This template data processing agreement (“DPA“) establishes a basic framework for processing personal data, by delineating roles and responsibilities between a data fiduciary and a data processor. It provides standard clauses which may be modified on a case-by-case basis, covering the purposes of processing, processor’s obligations, security measures, handling of data principals’ rights, data breach procedures, sub-processing conditions, international data transfers, termination, audits, and liability allocation. The DPA contains comments on the intention behind certain clauses, as well as optional terms that may be retained based on the arrangement between the parties.