UpGuard DPA — TermScout contract intelligence report

UpGuard Data Processing Agreement Review & Rating

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Top 32% contract ranking
Contract
Ranking
Top 32%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 32% for customer favorability.

1
Deal Breakers

70% customer favorability, based on 750 plus contract signals powered by Certify.

70%
Customer Favorable

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 32% DPA contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

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Topic
Rating
Details
Roles & Scope of Processing
50% Balanced

Data Handling

Data ownership

  • UpGuard does not claim any ownership of any data provided by Customer

Data usage

  • UpGuard does not receive usage rights in any data provided by Customer beyond what is necessary to provide services
  • UpGuard commits to processing data solely as specified in the DPA, underlying agreement and/or on documented instructions from Customer

Data transfer frequency

  • The frequency of the data transfer is not addressed in the contract

Data accuracy

  • UpGuard is not required to ensure accuracy of Customer data
  • UpGuard is not required to notify Customer of inaccurate data

Subprocessors

Subprocessor obligations

  • There is a list of subprocessors included in the contract
  • UpGuard does not commit to ensuring that its subprocessors will be bound to the same or substantially similar data or privacy requirements as those contained in the contract
  • UpGuard is responsible for the acts or omissions of its subprocessors
  • An action needed on the part of Customer in order to receive notice of adding or replacing any subprocessor

Subprocessor authorization

  • The DPA allows for general subprocessor authorization

Subprocessor consent

  • Adding or replacing any subprocessor does not require Customer consent

Subprocessor notice

  • UpGuard must provide notice before adding or replacing subprocessors
  • The notice period for adding or replacing new subprocessors is at least 30 days

Subprocessor objection

  • The contract allows for the Customer to object to new subprocessors
  • Customer has the option to terminate the contract if the parties cannot resolve a subprocessor objection

Summary

Data types

  • The processing of sensitive data is explicitly excluded in the contract
  • Individual identifiers may be processed under the contract
  • Customer records may be processed under the contract
  • Electronic network information may be processed under the contract
  • Professional or employment related information may be processed under the contract

Data subjects

  • Employees are present as data subjects in the contract
  • Subcontractors are present as data subjects in the contract
  • Some other category is present as data subjects in the contract that TermScout was unable to identify - see citation

Incorporated documents

  • The DPA is incorporated into the master agreement by reference

Transfer and Use Restrictions

Cross-Border details

  • It is not required for data to stay in one or more defined country
  • UpGuard is not restricted from transferring the data to certain countries or regions
  • UpGuard does not commit to only allowing employees or personnel to access or process data in one or more specified countries

Selling information

  • UpGuard explicitly commits to not sell personal information

Retaining information

  • UpGuard is prohibited from retaining, using, or disclosing personal information except for the defined purpose

Combining information

  • UpGuard is prohibited from combining Customer's personal information with other businesses' personal information

Requirements to anonymize

  • There is no requirement that UpGuard must take reasonable measures to ensure that de-identified information cannot be used to identify a specific individual or Customer
  • UpGuard does not commit to not re-identify personal information
Data Subject Rights & Compliance
60% Balanced Favoring Customer

Audit Rights

Customer's rights

  • Customer's audit rights do not include access to UpGuard's systems

Audit payment

  • The contract addresses who is responsible for costs of the audit
  • Customer is responsible for costs of the audit

Compliance with Laws

Supplier's commitments

  • UpGuard commits to complying with the GDPR
  • UpGuard commits to complying with the Data Protection Act 2018
  • UpGuard commits to complying with the CCPA
  • UpGuard commits to complying with the CPRA
  • UpGuard commits to complying with the VCDPA
  • UpGuard commits to complying with the CPA
  • UpGuard commits to complying with the UCPA
  • UpGuard commits to complying with some data privacy law TermScout is unable to classify - see citation
  • UpGuard commits to aiding Customer in complying with applicable laws

Customer's commitments

  • Customer commits to complying with the GDPR
  • Customer commits to complying with the Data Protection Act 2018
  • Customer commits to complying with the CCPA
  • Customer commits to complying with the CPRA
  • Customer commits to complying with the VCDPA
  • Customer commits to complying with the CPA
  • Customer commits to complying with the UCPA
  • Customer commits to complying with data and/or privacy laws that TermScout is unable to classify - see citation

Notifications and Third-Party Requests

Third party request requirements

  • UpGuard will notify Customer immediately, promptly, or without undue delay, of a request for data from third parties
  • UpGuard is not only required to respond to a request for data from third-parties if they find it to be valid and binding
  • If UpGuard is prohibited by law from providing notice to Customer of a request for data UpGuard is not required seek an injunction and/or leave to notify Customer
  • There is not a requirement that UpGuard act in good faith to ensure confidentiality is afforded to any data they are compelled to share, and that they limit the scope of sharing

Data subject request requirements

  • UpGuard is required to assist Customer in responding to data subject requests
  • There is a requirement that assistance provided in responding to data subject requests be at Customer's expense
  • There is explicit language prohibiting UpGuard from responding to a data subject request unless agreed to or requested by Customer

Complaint requirements

  • UpGuard is required to notify Customer of a third-party complaint regarding the processing of personal information
  • UpGuard is required to assist Customer in responding to third-party complaints

Compliance notification

  • UpGuard is required to notify Customer if there is reason to believe it will no longer be able to comply with any of its obligations under the contract
Security & Incident Management
80% Customer Favorable

