Data processor clause: Copy, customize, and use instantly
Introduction
A data processor clause outlines the responsibilities, limitations, and safeguards that apply when one party (the data processor) processes personal data on behalf of another (the data controller). This clause helps businesses comply with data protection laws, clarify roles, and minimize legal and reputational risk related to personal data handling.
Below are templates for data processor clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard data processor clause
This version sets out general obligations for data processing.
The [Processor] shall process personal data solely on documented instructions from the [Controller], including with regard to transfers to a third country or international organization, unless required to do so by applicable law.
Data processor clause with confidentiality obligation
This version includes specific confidentiality requirements.
The [Processor] shall ensure that all personnel authorized to process personal data are bound by appropriate confidentiality obligations, whether contractual or statutory, and shall not disclose personal data to any third party without prior written consent from the [Controller].
Data processor clause with security measures requirement
This version outlines the processor’s obligation to implement safeguards.
The [Processor] shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, consistent with industry standards and applicable data protection laws.
Data processor clause with subprocessor approval
This version requires prior approval for subprocessors.
The [Processor] shall not engage any subprocessor without the prior written consent of the [Controller]. If approved, the [Processor] shall ensure the subprocessor is bound by equivalent data protection obligations.
Data processor clause with audit rights
This version allows the controller to audit the processor.
The [Controller] shall have the right, upon reasonable notice, to audit the [Processor]’s compliance with this clause, including reviewing security measures, processing activities, and documentation.
Data processor clause with data breach notification requirement
This version covers breach reporting responsibilities.
The [Processor] shall notify the [Controller] without undue delay, and no later than [X] hours after becoming aware of a personal data breach, including all relevant details required for the [Controller] to assess and respond appropriately.
Data processor clause with international transfer restrictions
This version limits data transfers outside permitted regions.
The [Processor] shall not transfer personal data outside the [EEA/United States or other defined region] unless such transfer is permitted by applicable data protection law and subject to appropriate safeguards, including standard contractual clauses or equivalent mechanisms.
Data processor clause with data subject request assistance
This version requires cooperation on individual rights.
The [Processor] shall assist the [Controller], to the extent possible, in fulfilling its obligations to respond to data subject requests, including access, rectification, erasure, restriction, or portability requests, as required by law.
Data processor clause with obligation to delete or return data
This version applies upon contract termination.
Upon termination or expiration of this Agreement, the [Processor] shall, at the [Controller]’s option, delete or return all personal data and certify in writing that no copies have been retained, unless retention is required by law.
Data processor clause with documentation and recordkeeping duties
This version requires maintaining records of processing activities.
The [Processor] shall maintain appropriate records of all categories of processing activities carried out on behalf of the [Controller], and make such records available to supervisory authorities upon request.
Data processor clause with limitation on purpose of processing
This version restricts processing to specified purposes only.
The [Processor] shall process personal data exclusively for the purposes specified in this Agreement and shall not use the data for any other purpose without prior written authorization from the [Controller].
Data processor clause with obligation to notify legal obligation conflicts
This version requires the processor to notify if legal requirements conflict.
If the [Processor] is required by law to process personal data beyond the instructions of the [Controller], it shall inform the [Controller] in advance, unless prohibited by law.
Data processor clause with assistance in data protection impact assessments
This version requires support with DPIAs.
The [Processor] shall assist the [Controller] in conducting data protection impact assessments and prior consultations with regulatory authorities, where required under applicable law.
Data processor clause with mandatory training requirement
This version ensures staff are trained on data protection.
The [Processor] shall ensure that all personnel involved in processing personal data receive adequate and up-to-date training on data protection obligations.
Data processor clause with segregation of controller data
This version prevents data mixing across clients.
The [Processor] shall implement appropriate measures to ensure logical or physical separation of the [Controller]’s personal data from the data of other clients or systems.
Data processor clause with requirement to notify controller of third-party requests
This version covers law enforcement or third-party data access.
