Data sharing agreement (mutual)
This data sharing agreement will help you to regulate the sharing of personal data by two companies or other organisations, where each party will act as a controller with respect to the shared data. The document may be used whether the parties will exercise their authority as controllers independently or jointly. It may apply to one-off or routine sharing.
Unlike in the case of controller-to-processor transfers, there is no mandated set of clauses which must be included in contracts that govern controller-to-controller transfers. Indeed, in some cases it is not necessary to have a contract at all. However, some of the controller obligations set out in General Data Protection Regulation (GDPR) and its UK offspring will be engaged in relation to such transfers, and in appropriate cases a data sharing agreement will help the parties to meet those obligations.
Such an agreement will not, however, always exhaust the parties obligations under the GDPR. For instance, a data protection impact assessment may be required before a sharing arrangement is instituted.
The operative provisions of this data sharing agreement cover (amongst other things): (i) obligations to comply with the GDPR and other applicable laws; (ii) limits on further disclosure of shared data; (iii) international transfers of data; (iv) issues relating to supervisory authorities and data subject rights; (v) security of shared data; and (vi) the handling of personal data breaches.
This agreement is not specifically designed to cover the sharing of special categories of personal data or the sharing of data under the law enforcement processing regime; nor should it be used for controller-to-processor sharing.
The data sharing agreement has been drafted to take account of the UK ICO's Data Sharing Code.Ask about this document
Data sharing agreement (mutual) contents
- Definitions: definitions; data protection terms.
- Term: commencement of term; end of term.
- Obligations to share Personal Data: obligation on First Partyto share personal data; obligation onSecond Partyto share personal data.
- Data quality: parties to ensure data quality.
- No special categories: no special categories of personal data to be shared; no criminal conviction data to be shared.
- Parties acting as controllers: each party is independent controller of shared personal data; legal bases of sharing personal data (independent controllers); document does not apply to all personal data.
- Parties acting as controllers: parties are joint controllers of shared personal data; purposes of processing shared personal data (joint controllers); legal bases of sharing personal data (joint controllers); document does not apply to all personal data.
- Compliance with
Data Protection Laws: compliance with data protection laws with respect to shared personal data; shared personal data collected in accordance with law; requirements relating to consent-based processing of personal data;First Partyresponsible for meeting data protection transparency requirements;Second Partyresponsible for meeting data protection transparency requirements; assistance in relation to compliance with data protection laws.
- Further disclosure of First PartyPersonal Data:First Partymust not disclose personal data;Second Partymust not disclose personal data; obligations on disclosure ofFirst Partypersonal data; section does not prevent disclosure of anonymised data; section does not prevent disclosure of personal data to processors.
- International transfers of
Shared Personal Data: prohibition on third country transfers of shared personal data; exceptions to prohibition on third country transfers of shared personal data; approved international transfer clauses take precedence overAgreement. Shared Personal Dataand supervisory authorities: communications from supervisory authorities about shared personal data; cooperation in relation to supervisory authority action.
- Shared Personal Data and data subject rights: communications from data subjects about shared personal data; cooperation in relation to data subject rights; primary data subject contact for joint controllers.
- Security of
Shared Personal Data: appropriate measures to secure shared personal data; particular security measures for shared personal data.
- Data breaches involving Shared Personal Data: notification of data breaches involving shared personal data; assistance in relation to shared personal data breaches.
- Retention and deletion: retention periods for First Partypersonal data; retention periods forSecond Partypersonal data; section subject to effects of termination.
- Compliance audit: right to audit compliance; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
- Changes to
Data Protection Laws: changes to data protection law.
- Confidentiality obligations: First Partyconfidentiality undertaking;Second Partyconfidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; confidentiality obligations after termination.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnities: First PartyindemnifiesSecond Partyupon breach;Second PartyindemnifiesFirst Partyupon breach.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; per event liability cap.
- Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
- Effects of termination: parties to delete shared personal data; surviving provisions upon termination; termination does not affect accrued rights.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Data protection contacts: First Partydata protection contact;Second Partydata protection contact.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; no ejusdem generis.
SCHEDULE 1 (DATA PROTECTION INFORMATION NOTICES)
- First Partydata protection information notice: prompt forFirst Partydata protection information notice.
- Second Partydata protection information notice: prompt forSecond Partydata protection information notice.
SCHEDULE 2 (INTERNATIONAL TRANSFER CLAUSES)
- Prompt for international transfer clauses.
SCHEDULE 3 (FORM OF CONSENT)
- First Partyform of consent: prompt forFirst Partyform of consent.
- Second Partyform of consent: prompt forSecond Partyform of consent.
SCHEDULE 4 (SECURITY MEASURES)
- First Partysecurity measures: prompt for details ofFirst Partysecurity measures.
- Second Partysecurity measures: prompt for details ofSecond Partysecurity measures.