Summary

Safeguards

  • UpGuard commits to safeguards for the protection of Customer's data in the contract
  • UpGuard commits to technical controls
  • UpGuard commits to organizational controls
  • UpGuard commits to use controls
  • UpGuard commits to distribution controls
  • UpGuard commits to administrative controls
  • UpGuard commits to availability controls
  • UpGuard commits to physical controls

Return or destruction obligations

  • Data must be returned or destroyed upon request
  • Data must be returned or destroyed upon termination
  • Customer has the right to elect return or destruction of the data

Retention policies

  • The data retention period is described in the contract

Standards

  • UpGuard commits to comply with at least one third party data security audit, standard, or certification
  • UpGuard commits to Soc 2 audits
  • UpGuard commits to ISO 27001 standards and/or certification

Data breach

  • UpGuard must notify Customer immediately, promptly, or without undue delay, in the event of a data breach
  • UpGuard is required to assist Customer in responding to a data breach
  • The assistance provided by UpGuard in the event of a data breach will not be at Customer's expense
  • UpGuard is required to assist Customer with data protection impact assessments, privacy questionnaires or assessments, and/or consultations with relevant authorities
Subprocessors & Transfers
50% Balanced

Summary

SCC

  • A point of contact for the importer is clearly defined
  • An email address is not included for the importer's point of contact
  • A point of contact for the exporter is clearly defined
  • An email address is not included for the exporter's point of contact
  • Clause 9 option 2 (general subprocessor authorization) is included
  • Clause 13 (supervisory authority) is included
  • Clause 17 (governing law) is included
  • Clause 18b (jurisdiction) is included
  • Ireland is the supervisory authority specified in the DPA
  • The jurisdiction is Ireland
  • The governing law is Ireland
Liability, Indemnity, & Termination
60% Balanced Favoring Customer

Indemnification

Customer's indemnification obligations

  • Customer does not offer any indemnities to UpGuard

Supplier's indemnification obligations

  • UpGuard does not offer any indemnities to Customer

Limitation of Liability

Supplier's liability

  • The DPA does not reference a limit on UpGuard's liability
  • The DPA does not reference a limit on UpGuard's liability

Customer's liability

  • The DPA does not reference a limit on Customer's liability
  • The DPA does not reference a limit on Customer's liability

Summary

Supplier's termination rights

  • UpGuard does not have termination rights

Customer's termination rights

  • Customer can terminate for cause
  • Customer may terminate for convenience

Termination rights

  • UpGuard is required to continue its data protection/confidentiality obligations beyond expiration or termination of an agreement for so long as Customer data is retained

Data processing term

  • The duration for the data processing is for the term of the underlying Agreement

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How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

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4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Data Processing Agreement ("DPA") for UpGuard, Inc.. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

Not all data protection and compliance risks are created equal. Even a single provision in a Data Processing Agreement that materially increases regulatory, security, or liability risk for either party may render the agreement ineligible for certification. TermScout evaluates DPAs against objective standards intended to reflect widely accepted Controller-Processor practices and prevailing data protection requirements. Accordingly, TermScout will not certify a DPA if it contains any provision that fails to meet the following standards. Any DPA that reflects the inverse of one of these standards will be treated as a Deal Breaker:

Failing to require breach notification prevents the Customer from meeting legal obligations to regulators and data subjects. Without timely notice, the Customer may face regulatory penalties, reputational harm, and an inability to respond appropriately to a security incident.

Without a clear description of the nature and purpose of processing, the Vendor may process data in ways the Customer did not intend or authorize. This increases regulatory risk and undermines the Customer's ability to demonstrate lawful and limited processing.

Allowing a Vendor to claim ownership over Customer data creates significant legal and compliance risks. Customers are typically required by law to retain control over personal data, and ownership claims can conflict with privacy, security, and data subject rights obligations.

If a Vendor is permitted to process data outside documented Customer instructions, the Customer loses control over how personal data is used. This can lead to unauthorized processing and regulatory violations for which the Customer remains responsible.

Without explicit commitments to security safeguards, the Customer has limited assurance that personal data will be adequately protected. This increases the risk of data breaches and may prevent the Customer from complying with security requirements under applicable privacy laws.

If the Vendor can disclose data to third parties without notifying the Customer, the Customer may be unable to challenge or respond to those requests. This undermines transparency and can result in unlawful disclosures of personal data.

Failing to notify the Customer of data subject requests prevents the Customer from meeting statutory response obligations. This can lead to missed deadlines, regulatory penalties, and violations of data subject rights.

If audit rights are restricted or prohibited, Customers lack a meaningful way to verify compliance with data protection obligations. This limits oversight and weakens accountability, particularly where the Vendor processes sensitive or regulated data.

Allowing subprocessors to operate under weaker standards exposes Customer data to uncontrolled risk. Customers remain responsible for downstream processing, and inconsistent obligations can result in compliance failures outside the Customer's direct control.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the Data Processing Agreement for UpGuard, Inc.. "Customer" means the party acting as Data Controller, and "Supplier" means the party acting as Data Processor.

References herein to the "Agreement" are to the following documents:

  • The Primary Document: Data Processing Agreement ("DPA")
  • The following Secondary Document(s) expressly incorporated by reference into the Primary Document and reviewed by TermScout as part of this analysis:

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

No additional notes to customer for this report.

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