[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-data-processing-agreement-D13954":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject",null,"Data Processing Agreement","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":15,"description":6},"data processing agreement",[17,20],{"label":18,"url":19},"Finance & Accounting","/templates/finance-accounting/",{"label":21,"url":22},"Shareholders & Investors","/templates/shareholders-investors/","Data Processing Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13954.png","https://templates.business-in-a-box.com/imgs/600px/13954.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Terms & Warranties","/templates/terms-and-warranties/",[39,43,47,51,55,59,63,67,71,75,79,83,87,102,115,129,147,160],{"label":40,"url":41,"thumb":42,"extension":10},"Confidentiality Agreement (Data Processing Services)","/template/confidentiality-agreement-data-processing-services-D948","https://templates.business-in-a-box.com/imgs/250px/948.png",{"label":44,"url":45,"thumb":46,"extension":10},"How to Steps for Data Processing","/template/how-to-steps-for-data-processing-D12602","https://templates.business-in-a-box.com/imgs/250px/12602.png",{"label":48,"url":49,"thumb":50,"extension":10},"Data Protection Agreement","/template/data-protection-agreement-D13652","https://templates.business-in-a-box.com/imgs/250px/13652.png",{"label":52,"url":53,"thumb":54,"extension":10},"Data Sharing Agreement","/template/data-sharing-agreement-D13514","https://templates.business-in-a-box.com/imgs/250px/13514.png",{"label":56,"url":57,"thumb":58,"extension":10},"Data License Agreement","/template/data-license-agreement-D13952","https://templates.business-in-a-box.com/imgs/250px/13952.png",{"label":60,"url":61,"thumb":62,"extension":10},"Data Classification Policy","/template/data-classification-policy-D13828","https://templates.business-in-a-box.com/imgs/250px/13828.png",{"label":64,"url":65,"thumb":66,"extension":10},"Data Management Policy","/template/data-management-policy-D13953","https://templates.business-in-a-box.com/imgs/250px/13953.png",{"label":68,"url":69,"thumb":70,"extension":10},"Data Privacy Policy","/template/data-privacy-policy-D13465","https://templates.business-in-a-box.com/imgs/250px/13465.png",{"label":72,"url":73,"thumb":74,"extension":10},"Data Governance Policy","/template/data-governance-policy-D13829","https://templates.business-in-a-box.com/imgs/250px/13829.png",{"label":76,"url":77,"thumb":78,"extension":10},"Data Security Policy","/template/data-security-policy-D12735","https://templates.business-in-a-box.com/imgs/250px/12735.png",{"label":80,"url":81,"thumb":82,"extension":10},"Data Retention Policy","/template/data-retention-policy-D13955","https://templates.business-in-a-box.com/imgs/250px/13955.png",{"label":84,"url":85,"thumb":86,"extension":10},"Customer Data Protection Policy","/template/customer-data-protection-policy-D13645","https://templates.business-in-a-box.com/imgs/250px/13645.png",{"description":88,"descriptionCustom":6,"label":89,"pages":8,"size":9,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":101},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":94,"description":6},"non disclosure agreement nda",[96,98],{"label":33,"url":97},"business-legal-agreements",{"label":99,"url":100},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":110,"description":6},"service agreement",[112,113],{"label":33,"url":97},{"label":33,"url":97},"/template/service-agreement-D12711",{"description":116,"descriptionCustom":6,"label":117,"pages":105,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":127,"url":128},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[124],{"label":125,"url":126},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":9,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":146},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":137,"description":6},"employment agreement_at will employee",[139,142,145],{"label":140,"url":141},"Human Resources","human-resources",{"label":143,"url":144},"Hire an Employee","hire-employee",{"label":33,"url":97},"/template/employment-agreement_at-will-employee-D541",{"description":148,"descriptionCustom":6,"label":149,"pages":132,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":158,"url":159},"WEBSITE TERMS AND CONDITIONS Welcome to [WEBSITE NAME], (hereinafter referred to as the \"Website\", \"We,\" \"Us,\" or \"Our\"), owned and operated by [COMPANY NAME] (hereinafter referred to as \"the Company\") with its registered office located at [THE COMPANY'S COMPLETE ADDRESS]. The Website is offered to You conditioned on Your acceptance without modification of the Terms, Conditions, and notices contained herein (the \"Terms\"). INTRODUCTION Our Website is a Platform (hereinafter referred to as \"Platform\") where [SPECIFY THE PURPOSE OF WEBSITE]. The Users of the Website shall be referred to as \"You,\" \"Your,\" or \"Users.\" By clicking on the \"Accept\" button at the end of the Agreement acceptance form, Users agree to be bound by the Terms and Conditions of this Agreement. Please read this entire Agreement carefully before accepting its Terms. When You undertake any activity on the Website, You agree to accept these Terms and Conditions. In using this Website, You are deemed to have read and agreed to the following Terms and Conditions set forth herein. Any incidental documents and links mentioned shall be accepted jointly with these Terms. You agree to use the Website only in strict interpretation and acceptance of these Terms, and any actions or commitments made without regard to these Terms shall be at Your own risk. These Terms and Conditions form part of the Agreement between the Users and Us. By accessing this Website, and/or undertaking to perform a Service provided by Us indicates Your understanding, agreement to and acceptance of the disclaimer notice and the full Terms and Conditions contained herein. ELIGIBILITY OF THE USER You may use the Service only if You are at least eighteen (18) years of age and can form a binding contract with Us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Unauthorized Users are strictly prohibited from accessing or attempting to access, directly or indirectly, the Platform. Any such unauthorized use is strictly forbidden and shall constitute a violation of applicable state and local laws. Our Website may, in its sole discretion, refuse to offer access to or use of the Platform to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions. SERVICES OFFERED BY THE PLATFORM We provide the Users with a Platform to [SPECIFY THE SERVICES]. YOU AGREE AND CONFIRM That You will use the Services provided by Our Platform, its affiliates and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using the Platform. That You will provide authentic and true information in all instances where such information is requested of You. We reserve