dpa-review

DPA Review

Every SaaS contract now drags a Data Processing Agreement behind it, and most get signed unread — which is how you inherit a vendor's sub-processors, a 30-day breach-notice window, and no deletion guarantee. This reads the DPA the way a privacy counsel skims it: what data is processed, who else touches it, where it goes, what happens on a breach, and what's missing — ranked by how much it can hurt.

> Not legal advice. Flags issues for review; have privacy counsel sign off on a material agreement.

What This Skill Produces

• The plain-English summary — what this DPA actually commits each side to
• Risk-ranked findings — 🔴 sign-blockers, 🟡 negotiate, 🟢 standard — each with the clause and why it matters
• The missing-clause checklist — the protections a good DPA has that this one lacks
• The redline questions — what to send back to the vendor before signing

Required Inputs

Ask for these if not provided:

• The DPA text — the document, or its key clauses pasted
• Your role — are you the controller (your data) or the processor (you're the vendor)? The risks flip
• The data — what personal/sensitive data is involved, and any regime that applies (GDPR, CCPA, HIPAA)
• Deal context — how critical the vendor is; leverage shapes what's worth fighting

Framework: What a DPA Must Get Right

1. Scope & roles — controller vs processor, and the processing purpose; a mismatch here voids the rest.
2. Sub-processors — who else gets the data, notice of new ones, and a right to object.
3. International transfers — the mechanism (SCCs, adequacy, DPF) for data leaving its region.
4. Security & breach — the standard, and the breach-notification window (72 hours is the GDPR bar; "reasonable" is a red flag).
5. Deletion & return — what happens to your data at termination, and by when.
6. Audit & liability — your right to verify, and whether liability is capped below the data risk.

Output Format

DPA Review — [vendor] · you are the [controller/processor]

Verdict: Safe to sign / Negotiate first / Do not sign — one line why

Risk-ranked findings

| Risk | Clause | What it says | Why it matters |

|---|---|---|---|

| 🔴 | … | … | … |

Missing protections

• [clause a good DPA has that this lacks]

Send back before signing

1. [redline question / requested change]

Quality Checks

• [ ] Controller/processor role identified — findings framed from your side
• [ ] Sub-processor, transfer, breach-window, and deletion terms each assessed (or flagged absent)
• [ ] The breach-notification window is stated in hours/days, not left as "reasonable"
• [ ] Every 🔴 names the exact clause and the concrete exposure
• [ ] Missing-clause list distinguishes "unusual gap" from "standard omission"
• [ ] Flagged for counsel review on anything material

Anti-Patterns

• Summarising without ranking — a wall of clauses helps no one; rank by damage.
• Ignoring who you are — a processor and a controller face opposite risks in the same document.
• Treating "reasonable security" as fine — undefined standards are the finding.
• Inventing a clause number or requirement not in the text — quote what's there.

Example Trigger Phrases

• "Review this DPA before we sign the vendor contract."
• "Is this data processing agreement safe to sign?"
• "What am I agreeing to on data in this DPA?"
• "Check this DPA — we're the controller, it's a GDPR deal."