulations. It details the scope of processing, security requirements, confidentiality obligations, and procedures for handling data subjects' rights. The agreement is particularly crucial in today's digital economy where data processing activities are often outsourced or handled by third-party service providers.
Suggested Sections

1. Parties: Identification of the data controller and data processor

2. Background: Context of the processing relationship and purpose of the agreement

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

4. Scope and Purpose of Processing: Detailed description of what data will be processed and why

5. Duration: Term of the processing agreement

6. Obligations of the Processor: Core responsibilities and commitments of the data processor

7. Security Measures: Technical and organizational measures for data protection

8. Sub-processing: Rules and procedures for engaging sub-processors

9. Data Subject Rights: Procedures for handling data subject requests

10. Breach Notification: Procedures for handling and reporting data breaches

Optional Sections

1. International Transfers: Required when data may be transferred outside the UK

2. Special Categories of Data: Additional safeguards for sensitive data

3. Audit Rights: Controller's rights to audit processor's compliance

Suggested Schedules

1. Description of Processing Activities: Detailed breakdown of processing activities, including data categories and purposes

2. Technical and Organizational Measures: Detailed security measures and controls implemented by the processor

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

4. Transfer Mechanisms: Details of international transfer safeguards if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




























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Industries

UK GDPR: Primary legislation governing data protection in the UK post-Brexit, setting out fundamental principles for data processing, rights of data subjects, and obligations of data controllers and processors

Data Protection Act 2018: The UK's implementation of data protection laws, working alongside UK GDPR to provide a comprehensive data protection framework

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

EU GDPR Compliance: Consideration needed for cross-border data processing with EU countries, ensuring compliance with EU data protection standards

ICO Guidance: Guidelines and codes of practice from the Information Commissioner's Office, the UK's data protection authority

EDPB Guidelines: European Data Protection Board guidelines which, while not binding in the UK, remain influential for data protection practices

Article 28 UK GDPR: Specific requirements for data processing agreements, including mandatory contractual terms between controllers and processors

Article 32 UK GDPR: Security requirements for data processing, including technical and organizational measures

Articles 44-50 UK GDPR: Requirements for international data transfers, including adequate safeguards and transfer mechanisms

DPA 2018 Schedule 1: Special conditions for processing special category data and criminal convictions data

Industry Standards: Relevant sector-specific regulations, standards, and best practices that may apply to the data processing activities

ISO 27001: International standard for information security management, often referenced in data processing agreements as a security benchmark

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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