the right to confirm and validate the information and other details provided by You at any point in time. If upon confirmation Your details are found not to be true (wholly or partly), We have the right in Our sole discretion to reject the registration and debar You from using the Services of Our Platform and/or other affiliated websites without prior intimation whatsoever. That You are accessing the Services available on this Website and transacting at Your sole risk and are using Your best and prudent judgment before entering into any dealings through this Platform. It is possible that the other Users (including unauthorized/unregistered users or \"hackers\") may post or transmit offensive or obscene materials on the Platform and that You may be involuntarily exposed to such offensive and obscene materials. It also is possible for others to obtain personal information about You due to Your use of the Platform, and that the recipient may use such information to harass or injure You. We do not approve of such unauthorized uses, but by using the Platform, You acknowledge and agree that We are not responsible for the use of any personal information that You publicly disclose or share with others on the Platform. Please carefully select the type of information that You publicly disclose or share with others on the Platform. You agree to not post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information or description/image/text/graphic of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national, or international law. You agree to not post or transmit any information, software, or other material which violates or infringes the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder. You agree to not alter, damage or delete any Content or other communications that are not Your own Content or to otherwise interfere with the ability of others to access Our Platform. You agree to indemnify and keep indemnified the Company from all claims/losses (including advocates' fees for defending/prosecuting any case) that may arise against the Company due to acts/omission on the part of the User. WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF USER The User warrants and represents that all obligations narrated under this Agreement are legal, valid, binding and enforceable in law against the User. The User agrees that there are no proceedings pending against the User, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement. The User agrees that it shall, at all times, ensure compliance with all the requirements applicable to its business and for the purposes of this Agreement including but not limited to intellectual property rights, value-added tax, excise and import duties, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities. The User agrees that it has adequate rights under relevant laws including but not limited to various intellectual property legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/infringed any intellectual property rights of any third party. The User agrees that appropriate disclaimers and Terms of use on the Company's Website shall be placed by the Company. INTELLECTUAL PROPERTY RIGHTS The User expressly authorizes the Company to use its trademarks/copyrights/designs/logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the Platform and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademarks/logos in the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party's trademarks and/or logos. The Company's Website and other Platforms, and the information and materials that it contains, are the property of the Company and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. All the Company's product names and logos are trademarks or registered trademarks","Website Terms and Conditions","https://templates.business-in-a-box.com/imgs/1000px/website-terms-and-conditions-D13193.png","https://templates.business-in-a-box.com/imgs/250px/13193.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13193.xml",{"title":154,"description":6},"website terms and conditions",[156,157],{"label":33,"url":97},{"label":33,"url":97},"website terms conditions","/template/website-terms-and-conditions-D13193",{"description":161,"descriptionCustom":6,"label":162,"pages":105,"size":9,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":171},"SAAS SERVICE LEVEL AGREEMENT This SaaS Service Level Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Service Recipient\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider is engaged in the business of providing certain cloud based services, as more specifically described in Scope of Services of the present Agreement; WHEREAS, the Service Recipient wishes to receive the services being provided by the Service Provider; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS \"Incident\" means any set of circumstances resulting in a failure to meet a Service Level. \"Service\" or \"Services\" refers to the Service provided to the Service Recipient pursuant to the proposal/contract. \"Service Credit\" is the percentage of the monthly Service fees for the Service that is credited to the Service Recipient for a Service Level not met pursuant to this SSLA. \"Confidential Information\" shall mean and include any document the \"Disclosing Party\" marks as Confidential; any information designated as Confidential. \"Documentation\" shall mean and include all the Documents, Forms, Order Forms, Payment Schedule, Service Schedule, and such other documents made available by the parties to each other to facilitate the performance of services. \"Downtime\" is defined as any period when users are unable to access the Service Provider's sites for which they have appropriate permissions. The ability to access the Service Provider's sites is determined by automated monitoring that attempts to access the Service Provider's sites every minute supplemented by server logs. Downtime does not include the period when the Service is not available as a result of: (a) Scheduled Downtime or scheduled network, hardware, or Service maintenance or upgrades; or (b) the acts or omissions of the Service Recipient or the Service Recipient's employees, agents, contractors, or vendors, or anyone gaining access to Service Provider's network by means of the Service Recipient's passwords or equipment; or (c) Service Recipient requested changes. \"Scheduled Downtime\" is defined as: (a) Downtime within pre-established maintenance windows; Service Recipient specific updates/customization; general upgrades to firmware; or (b) Downtime during major version upgrade. Scheduled Downtime is not considered Downtime for purposes of this Agreement. \"Specification Target\" shall mean the time targets within which the Service Provider shall down the servers for the maintenance of the services or for fixing any errors. \"Response Time\" is the time that the Service Provider shall take to