This Data Processing Agreement (DPA) is essential for organizations operating in the UAE that engage third parties to process personal data on their behalf. The document is required under UAE Federal Decree-Law No. 45/2021 and must be implemented when a data controller outsources any processing of personal data to a data processor. The agreement sets out specific obligations for both parties, ensuring compliance with UAE data protection requirements, including those specific to free zones like DIFC and ADGM. It covers crucial aspects such as security measures, data breach protocols, cross-border transfers, and sub-processing arrangements. This DPA is particularly important given the UAE's increasing focus on data protection and privacy rights, with significant penalties for non-compliance.

1. Parties: Identification of the data controller and data processor, including their registered addresses and authorized representatives

2. Background: Context of the agreement, relationship between parties, and purpose of data processing activities

3. Definitions: Key terms used in the agreement, aligned with UAE Federal Decree-Law No. 45/2021 definitions

4. Scope and Purpose of Processing: Detailed description of the data processing activities, categories of data subjects, and types of personal data

5. Obligations of the Data Processor: Core responsibilities of the processor including processing only on documented instructions, confidentiality, security measures

6. Obligations of the Data Controller: Responsibilities of the controller including lawful basis for processing, providing documented instructions

7. Technical and Organizational Measures: Security measures required to protect personal data as per UAE law

8. Sub-processing: Conditions and requirements for engaging sub-processors

9. Data Subject Rights: Procedures for handling data subject requests and processor's assistance obligations

10. Personal Data Breach: Breach notification procedures and timeline requirements under UAE law

11. Data Protection Impact Assessments: Cooperation requirements for impact assessments and prior consultations

12. Term and Termination: Duration of the agreement and termination provisions

13. Return or Deletion of Data: Obligations regarding personal data upon termination of services

14. Audit Rights: Controller's audit rights and processor's obligations to demonstrate compliance

15. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes