Data Processing Agreement (DPA) - standard by Common Paper
This Data Processing Agreement (DPA) template is designed to supplement an underlying agreement between a Customer and a Provider, detailing their respective responsibilities for processing personal data. It includes provisions for subprocessors, security contacts, and compliance with various data protection laws such as GDPR, CCPA, and international data transfer mechanisms. The template outlines key terms and standard clauses for managing personal data processing activities.
Using this DPA
This DPA has 2 parts:
The Key Terms on this Cover Page
The Common Paper DPA Standard Terms Version 1 posted at [commonpaper.com/standards/data-processing-agreement/1.0/](https://commonpaper.com/standards/data-processing-agreement/1.0/) (“DPA Standard Terms”) which is incorporated by reference.
If there is any inconsistency between the parts of the DPA, the Cover Page will control over the DPA Standard Terms. Capitalized and highlighted words have the meanings given on the Cover Page. However, if the Cover Page omits or does not define a highlighted word, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to this Agreement. All other capitalized words have the meanings given in the DPA Standard Terms or the Agreement.
Key Terms
The key legal terms of the DPA are as follows:
Agreement
This DPA supplements the [name & date of underlying agreement].
Approved Subprocessors
- [ x ] List of Subprocessors available at [insert URL]
- [ ] [Subprocessor name]
- Country of location: [list of all countries]
- Anticipated Processing task: [text box]
Provider Security Contact
[Email and/or physical address]
Security Policy
- [ x ] As defined in the Agreement.
- [ ] Provider will use commercially reasonable efforts to secure the Service from unauthorized access, alteration, or use and other unlawful tampering.
- [ ] Security Policy available at [insert URL of where to find]
- [ ] Provider will maintain annually updated reports or annual certifications of compliance with the following:
- [ ] ISO 27001
- [ ] Penetration testing
- [ ] SOC 2 Type I
- [ ] PCI Level 1
- [ ] SOC 2 Type II
- [ ] PCI Level 2
- [ ] HIPAA
- [ ] FedRAMP Authorized
- [ ] Other: [fill in]
Changes to the Agreement
DPA Covered Claim
- [ ] [Select if using Common Paper CSA:] The Agreement includes an additional Provider Covered Claim for any action, proceeding, or claim arising out of or relating to [(1) Provider’s breach or alleged breach of the DPA or (2) Provider’s gross negligence or willful misconduct in each case that results in a Security Incident.]
- [ ] [Select if not using Common Paper CSA:] Without limiting the indemnity obligations in the Agreement, if any, Provider will indemnify, defend, and hold harmless Customer from and against any action, proceeding, or claim made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses that arise from [(1) Provider’s breach or alleged breach of the DPA or (2) Provider’s gross negligence or willful misconduct in each case that results in a Security Incident.]
DPA Liability Cap
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