acknowledge the call or email of the Service Recipient, advising them of a problem. \"Resolution Time\" is the time that the Service Provider shall take to fix the problem. TERM OF THE AGREEMENT The present Agreement shall commence from the effective date mentioned hereof and shall continue to be in force for a period of ___________ years unless terminated earlier in accordance with any of provisions of the present Agreement. At the expiration of the stipulated term, the Agreement may be renewed at the option and consent of both the parties. SCOPE OF SERVICES The Service Provider shall provide such services as mentioned in \"Exhibit A\" attached to the present Agreement. REPRESENTATIONS BY THE SERVICE RECIPIENT Service Availability The Service Availability shall be on the basis of the following: [SERVICE NAME, AVAILABILITY PERIOD, MAINTENANCE TIME ETC.] Service Maintenance The Service Maintenance shall be performed on the basis of the following schedule: [SERVICE MAINTENANCE SCHEDULE] Service Level The Service Recipient shall be provided with the support as per the defined levels in the following table: Level Overview Qualifying Conditions Support Type Priority P1: (Critical) Priority P2: (High) Priority P3: (Medium) Priority P4: (Low) Response Time and Resolution Time The Response time for Critical and High Priority Levels shall be 4 hours, 8 hours for Medium Priority, and within 2 business days for Low Priority. WARRANTIES BY SERVICE PROVIDER The Service Provider warrants as follows: It shall perform its services and the roles and duties under the present Agreement diligently. It shall not directly or indirectly solicit the clients or employees of the Service Recipient. It shall observe the terms of the Agreement in good faith. It has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement. WARRANTIES BY SERVICE RECIPIENT The Service Recipient warrants as follows: It shall provide all reasonable assistance to the Service Provider to facilitate the performance of services by the Service Provider. It shall release the payment to the Service Provider on time. It shall provide accurate information that the Service Provider requires for the performance of its services. CONFIDENTIAL INFORMATION Each and any party (\"Disclosing Party\") may disclose or grant to any other party (\"Receiving Party\") access to information that the Disclosing Party considers confidential or proprietary (\"Confidential Information\"). Confidential Information, as used in this Agreement, shall mean any information or data which, (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential. A Disclosing Party's Confidential Information shall not include information that (a) is or becomes part of the public domain through no act or omission of a Receiving Party, (b) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party. (c) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use the Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a transaction. Without limiting the generality of the foregoing, the Receiving Party shall not disclose Confidential Information of the Disclosing Party to any of the Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties' discussions regarding, or performance of, a transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party","SaaS Service Level Agreement","https://templates.business-in-a-box.com/imgs/1000px/saas-service-level-agreement-D12859.png","https://templates.business-in-a-box.com/imgs/250px/12859.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12859.xml",{"title":167,"description":6},"saas service level agreement",[169,170],{"label":33,"url":97},{"label":33,"url":97},"/template/saas-service-level-agreement-D12859",false,{"seo":174,"reviewer":186,"quick_facts":190,"at_a_glance":193,"personas":197,"variants":222,"glossary":249,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":507,"classification":508},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Data Processing Agreement Template (Free Word)","Free data processing agreement template for GDPR, CCPA, and global compliance. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries. Free Word and PDF download.","data processing agreement template",[179,180,181,182,183,184,185],"data processing agreement gdpr","dpa template","data processor agreement template","data processing contract template","gdpr data processing agreement","data processing agreement free download","controller processor agreement template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":192,"signature_required":192},"advanced",true,{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Data Processing Agreement (DPA) is a legally binding contract between a data controller — the business that determines the purpose of data processing — and a data processor — the vendor or service provider that handles personal data on the controller's behalf. This free Word download gives you a structured, compliance-ready starting point covering lawful basis, data scope, processor obligations, sub-processor rules, security measures, and breach notification — ready to edit online and export as PDF.\n","Execute a DPA before any vendor, SaaS platform, or contractor processes personal data on your behalf — payroll providers, cloud hosting services, email marketing tools, CRMs, and analytics platforms all trigger this requirement. Under GDPR Article 28, a written DPA is mandatory whenever a controller engages a processor; CCPA, PIPEDA, and similar frameworks impose comparable contractual obligations.\n","The template covers the defined roles of controller and processor, the categories and scope of personal data involved, the processor's instructions-only obligation, sub-processor authorization and flow-down requirements, technical and organizational security measures, data subject rights assistance, breach notification timelines, data return and deletion on termination, audit rights, and governing law.