A ready-to-edit AI data processing agreement template that a small business (the controller) signs with an AI vendor (the processor). This DPA controls whether your data can train the vendor's models, limits input/output retention, forces disclosure of sub-processors like OpenAI and Anthropic, and aligns with GDPR Article 28 and CCPA/CPRA.
Who needs this
Any small business about to send customer or employee personal data to an AI vendor — a chatbot provider, an AI writing or support tool, an automation platform, or a custom agent built on OpenAI, Anthropic, Google, or similar models. If you sign the vendor's standard order form with no DPA, you have no written promise that your customers' data won't be used to train their models or shared with providers you've never heard of.
What's inside
- Roles, scope, and the exact data being processed
- A fill-in table of the personal-data categories and data subjects
- A model-training and fine-tuning clause (default: prohibited without written consent)
- Input, output, and prompt-log retention limits
- A sub-processor disclosure table (which foundation-model providers sit underneath)
- Data residency and cross-border transfer terms
- Security measures, breach notification, and audit rights
- Deletion and return on termination — including removal from training sets
- GDPR Article 28 and CCPA/CPRA alignment language
- A two-party signature block (Controller and Processor)
Preview
Data Processing Agreement for Artificial Intelligence Services
Effective date: [DATE] · Version 1.0 · Governing law: [JURISDICTION]
1. Roles, Scope, and Instructions
The Controller is [CUSTOMER / CONTROLLER NAME]. The Processor is [AI VENDOR / PROCESSOR NAME]. For the personal data the Processor handles on the Controller's behalf, the Controller is the data controller (or business, under U.S. law) and the Processor is the data processor (or service provider).
The Processor shall process personal data only to deliver the AI services described in the Principal Agreement and only on the Controller's documented instructions, including as to international transfers, unless required to act otherwise by law. If the Processor believes an instruction breaches applicable data-protection law, it shall inform the Controller without undue delay.
The nature, purpose, and duration of the processing, the types of personal data, and the categories of data subjects are set out in Section 2. This DPA covers all personal data submitted to, generated by, or derived from the AI services, including prompts, inputs, outputs, and logs.
2. Categories of Personal Data and Data Subjects
The Processor shall process only the personal data necessary to provide the AI services. The Controller and Processor shall complete the table below to record exactly what is being processed. If a category is not listed here, it is not authorized.
| Category of personal data | Categories of data subjects | Purpose of processing | Retention period |
|---|---|---|---|
| [e.g. names and contact details] | [e.g. the Controller's customers] | [e.g. answering support requests via the AI assistant] | [e.g. duration of the Principal Agreement] |
| [e.g. support ticket contents / prompts] | [e.g. the Controller's customers and staff] | [e.g. generating AI responses] | [e.g. 30 days, then deleted] |
The full template continues with 11 sections. Grab the editable Word file using the form, then customize the bracketed [PLACEHOLDERS] for your business.
How to use it
- Download the editable Word file and fill in the Controller, Processor, effective date, and governing jurisdiction.
- Complete the categories-of-personal-data table and the sub-processor disclosure table with your vendor's real answers.
- Confirm the training-data clause matches what you were promised in the sales process — if the vendor won't agree to it in writing, treat that as a red flag.
- Have counsel review it, then send it to the vendor for signature before any live customer data is shared.
Frequently asked questions
- If you send any personal data — customer names, emails, support messages, account details — to an AI vendor, then yes. Under GDPR Article 28 a written data processing agreement is legally required between a controller and its processor, and U.S. state laws like the CCPA/CPRA require equivalent service-provider terms. Just as important, the DPA is where you get the vendor to promise in writing that your data won't be used to train their models. Without it, you're relying on a sales conversation.
- Only if you let them. Many consumer AI tools train on inputs by default, which is exactly what this template blocks: Section 3 prohibits any training or fine-tuning on your data — by the vendor or the foundation-model provider underneath — without your prior written consent. Reputable vendors will agree to this and point you to an enterprise or zero-retention tier. If a vendor won't put a no-training clause in writing, treat that as a serious red flag before sharing customer data.
- A generic DPA covers roles, security, breach notice, and sub-processors, but it says nothing about the things unique to AI: whether your prompts and outputs train the model, how long prompt logs are kept, which foundation-model providers (OpenAI, Anthropic, and others) sit underneath your vendor, and whether your data can be removed from a training set on termination. This template adds those AI-specific clauses on top of the standard Article 28 and CCPA/CPRA language.
- It becomes a binding contract once both parties complete it and sign it, and once it is attached to or referenced by your main agreement with the vendor. Because data-protection requirements and the right cross-border transfer mechanism depend on your jurisdiction and the specific data involved, have counsel review it before you rely on it. This template is a strong starting point, not legal advice.
This template is provided by Layer3 Labs for general informational purposes only and does not constitute legal advice. Data-protection laws vary by jurisdiction and industry, and the correct terms depend on your specific vendor and data. Have this agreement reviewed by qualified legal counsel before signing it or sending it to a vendor.