The [Processor] shall promptly inform the [Controller] of any third-party request, subpoena, or government inquiry involving personal data, unless prohibited by law.
Data processor clause with processor liability for subprocessors
This version makes the processor liable for subprocessor conduct.
The [Processor] shall remain fully liable for the actions and omissions of any subprocessor it engages and shall ensure each subprocessor complies with the data protection obligations in this Agreement.
Data processor clause with business continuity and disaster recovery plan
This version adds risk preparedness requirements.
The [Processor] shall maintain and test a business continuity and disaster recovery plan to protect personal data during any service disruption.
Data processor clause with access control obligations
This version focuses on access limitation.
The [Processor] shall implement role-based access controls to limit access to personal data to authorized personnel only, in line with the principle of least privilege.
Data processor clause with system logging and monitoring requirements
This version covers audit trail and monitoring.
The [Processor] shall maintain system logs of personal data access and implement monitoring systems to detect and investigate unauthorized or suspicious activity.
Data processor clause with encryption obligation
This version requires encryption at rest and in transit.
The [Processor] shall implement encryption for personal data at rest and in transit using industry-standard protocols and maintain key management controls.
Data processor clause with requirement to designate a data protection officer
This version requires formal appointment.
The [Processor] shall appoint a data protection officer or equivalent contact point responsible for overseeing compliance with data protection obligations under this Agreement.
Data processor clause with requirement to notify security incidents affecting confidentiality
This version targets confidentiality breaches specifically.
The [Processor] shall notify the [Controller] without delay of any incident that compromises the confidentiality of personal data, even if it does not qualify as a formal breach.
Data processor clause with technical and organizational safeguards documentation
This version requires formal records of safeguards.
The [Processor] shall maintain up-to-date documentation describing the technical and organizational measures it uses to protect personal data and make it available upon request.
Data processor clause with restriction on data analytics
This version prevents analytics or profiling on personal data.
The [Processor] shall not perform data analytics, profiling, or automated decision-making on personal data without the prior written consent of the [Controller].
Data processor clause with processor location disclosure
This version requires transparency about where data is processed.
The [Processor] shall disclose the locations, including any data centers or facilities, where personal data is stored or processed, and notify the [Controller] of any changes.
Data processor clause with data lifecycle policy requirement
This version ensures the processor has a lifecycle plan.
The [Processor] shall adopt and maintain a personal data lifecycle policy covering collection, use, retention, and deletion, consistent with the [Controller]’s requirements.
Data processor clause with sandbox testing restriction
This version restricts using personal data in test environments.
The [Processor] shall not use real personal data in development, test, or sandbox environments unless expressly authorized in writing by the [Controller].
Data processor clause with regular compliance reporting
This version mandates reporting.
The [Processor] shall provide the [Controller] with a compliance report at least [annually/quarterly], detailing adherence to its data protection obligations under this Agreement.
Data processor clause with self-assessment obligation
This version requires internal audits by the processor.
The [Processor] shall conduct regular internal assessments of its data protection practices and shall provide summaries of such assessments to the [Controller] upon request.
Data processor clause with secure disposal requirement
This version covers how personal data must be destroyed.
The [Processor] shall securely dispose of personal data, including backup copies, using methods that render the data unrecoverable when no longer required.
Data processor clause with incident response plan
This version requires the processor to have a plan in place.
The [Processor] shall maintain an incident response plan for personal data breaches and provide a copy of such plan to the [Controller] upon request.
Data processor clause with background checks requirement
This version adds personnel vetting.
The [Processor] shall conduct background checks on personnel who have access to personal data, in accordance with applicable law and industry standards.
Data processor clause with indemnification for data breaches
This version includes financial consequences.
The [Processor] shall indemnify the [Controller] against any losses, claims, or damages arising from a breach of data protection obligations under this Agreement caused by the Processor’s actions or omissions.
Data processor clause with data localization requirement
This version restricts cross-border transfers.
The [Processor] shall store and process all personal data exclusively within [country/region], unless otherwise agreed in writing by the [Controller].