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"SaaS founders and product teams","Executing DPAs with enterprise customers who require GDPR Article 28 compliance before signing","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"Privacy and compliance officers","Standardizing DPA language across a vendor portfolio to reduce compliance gaps","persona-compliance-officer",{"title":207,"use_case":208,"icon_asset_id":209},"Small business owners","Satisfying DPA requirements when using third-party tools that touch customer personal data","persona-small-business-owner",{"title":211,"use_case":212,"icon_asset_id":213},"IT and security managers","Documenting technical and organizational security measures agreed with each data processor","persona-it-manager",{"title":215,"use_case":216,"icon_asset_id":217},"Legal counsel and law firms","Providing clients with a standard DPA baseline to accelerate vendor onboarding negotiations","persona-legal-counsel",{"title":219,"use_case":220,"icon_asset_id":221},"HR and payroll administrators","Putting a written DPA in place with payroll processors and background-check providers handling employee data","persona-hr-manager",[223,227,231,234,238,241,245],{"situation":224,"recommended_template":225,"slug":226},"Processing EU/EEA personal data under GDPR","GDPR Data Processing Agreement","data-processing-agreement-D13954",{"situation":228,"recommended_template":229,"slug":230},"Transferring personal data outside the EU to a third country","Standard Contractual Clauses (SCCs)","earnout-clauses-agreement-D329",{"situation":232,"recommended_template":233,"slug":226},"California consumer data regulated under CCPA/CPRA","CCPA Data Processing Addendum",{"situation":235,"recommended_template":236,"slug":237},"Two controllers jointly determining processing purposes","Joint Controller Agreement","joint-venture-agreement-D889",{"situation":239,"recommended_template":52,"slug":240},"Sharing personal data between two organizations for a specific purpose","data-sharing-agreement-D13514",{"situation":242,"recommended_template":243,"slug":244},"Engaging a sub-processor downstream of the main processor","Sub-Processor Agreement","consent-to-sub-license-D866",{"situation":246,"recommended_template":247,"slug":248},"Comprehensive privacy program documentation including DPA","Privacy Policy Template","data-privacy-policy-D13465",[250,253,256,259,262,265,268,271,274,276,279,282],{"term":251,"definition":252},"Data Controller","The natural or legal person that determines the purposes and means of processing personal data — typically the business engaging a vendor.",{"term":254,"definition":255},"Data Processor","A third party that processes personal data exclusively on behalf of and under the documented instructions of the data controller.",{"term":257,"definition":258},"Personal Data","Any information relating to an identified or identifiable natural person — including names, email addresses, IP addresses, and device identifiers.",{"term":260,"definition":261},"Processing","Any operation performed on personal data, including collection, storage, use, transfer, alteration, and deletion.",{"term":263,"definition":264},"Sub-Processor","A third party engaged by the data processor to carry out specific processing activities on the controller's personal data.",{"term":266,"definition":267},"Technical and Organizational Measures (TOMs)","The specific security controls — encryption, access controls, pseudonymization, backup procedures — that the processor implements to protect personal data.",{"term":269,"definition":270},"Data Subject","The living individual whose personal data is being processed — a customer, employee, website visitor, or other natural person.",{"term":272,"definition":273},"Data Breach","A security incident that results in accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data.",{"term":229,"definition":275},"Pre-approved contractual terms issued by the European Commission that enable lawful transfer of personal data from the EU to third countries.",{"term":277,"definition":278},"GDPR Article 28","The GDPR provision that mandates a binding written contract between every controller and processor, specifying the processor's obligations and the controller's rights.",{"term":280,"definition":281},"Data Protection Impact Assessment (DPIA)","A structured analysis required before high-risk processing activities that evaluates privacy risks and the measures taken to mitigate them.",{"term":283,"definition":284},"Pseudonymization","Processing personal data in a way that it can no longer be attributed to a specific individual without additional information held separately and securely.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Definitions and scope","Sets out the precise meaning of controller, processor, personal data, and processing as used in the agreement, and identifies the subject matter, duration, nature, and purpose of the processing.","In this Agreement, 'Personal Data', 'Controller', 'Processor', and 'Processing' have the meanings given in [APPLICABLE REGULATION]. The Processor shall process Personal Data only as described in Annex 1 (Subject Matter, Duration, Nature, Purpose, and Data Categories) on behalf of the Controller.","Copying GDPR definitions without updating them to reflect the applicable regulation in the governing jurisdiction — leaving the DPA ambiguous for US-state-law or Canadian-law processing.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Controller instructions","Establishes that the processor may only process personal data on documented instructions from the controller — and must alert the controller if it believes an instruction would violate applicable law.","Processor shall process Personal Data only on documented instructions from Controller, including with regard to transfers, unless required to do so by applicable law. Processor shall immediately inform Controller if, in its opinion, an instruction infringes applicable data protection law.","Allowing the processor to process data for its own purposes or analytics without a separate lawful basis — this transforms the processor into a controller and voids the DPA's legal structure.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Confidentiality of processing","Requires the processor to ensure that all personnel authorized to process personal data are bound by a confidentiality obligation, whether contractual or statutory.","Processor shall ensure that persons authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.","Omitting confidentiality obligations for contractor or temporary staff who access personal data — creating a gap that regulators treat as a failure of organizational security measures.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Technical and organizational security measures","Specifies the security controls the processor must maintain to protect personal data, calibrated to the risk of the processing — encryption, access controls, pseudonymization, backup, and incident response procedures.","Processor shall implement and maintain the technical and organizational measures set out in Annex 2, including at minimum: [encryption in transit and at rest using AES-256], [role-based access controls], [annual penetration testing], and [a documented incident response plan].","Referencing TOMs only in a vague annex placeholder without specifying actual controls — regulators and enterprise customers will reject a DPA that says 'appropriate security' without enumerated measures.