The Vermont Statutes Online

Title 9 : Commerce and Trade

Chapter 061a : Data Privacy [Effective January 1, 2028]

Subchapter 001 : Vermont Data Privacy and Online Surveillance Act [Effective January 1, 2028]

• § 2415f. Processors’ duties; contracts between controllers and processors [Effective January 1, 2028]

  (a) Generally. A processor shall adhere to the instructions of a controller and shall assist the controller in meeting the controller’s obligations under this subchapter, including:

  (1) taking into account the nature of processing and to the extent possible, to fulfill the controller’s obligation to respond to consumer rights requests pursuant to subsection 2415d(a) of this subchapter;

  (2) taking into account the nature of processing and the information available to the processor, by assisting the controller in meeting the controller’s obligations in relation to the security of processing the personal data and in relation to the notification of a data broker security breach or security breach, as defined in section 2430 of this title, of the system of the processor, in order to meet the controller’s obligations; and

  (3) providing necessary information to enable the controller to conduct and document data protection and impact assessments.

  (b) Contractual terms.

  (1) A contract between a controller and a processor shall govern the processor’s data processing procedures with respect to processing performed on behalf of the controller.

  (2) The contract shall be binding and clearly set forth instructions for processing data, the nature and purpose of processing, the type of data subject to processing, the duration of processing, and the rights and obligations of both parties.

  (3) The contract shall require that the processor:

  (A) ensure that each person processing personal data is subject to a duty of confidentiality with respect to the data;

  (B) at the controller’s direction, delete or return all personal data to the controller as requested at the end of the provision of services, unless retention of the personal data is required by law;

  (C) upon the reasonable request of the controller, make available to the controller all information in its possession necessary to demonstrate the processor’s compliance with the obligations in this subchapter;

  (D) after providing the controller an opportunity to object, engage any subcontractor pursuant to a written contract that requires the subcontractor to meet the obligations of the processor with respect to the personal data; and

  (E) make available to the controller upon the reasonable request of the controller all information in the processor’s possession necessary to demonstrate the processor’s compliance with this subchapter.

  (4) A processor shall provide a report of an assessment to the controller upon request.

  (c) Liabilities. This section shall not be construed to relieve a controller or processor from the liabilities imposed on the controller or processor by virtue of the controller’s or processor’s role in the processing relationship, as described in this subchapter.

  (d) Processors performing as controllers.

  (1) Determining whether a person is acting as a controller or processor with respect to a specific processing of data is a fact-based determination that depends upon the context in which personal data are to be processed.

  (2) A person who is not limited in the person’s processing of personal data pursuant to a controller’s instructions, or who fails to adhere to the instructions, is a controller and not a processor with respect to a specific processing of data.

  (3) A processor that continues to adhere to a controller’s instructions with respect to a specific processing of personal data remains a processor.

  (4) If a processor begins, alone or jointly with others, determining the purposes and means of the processing of personal data, the processor is a controller with respect to the processing and may be subject to an enforcement action under section 2415j of this subchapter. (Added 2025, No. 145 (Adj. Sess.), § 1, eff. January 1, 2028.)