Data processor clause with notification of obsolescence or change in security measures
This version requires alerts for downgraded protection.
The [Processor] shall notify the [Controller] in advance of any material downgrade or change in the technical or organizational measures used to protect personal data.
Data processor clause with anonymization/pseudonymization obligation
This version requires privacy-enhancing practices.
The [Processor] shall apply anonymization or pseudonymization techniques to personal data wherever feasible, in consultation with the [Controller].
Data processor clause with return of metadata restriction
This version limits processor retention of metadata.
The [Processor] shall not retain or use metadata derived from processing personal data for any purpose beyond fulfilling its obligations under this Agreement.
Data processor clause with data transfer mechanism requirements
This version requires legal transfer mechanisms.
The [Processor] shall ensure that any cross-border data transfers are conducted under lawful transfer mechanisms, including standard contractual clauses or an adequacy decision, as applicable.
Data processor clause with obligation to assist in regulatory inspections
This version supports regulatory interactions.
The [Processor] shall provide reasonable cooperation and assistance to the [Controller] in the event of any regulatory inquiry or inspection related to personal data processing.
Data processor clause with controller-approved retention schedule
This version puts the controller in charge of retention terms.
The [Processor] shall process and retain personal data in accordance with the retention schedule specified by the [Controller], and shall not retain data beyond those periods.
Data processor clause with real-time access logs visibility
This version grants visibility to controller.
The [Processor] shall provide the [Controller] with real-time access to system logs relating to personal data processing activities upon request.
Data processor clause with code of conduct compliance requirement
This version mandates compliance with industry codes.
The [Processor] shall comply with any applicable data protection code of conduct approved by regulatory authorities and relevant to its processing activities.
Data processor clause with requirement to notify before subprocessor change
This version gives advance notice rights.
The [Processor] shall notify the [Controller] in writing at least [X] days before adding or replacing any subprocessor, giving the Controller the opportunity to object.
Data processor clause with redress procedure for affected individuals
This version adds procedures for handling complaints.
The [Processor] shall implement internal procedures to address complaints or concerns raised by individuals whose personal data is being processed, in coordination with the [Controller].
Data processor clause with purpose and scope limitation language
This version combines scope and purpose protections.
The [Processor] shall not expand the scope of processing or the categories of data processed beyond those specifically authorized in this Agreement without written approval.
Data processor clause with termination assistance requirement
This version includes post-termination support.
Upon termination of this Agreement, the [Processor] shall provide reasonable assistance to the [Controller] in transferring personal data or transitioning services in a secure manner.
Data processor clause with responsibility to correct inaccuracies
This version adds correction duties.
The [Processor] shall correct any inaccurate personal data identified by the [Controller] without delay and ensure updates are reflected across all systems where the data is held.
Data processor clause with deletion timeline enforcement
This version sets timelines for deletion post-termination.
The [Processor] shall delete all personal data within [X] days after termination of the Agreement, unless otherwise directed by the [Controller] or legally required to retain the data.
Data processor clause with protection of processor-owned data
This version separates processor’s own data assets.
The [Processor] shall ensure that any data it owns is maintained separately and shall not be confused or commingled with personal data it processes on behalf of the [Controller].
Data processor clause with confirmation of no onward transfers
This version prohibits onward transfers without approval.
The [Processor] shall not transmit personal data to any third party, including subprocessors, without the prior written consent of the [Controller].
Data processor clause with requirement to maintain processing activity map
This version adds transparency.
The [Processor] shall maintain an internal processing activity map identifying data flows, systems, subprocessors, and storage locations, and share a summary with the [Controller] upon request.
Data processor clause with system access review protocol
This version mandates periodic access reviews.
The [Processor] shall conduct access reviews at regular intervals to ensure that only authorized personnel have access to personal data and remove access for inactive users.
Data processor clause with duty to implement updates to comply with new laws
This version covers legal change obligations.
The [Processor] shall implement necessary changes to its data protection practices to comply with any new or amended data protection laws applicable during the term of this Agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.