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Sub-processor authorization and flow-down","Sets the conditions under which the processor may engage sub-processors — general or specific written authorization — and requires the processor to flow down equivalent DPA obligations to each sub-processor.","Processor shall not engage any sub-processor without prior [specific / general] written authorization from Controller. Where general authorization is granted, Processor shall notify Controller of any intended sub-processor changes, giving Controller the opportunity to object. Processor shall impose equivalent data protection obligations on each sub-processor.","Granting general authorization for sub-processors without a notification and objection mechanism — this prevents the controller from maintaining actual oversight of the sub-processing chain.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Data subject rights assistance","Obligates the processor to assist the controller in responding to data subjects exercising their rights — access, rectification, erasure, restriction, portability, and objection — within the controller's legal deadlines.","Processor shall, taking into account the nature of the processing, assist Controller by implementing appropriate technical and organizational measures to fulfill Controller's obligation to respond to requests for exercising data subjects' rights under [APPLICABLE REGULATION] within [30] days of receipt.","Setting no timeframe for the processor's assistance obligation — if the controller faces a 30-day regulatory deadline, a processor that takes 25 days to acknowledge a request causes a breach of the controller's statutory obligation.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Data breach notification","Requires the processor to notify the controller of a personal data breach without undue delay — and within a specified maximum period — and to provide the information needed for the controller to fulfill its own regulatory notification obligations.","Processor shall notify Controller of a Personal Data Breach without undue delay and, where feasible, not later than [48] hours after becoming aware of it. The notification shall include the information specified in Annex 3, to the extent available at the time of notification.","Setting the notification window at 72 hours or longer — GDPR requires controllers to notify supervisory authorities within 72 hours, so a 72-hour processor notice window leaves the controller zero time to assess the incident before its own deadline runs.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Data return and deletion","Requires the processor to return or securely delete all personal data after the service relationship ends, and to certify deletion in writing to the controller.","Upon termination or expiry of this Agreement, Processor shall, at Controller's election, delete or return all Personal Data to Controller and delete existing copies, unless applicable law requires storage. Processor shall certify such deletion in writing within [30] days of the date of termination.","No deletion certification requirement — without it, controllers have no audit trail confirming that former processors actually purged the data, creating residual regulatory exposure.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Audit rights and cooperation","Grants the controller — or its designated auditor — the right to conduct audits or inspections of the processor's processing activities to verify compliance, and requires the processor to cooperate fully.","Processor shall make available to Controller all information necessary to demonstrate compliance with its obligations and shall allow for and contribute to audits, including inspections, conducted by Controller or an auditor mandated by Controller, on [30] days' prior written notice.","Granting only a right to review third-party audit reports (e.g., SOC 2) without preserving a direct audit right — some regulators and enterprise customers require the ability to conduct their own inspections and will reject a DPA that replaces this with a certification-only model.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and liability","Specifies which jurisdiction's law governs the DPA, where disputes are resolved, and how liability is allocated between controller and processor for data protection failures.","This Agreement is governed by the laws of [JURISDICTION]. Each party's liability under this Agreement shall be subject to the limitations and exclusions set out in the Master Services Agreement between the parties, except to the extent that applicable data protection law renders such limitations unenforceable.","Choosing a governing law that conflicts with where the data subjects are located or where the processor operates — several regulators assert jurisdiction regardless of the chosen law, making an inconsistent choice legally untested and commercially risky.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify and name the controller and processor","Enter the full registered legal entity names of both parties — not trade names or brand names. Confirm which party determines the purpose of processing (controller) and which acts only on instructions (processor).","If both parties independently determine processing purposes for any part of the data, you need a Joint Controller Agreement for that portion, not a DPA.",{"step":343,"title":344,"description":345,"tip":346},2,"Complete Annex 1 — processing details","Specify the subject matter, duration, nature, and purpose of the processing, along with the categories of personal data (e.g., names, email addresses, payment card data) and categories of data subjects (e.g., end customers, employees).","Be specific — 'customer data' is too vague to satisfy a regulatory audit. List the actual data fields your processor handles.",{"step":348,"title":349,"description":350,"tip":351},3,"Define the controller's documented instructions","State the permissible processing activities and any geographic restrictions explicitly. Include a clause requiring the processor to flag any instruction it believes would breach applicable law.","Attach your data flows diagram as a schedule — it clarifies the instruction scope and serves as evidence during regulatory inquiries.",{"step":353,"title":354,"description":355,"tip":356},4,"Complete Annex 2 — technical and organizational measures","List specific security controls: encryption standard (e.g., AES-256 in transit and at rest), access control model, backup frequency, penetration testing cadence, and incident response plan reference.","Request the processor's most recent SOC 2 Type II or ISO 27001 certificate and cross-reference its scope against the TOMs you list — gaps between the certificate and the DPA Annex are a common audit finding.",{"step":358,"title":359,"description":360,"tip":361},5,"Set sub-processor authorization and notification terms","Decide between specific authorization (naming each sub-processor) and general authorization (allowing new sub-processors with notice and objection rights). Require the processor to impose equivalent obligations on each sub-processor.","Ask the processor for its current sub-processor