What is the difference between an NDA and a DPA?

An NDA protects confidential business information generally, while a Data Processing Agreement (DPA) is specifically required under GDPR when a processor handles personal data on behalf of a controller. Often you need both: an NDA for business secrets and a DPA for personal data processing. Our Data Processing NDA combines elements of both for comprehensive protection.

How do data residency requirements affect SaaS NDAs?

Data residency requirements specify where data must be stored geographically. SaaS NDAs should explicitly state data storage locations, any restrictions on cross-border transfers, applicable transfer mechanisms (like EU Standard Contractual Clauses), and notification requirements if storage locations change.

What subprocessor provisions should be included?

Subprocessor provisions should include: notification requirements before engaging new subprocessors, approval mechanisms (prior consent or objection rights), flow-down obligations ensuring subprocessors meet equivalent standards, list of current subprocessors, and audit rights over subprocessor compliance.

How long should data be retained after contract termination?

Data retention periods depend on legal requirements and business needs. NDAs should specify: what happens to data upon termination (return or deletion), timeline for data deletion (typically 30-90 days), certification of deletion requirements, any legal hold exceptions, and ongoing confidentiality for any retained data.

Data Processing NDA Generator | GDPR Compliant

📋 NDA vs. DPA: Understanding the Difference

Data processing relationships often require both confidentiality protection (NDA) and GDPR compliance (DPA). Understanding when you need each is critical.

Non-Disclosure Agreement (NDA)

Protects business confidential information

Trade secrets and proprietary data
Business strategies and pricing
Technical specifications
Customer lists and analytics
System architecture details

Data Processing Agreement (DPA)

GDPR-required for personal data processing

Processing purposes and instructions
Data subject rights support
Subprocessor requirements
Security measures
Breach notification obligations

🔗 Our Data Processing NDA Combines Both

This template includes NDA provisions for business confidentiality plus DPA-compliant clauses for GDPR compliance, providing comprehensive protection for SaaS data processing relationships.

🌐 Data Residency Requirements

Specify where data can be stored and processed to meet regulatory and customer requirements.

🇪🇺

European Union

GDPR compliance, EU-only processing options

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United States

US-based processing, CCPA considerations

🇬🇧

United Kingdom

UK GDPR, post-Brexit adequacy

🇨🇦

Canada

PIPEDA compliance, provincial laws

🇦🇺

Australia

Privacy Act, data localization

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India

DPDP Act, data localization rules

Key Data Processing NDA Provisions

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Data Location and Residency

Required

Explicitly specifies where data will be stored and processed, with restrictions on transfers to other jurisdictions.

Processor shall process and store all Personal Data exclusively within [SPECIFIED REGION/COUNTRY]. Prior written consent from Controller is required before any processing occurs outside the designated region. Processor shall maintain a current list of all data center locations and provide updates within 30 days of any changes.

👥

Subprocessor Obligations

Establishes requirements for engaging subprocessors including notification, approval, and flow-down obligations.

Processor shall not engage any subprocessor without prior written authorization from Controller. Processor shall: (i) provide at least 30 days' notice before engaging new subprocessors; (ii) ensure subprocessors are bound by equivalent data protection obligations; (iii) remain fully liable for subprocessor actions; and (iv) maintain a current list of approved subprocessors.

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Security Measures

Required

Defines technical and organizational security measures for protecting processed data.

Processor shall implement and maintain appropriate technical and organizational measures including: (i) encryption of data at rest (AES-256) and in transit (TLS 1.2+); (ii) access controls and authentication; (iii) regular security assessments and penetration testing; (iv) incident detection and response capabilities; and (v) employee training and background checks.

🚨

Breach Notification

Establishes notification requirements and timelines for data breaches.

Processor shall notify Controller of any Personal Data breach without undue delay and in no event later than 24 hours after becoming aware of the breach. Notification shall include: (i) nature of the breach; (ii) categories and approximate number of data subjects affected; (iii) likely consequences; and (iv) measures taken or proposed to address the breach.

📋

Audit Rights

Recommended

Provides the data controller with rights to audit processor compliance.

Controller shall have the right to audit Processor's compliance with this Agreement and applicable data protection laws. Processor shall: (i) make available all information necessary to demonstrate compliance; (ii) allow for and contribute to audits conducted by Controller or an authorized auditor; and (iii) provide copies of relevant certifications (SOC 2, ISO 27001) upon request.

Subprocessor Flow-Down Requirements

Data protection obligations must flow through the entire processing chain.

Data Controller

Your organization

→

Data Processor

SaaS provider

→

Subprocessor

Cloud infrastructure

→

Sub-subprocessor

CDN, backup services

Each level must have written agreements with equivalent data protection obligations.

🔄 Data Lifecycle Management

Define clear requirements for data handling at each stage of the processing relationship.

Collection

Processing

Storage

Retention

Deletion

Upon termination or expiration of this Agreement, Processor shall, at Controller's election: (i) return all Personal Data to Controller in a commonly used, machine-readable format; or (ii) securely delete all Personal Data within 30 days and provide written certification of deletion. Processor may retain Personal Data only where required by applicable law, and shall inform Controller of such retention requirements.

Generate Your Data Processing NDA

Customize provisions based on your data processing needs and regulatory requirements.

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Related SaaS Templates

⚖️ Consult a Data Protection Attorney

Data processing agreements involve complex regulatory requirements that vary by jurisdiction. While our templates provide a strong foundation, we recommend legal review for agreements involving personal data from EU residents or sensitive data categories. Request a consultation.

Data Processing NDA