Data and privacy · Privacy counsel, in-house legal, procurement
Review processor terms against Article 28
A supplier has refused to sign the client's data processing addendum and offered its own instead. The review compares the supplier's terms with what the law requires and produces the shortest set of amendments that would make them acceptable.
- First draft
- A clause-by-clause comparison comes back from one run, in time for the procurement deadline.
The problem
Step 01 of 05
Put both versions on the matter
The supplier's terms, the client's own addendum and the underlying services agreement are uploaded so the comparison runs against a known standard.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Run the comparison
Prepare for: Work-Stream Memo, Deliver as: Word. Each required element is listed, matched to the supplier clause that addresses it, and marked as met, partial or absent.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Read the two absences
The audit right is limited to a questionnaire once a year, and sub-processor obligations are described but never flowed down in terms.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Take the minimum amendment set
Four amendments are drafted, ranked by how likely the supplier is to accept them, with a fallback for the audit right that most suppliers do accept.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
Step 05 of 05
Sign off
The partner confirms the amendments, clicks Verify all on the authorities and downloads the Word file for procurement to send.
# Reference Source Verdict 1 Tillman v Egon Zehnder Ltd
[2019] UKSC 32— not yet checked 2 Working Time Regulations 1998
SI 1998/1833, regs 4 to 5, 10 to 14— not yet checked 3 Coppage v Safety Net Security Ltd
[2013] EWCA Civ 1176— not yet checked 4 UK GDPR, Articles 6 and 9
Retained Regulation (EU) 2016/679— not yet checked 5 Employment Rights Act 1996, s 1
c 18— not yet checked 6 Harlow v Artemis International
[2008] EWHC 1126 (QB)— not yet checked
What comes back
A document, not a transcript.
- Every required element matched to a supplier clause and marked met, partial or absent.
- The audit right and the sub-processor flow-down set out as the two real gaps.
- Four drafted amendments ranked by likelihood of acceptance, with a fallback for the audit right.
- A note on which points are worth conceding if the supplier will not move.
What it does not do
- It does not negotiate with the supplier or send the amendments.
- It does not assess whether the supplier's security measures are adequate in fact; it reads what the terms promise.
- It does not sign an addendum on anyone's behalf.