list before signing — surprises in the first notification after execution erode trust and slow the objection process.",{"step":363,"title":364,"description":365,"tip":366},6,"Configure breach notification timelines","Set the processor's notification deadline at 48 hours or less to give yourself buffer before your own 72-hour GDPR supervisory authority reporting deadline. Specify what information must be included in the notification.","Require a preliminary notification within 24 hours even if full details are unavailable — regulators accept staged notifications and penalize silence.",{"step":368,"title":369,"description":370,"tip":371},7,"Specify data return or deletion obligations","Choose whether the controller wants data returned or deleted on termination, set the processor's deadline for completing this (30 days is standard), and require written certification of deletion.","Include a data retention schedule in the annex — processors often retain backups beyond the standard deletion period; the schedule forces them to commit to a specific purge date.",{"step":373,"title":374,"description":375,"tip":376},8,"Sign before any personal data is transferred","Both authorized signatories must execute the DPA before the processor handles any personal data. File the signed DPA alongside the Master Services Agreement and update it whenever processing activities change materially.","Set a calendar reminder to review the DPA annually — regulatory changes, new data categories, and processor infrastructure changes can all trigger an amendment obligation.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Executing the DPA after processing has already started","GDPR Article 28 requires the DPA to be in place before processing begins. Retroactive execution exposes both parties to regulatory findings of unlawful processing covering the gap period — fines up to 2% of global annual turnover apply.","Make DPA execution a hard gate in vendor onboarding. No access to personal data systems should be provisioned until the signed DPA is filed.",{"mistake":383,"why_it_matters":384,"fix":385},"Vague or missing technical and organizational measures","A DPA that references 'industry-standard security' without specifying controls fails GDPR Article 28(3)(c) and provides no enforceable baseline if a breach occurs — regulators will treat the omission as evidence of inadequate due diligence.","Enumerate specific controls in Annex 2 — encryption standard, access control model, audit log retention period, and penetration testing frequency — and require the processor to notify you of material changes to these controls.",{"mistake":387,"why_it_matters":388,"fix":389},"No sub-processor notification and objection mechanism","Allowing sub-processors without a notice period prevents controllers from exercising their GDPR Article 28(2) right to object, creating a compliance gap and potential liability for downstream breaches by undisclosed sub-processors.","Include a clause requiring at least 30 days' written notice of any new sub-processor and granting the controller a documented objection right, with a defined process for resolving disputes.",{"mistake":391,"why_it_matters":392,"fix":393},"Setting processor breach notification at 72 hours","If the processor has 72 hours to notify the controller, and the controller has 72 hours to notify the supervisory authority, any processor delay — even by hours — puts the controller in breach of its own regulatory deadline.","Set the processor's notification deadline at 24–48 hours, require a preliminary notice even if full details are unknown, and include a list of the minimum information required in that first notification.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting a deletion certification requirement","Without written confirmation of deletion, controllers cannot demonstrate to regulators that they fulfilled their data minimization and storage limitation obligations after a vendor relationship ends — a common finding in post-termination audits.","Require the processor to deliver written certification of deletion within 30 days of termination, specifying the deletion method and confirming that all copies — including backups — have been purged or scheduled for purge.",{"mistake":399,"why_it_matters":400,"fix":401},"Replacing the direct audit right with a certification-only clause","Several EU supervisory authorities and enterprise procurement teams reject DPAs that limit the controller's audit right to reviewing third-party certifications. This model also fails to address scenarios where the certification scope does not cover the specific processing activities in the DPA.","Preserve a direct audit right exercisable on reasonable notice (30 days is standard), even if you also accept SOC 2 or ISO 27001 reports as a primary compliance mechanism.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a data processing agreement?","A data processing agreement (DPA) is a legally binding contract between a data controller and a data processor that governs how personal data is handled on the controller's behalf. It sets out the processor's obligations — to act only on instructions, maintain security, notify the controller of breaches, and delete data on termination — and preserves the controller's rights to audit and enforce compliance. Under GDPR Article 28, a written DPA is mandatory whenever a controller engages a processor; similar requirements apply under CCPA, PIPEDA, and other data protection frameworks.\n",{"question":407,"answer":408},"When do I need a data processing agreement?","You need a DPA any time a vendor or service provider processes personal data on your behalf rather than for its own purposes. Common triggers include engaging a SaaS CRM, payroll processor, cloud hosting provider, email marketing platform, analytics tool, or background-check service that handles your customers' or employees' personal data. The DPA must be executed before any personal data is transferred — retroactive execution does not cure the gap period under GDPR.\n",{"question":410,"answer":411},"What is the difference between a data controller and a data processor?","A data controller is the entity that determines why and how personal data is processed — typically your business. A data processor is a third party that handles personal data strictly on the controller's documented instructions, without independently determining the purpose or means of processing. The distinction matters because controllers and processors carry different legal obligations and liabilities under GDPR, CCPA, and comparable laws. If a vendor uses your data for its own analytics or advertising, it may be acting as a controller for that purpose — which requires a different legal basis than a DPA.