I'm 68% confident that
You should not sign
Please do not sign this document. It has too many errors. I strongly recommend you to contact a lawyer to get a human review.
In short, I found:
dealbreakers
2
fatal errors
also 0
warnings
and 2
notices
GDPR compliance
6
errors
also 1 warnings and 9 notices
Dealbreakers
(2 fatal errors, 0 warnings and 2 notices)
Dealbreakers are problems that are so big they mean you really can’t sign that document. Here’s what I found in your document:
The processor must indemnify you for fines and third-party claims. Acceptable.
The DPA does not specify the nature and type of processing. This is required, article 28(3) GDPR. It is recommended to add an appendix that provides the details.
The processor agreement has no explicit term. This is risky because it must be valid for the entire duration of the processing. This must be explicitly linked to the main agreement.
This processor agreement does not contain any amendment or revision clause. This reverts to the basic rule (mutual consent) and that is fine
Other issues to pay attention to
(6 errors, 1 warnings and 9 notices)
Of course a document has more than just dealbreaker issues. Here are some other important items you need to pay attention to:
You may perform an audit yourself to monitor compliance by the processor. This is in accordance with the GDPR (Article 28 paragraph 3 sub h GDPR).
The processor agreement does not provide details about security. This is mandatory (Article 28 paragraph 3 sub c GDPR). An appendix should be added detailing what is going to happen.
Transfer of personal data outside the EU requires your separate consent. That is the main rule of the GDPR (Article 28 paragraph 3 sub a GDPR).
The term for reporting a data breach is 24 hours. That is fine, although the GDPR actually simply requires the notification without unreasonable delay (Article 33 (2)). This is workable.
The processor agreement does not contain any provision about the return or destruction of the personal data after the processing has ended. This is mandatory (Article 28 (3) g GDPR) and must therefore be added.
You give general permission to the processor to use sub-processors (subcontractors). That is allowed (Article 28 paragraph 2 GDPR) but it is very risky because you are ultimately responsible for their actions. Change this to specific permission.
Your processor may only use sub-processors (subcontractors) with specific permission. That is fine and clear, and within the framework of the GDPR (Article 28 paragraph 2 GDPR).
This processor agreement does not contain any arrangement regarding requests by data subjects. This is mandatory (Article 28 paragraph 3 sub e GDPR) and must therefore be added. Make specific agreements about who does what.
The processor agreement is performed under Dutch law.
The processor agreement states as required (Article 28 paragraph 3 sub b GDPR) that the processor must observe confidentiality.
The agreement explicitly states that the processor may (must) cooperate in disclosure to competent authorities (Article 28 paragraph 3 sub a GDPR). You will be notified.
Nowhere is it stated that the processor must provide assistance in complying with the obligations under Articles 32 to 36 GDPR. This must be added, because it is mandatory (Article 28 paragraph 3 sub f GDPR).
Nowhere is it stated that the processor must provide the information with which the controller can verify whether he complies with the GDPR, as required by Article 28 paragraph 3 sub h GDPR. That must be added.
The agreement states as required that the processor must report it if instructions are manifestly in violation of the GDPR (Article 28 paragraph 3 last sentence).
The processor agreement does not explicitly state that the processor must keep a register of processing operations on your behalf. This requirement follows from the GDPR (Article 30 paragraph 2) and it would be nice if this was added.
The processor agreement only contains obligations for the processor, that's fine.