\n",{"question":413,"answer":414},"Is a DPA required under GDPR?","Yes. GDPR Article 28 explicitly requires a binding written contract between every controller and processor covering the processor's obligations. Processing without a DPA in place is itself a violation of GDPR and can result in regulatory fines, even if no data breach has occurred. The contract must cover subject matter and duration, nature and purpose of processing, data categories, data subject categories, and the controller's rights and processor's obligations as specified in Article 28(3).\n",{"question":416,"answer":417},"Does a DPA need to be signed by both parties?","Yes. A DPA must be executed as a binding agreement between the controller and processor — both parties must sign, and the signing authority on each side must have the authorization to bind their respective organizations. Many SaaS vendors present DPAs as online click-through agreements; these are generally valid under GDPR where a clear acceptance mechanism exists, but a countersigned document is preferable for enterprise relationships and regulatory evidence.\n",{"question":419,"answer":420},"What is a sub-processor, and how should the DPA address it?","A sub-processor is a third party that the processor engages to carry out specific processing activities on the controller's personal data — for example, a cloud hosting provider used by a SaaS vendor. Under GDPR Article 28(2), the processor must obtain either specific or general written authorization from the controller before engaging a sub-processor. The DPA should require the processor to notify the controller of new sub-processors with sufficient advance notice (typically 30 days) to allow the controller to object, and to impose equivalent DPA obligations on every sub-processor it engages.\n",{"question":422,"answer":423},"What security measures should a DPA specify?","At minimum, the DPA's technical and organizational measures (TOMs) annex should cover encryption in transit and at rest (standard: AES-256), role-based access controls with multi-factor authentication, regular vulnerability assessments and penetration testing, a documented incident response plan, backup and recovery procedures, and employee security training requirements. Vague references to \"industry-standard security\" without enumerated controls fail GDPR Article 28(3)(c) and provide no enforceable baseline in the event of a breach.\n",{"question":425,"answer":426},"How long should data breach notification timelines be in a DPA?","Under GDPR, controllers must notify their supervisory authority within 72 hours of becoming aware of a breach. To give controllers adequate time to assess and report, the processor's DPA notification obligation should be set at 24–48 hours. A 72-hour processor deadline is a common drafting mistake — any delay by the processor puts the controller in breach of its own regulatory obligation. Require a preliminary notification even when full details are not yet available, and specify the minimum information that must be included.\n",{"question":428,"answer":429},"What happens to the data when the DPA ends?","On termination or expiry of the DPA, the processor must — at the controller's election — either return all personal data in a portable format or securely delete it, and must delete all existing copies including backups within an agreed period (typically 30 days), unless applicable law requires continued storage. The processor should provide written certification of deletion, specifying the method used and confirming that all copies have been purged. Without this certification, controllers have no audit trail to demonstrate compliance with data minimization and storage limitation obligations.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"SaaS / Technology","industry-saas","SaaS vendors serve as processors for enterprise controller-customers and must provide a GDPR-compliant DPA as a standard commercial deliverable before closing mid-market and enterprise deals.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare","industry-healthtech","Healthcare processors handling protected health information must layer HIPAA Business Associate Agreement obligations on top of GDPR or CCPA DPA requirements, creating a dual-compliance framework with overlapping but non-identical security and breach notification rules.",{"industry":440,"icon_asset_id":441,"specifics":442},"Financial Services","industry-fintech","Financial processors handling payment card data, account information, or credit data face DPA obligations alongside PCI DSS requirements and sector-specific regulatory expectations from the FCA, CFPB, or equivalent authorities.",{"industry":444,"icon_asset_id":445,"specifics":446},"HR and Payroll","industry-professional-services","Payroll processors, background-check providers, and benefits platforms handle sensitive employee personal data — including special category data such as health and financial information — making a robust DPA with explicit special-category processing provisions essential.",[448,452,456,460],{"vs":449,"vs_template_id":450,"summary":451},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential business information shared between parties in a commercial relationship — it covers trade secrets, pricing, and strategy, not the legal obligations around processing personal data. A DPA is specifically required by data protection law whenever personal data is processed by a third party on a controller's behalf. Both documents often exist alongside each other, but they serve distinct legal functions.",{"vs":453,"vs_template_id":454,"summary":455},"Privacy Policy","privacy-policy-D14028","A privacy policy is a public-facing disclosure to data subjects explaining what personal data you collect, why, and how you use it. A DPA is a binding contract between two businesses — the controller and processor — governing the processor's obligations. Both are required under GDPR but address entirely different relationships: the privacy policy faces outward to individuals; the DPA faces inward to vendors.",{"vs":457,"vs_template_id":458,"summary":459},"Master Service Agreement","service-agreement-D12711","A Master Service Agreement (MSA) governs the overall commercial relationship — scope of services, fees, IP, warranties, and liability. A DPA is a data-specific addendum that operates alongside the MSA, addressing obligations required by data protection law. The DPA typically incorporates the MSA's liability caps but carves out uncapped liability for certain data protection breaches as required by regulation.",{"vs":52,"vs_template_id":461,"summary":462},"D{DATA_SHARING_AGREEMENT_ID}","A data sharing agreement governs the transfer of personal data between two controllers — for example, two organizations sharing customer data for a joint research project. A DPA governs processing by a processor acting strictly on the controller's instructions. If both parties independently determine the purpose of processing, a joint controller agreement or data sharing agreement is needed, not a DPA.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Small businesses and startups executing standard DPAs with SaaS vendors or service providers for routine processing activities","Free","30–60 minutes per DPA",{"best_for":469,"cost":470,"time":471},"Mid-market companies onboarding processors handling sensitive or special-category data, cross-border data transfers, or material volumes of EU/UK personal data","$500–$1,500 for a privacy lawyer review","2–5 days",{"best_for":473,"cost":474,"time":475},"Enterprise processors serving as DPA counterparties in regulated sectors (healthcare, financial services), multi-jurisdiction processing chains, or organizations subject to active regulatory scrutiny","$2,500–$8,000+","2–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","The US lacks a single federal data processing law, but CCPA/CPRA (California), VCDPA (Virginia), CPA (Colorado), and a growing number of state privacy laws require written data processing contracts with service providers. HIPAA mandates a Business Associate Agreement for processors handling protected health information — a BAA is a distinct instrument from a GDPR-style DPA and has specific statutory content requirements. Controllers operating in multiple US states should confirm which state privacy laws apply to their processing activities and whether the DPA template satisfies each.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canada's PIPEDA and the newer Bill C-27 (Consumer Privacy Protection Act, pending enactment) require organizations to use contractual means to protect personal information disclosed to service providers. Quebec's Law 25 (Bill 64), in force since September 2023, imposes GDPR-comparable obligations including written data processing contracts, mandatory privacy impact assessments, and breach notification requirements. Processors handling Quebec residents' data must comply with Law 25 regardless of their location.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","The UK GDPR — retained as domestic law post-Brexit under the Data Protection Act 2018 — mirrors GDPR Article 28 DPA requirements. Controllers in the UK must also ensure that transfers of personal data to processors outside the UK comply with UK adequacy regulations or use UK-specific International Data Transfer Agreements (IDTAs) rather than EU Standard Contractual Clauses. The ICO has published a DPA template and guidance that UK-based controllers may use as a compliance baseline.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","GDPR Article 28 is the primary source of DPA obligations across all EU member states. The European Data Protection Board (EDPB) has issued guidance on Article 28 requirements, and the European Commission's 2021 Standard Contractual Clauses must be used for any transfer of personal data to processors in third countries lacking an adequacy decision. Member state supervisory authorities — including the CNIL (France), BfDI (Germany), and Garante (Italy) — publish national DPA guidance that may impose additional specificity requirements beyond the GDPR minimum.",[248,450,458,498,499,500,501,502,503,504,505,506],"independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","website-terms-and-conditions-D13193","saas-service-level-agreement-D12859","cyber-security-policy-D12867","information-security-policy-D13552","employee-handbook-D712","contractor-non-disclosure-agreement-nda-D13825","master-service-agreement-D12657",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":97,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"terms-and-warranties","agreement","general","all-stages",[514,515,516,517,518],"data-protection","compliance","data-processing-agreement","gdpr","vendor-agreement",0.95,"\u003Ch2>What is a Data Processing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Data Processing Agreement (DPA)\u003C/strong> is a legally binding contract between a \u003Cstrong>data controller\u003C/strong> — the organization that determines the purpose and means of processing personal data — and a \u003Cstrong>data processor\u003C/strong> — the vendor, platform, or service provider that handles that personal data on the controller's behalf. The DPA defines the processor's obligations: to act only on the controller's documented instructions, maintain appropriate security measures, manage sub-processors, assist with data subject rights requests, notify the controller of breaches within a defined window, and delete or return all personal data when the relationship ends. Under GDPR Article 28, a written DPA is not optional — it is a mandatory prerequisite to any processor engagement involving EU or UK personal data, and functionally equivalent requirements now apply under California's CCPA/CPRA, Quebec's Law 25, and a growing roster of US state privacy laws.\u003C/p>\n\u003Cp>Unlike a general confidentiality agreement or master services contract, a DPA is specifically structured around data protection law and must reflect the actual categories of data being processed, the specific technical and organizational security measures in place, and the chain of accountability from controller through processor to any downstream sub-processors. This free Word download gives you a compliance-ready template you can edit online, adapt to your specific processing activities, and export as PDF for execution — covering every clause required under GDPR Article 28(3) and compatible with the major data protection frameworks in North America and the UK.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed DPA creates simultaneous regulatory and commercial exposure. Regulators treat the absence of a DPA as evidence of unlawful processing — the gap period before you execute the agreement carries the same fine exposure as a breach itself, up to 2% of global annual turnover under GDPR. Enterprise customers conducting vendor due diligence will stall or cancel procurement if you cannot produce a signed DPA on request; it has become a standard checkbox in B2B security questionnaires alongside SOC 2 reports and ISO 27001 certificates. Without a DPA, you also have no enforceable contractual right to require your processor to notify you of a data breach within the window you need to meet your own 72-hour supervisory authority reporting obligation — leaving you legally exposed for a processor's failure. A clearly drafted DPA specifying deletion obligations with certification requirements protects you from residual liability after a vendor relationship ends, when former processors may retain copies of your customers' data indefinitely without a contractual obligation to purge. This template gives you a structured, jurisdiction-aware starting point that closes all of these gaps — ready to customize, negotiate, and execute before personal data moves.\u003C/p>\n",1781185997745]