Navigating Data Security and Compliance Clauses in Workday Contracts – A CIO’s Guide

Introduction

Global enterprises rely on Workday for mission-critical HR and financial data, making data security and compliance clauses in Workday contracts a top priority. CIOs and procurement leaders must ensure that these contracts include robust security measures and adhere to frameworks such as GDPR, HIPAA, SOC 2, and ISO 27001. This article provides a clear and concise breakdown of Workday’s standard contract language on security and compliance, with real-world examples, and offers guidance on how to approach these clauses during negotiations. The goal is to help you confidently navigate Workday’s Universal Main Subscription Agreement (UMSA) and its associated security and privacy exhibits, enabling you to protect your enterprise’s data and meet global compliance obligations.

Workday’s Contract Structure and Key Exhibits

Workday uses a Universal Main Subscription Agreement (UMSA) as the foundation of its customer contracts. Attached to the UMSA are critical exhibits that specifically cover security and privacy, which global enterprises should scrutinize:

• Universal Security Exhibit (USE): Describes Workday’s information security program and controls. It contractually obligates Workday to maintain specific security measures (access controls, encryption, incident response, etc.).
• Universal Data Processing Exhibit (UDPE): Functions as Workday’s data protection agreement. It addresses privacy law compliance (GDPR and similar laws) and outlines how Workday will handle personal data as a processor. The UDPE includes clauses for international data transfers, data subject rights, subcontractors, and other GDPR-required terms.
• Other Addenda: Depending on your industry or region, there may be additional terms (e.g., a HIPAA Business Associate Agreement for healthcare, or government-specific terms for public sector clients). These documents supplement the UMSA to ensure all regulatory bases are covered.

Why these exhibits matter: They contain the fine print of Workday’s obligations on security controls and privacy compliance. As a buyer, always obtain and review the latest Security Exhibit and Data Processing Exhibit. Workday’s Privacy Trust page emphasizes that the UMSA and these exhibits describe their security and privacy commitments. Understanding their contents will help you identify any gaps or areas needing negotiation.

Data Security Clauses – What to Look For

Workday’s contracts include strong data security clauses by default; however, CIOs should be aware of the details and ensure they meet their company’s specific needs. Key areas include:

• Security Program Commitments: Workday warrants that it will maintain a comprehensive security program in line with the controls in the Security Exhibit. For example, Workday affirms that it has implemented administrative, technical, and physical safeguards to protect customer data, designed to ensure confidentiality, integrity, and availability. This encompasses aspects such as employee security training, logical access controls, physical data center security, incident response plans, and other related elements – all of which are detailed in the Security Exhibit. Buyer tip: Verify that these described controls align with your internal security policies or frameworks. It’s a good sign that Workday’s program is exhaustive (covering everything from access management to vulnerability testing). Still, you may have specific requirements (e.g., encryption standards or backup procedures) that need to be confirmed.
• No Reduction in Protection: Importantly, Workday promises it “shall not materially decrease the protections” of its security controls during the contract term. In other words, they won’t weaken their security posture once you’ve signed. This clause gives CIOs confidence that security will only stay the same or improve. Buyer tip: Ensure this clause is present to protect you against any lowering of security standards. If your regulators or auditors require consistent controls, this commitment is crucial.
• Audit Reports and Certifications: Workday undergoes regular third-party audits and makes the reports available. The contract explicitly states that upon customer request, Workday will provide copies of its audit reports. Typically, this refers to SOC 1 and SOC 2 Type II reports, and may include ISO 27001 certifications or similar assessments. Workday’s Security Exhibit and trust materials note that they complete SOC 1 and SOC 2 audits annually. They have also achieved ISO 27001 and ISO 27018 certifications, affirming their information security and cloud privacy controls. Buyer tip: Always request the latest SOC 2 report and relevant certifications during due diligence. These reports will detail Workday’s controls (covering security, availability, confidentiality, etc.) and any findings. Additionally, you may negotiate a contract clause that requires Workday to maintain specific certifications (e.g., ISO 27001) or promptly notify you if they are not maintained. While Workday’s standard terms may not list every certification, the commitment to provide audit reports ensures transparency.
• Breach Notification and Response: Speed and process of breach reporting are critical. Workday’s contract defines a “Security Breach” and requires prompt notification, generally within 48 hours of becoming aware of an incident. Workday must notify the customer (unless prohibited by law) and, likewise, the customer must notify Workday of any breaches they detect. After a breach, Workday is obligated to investigate and share a root cause analysis and remediation plan with the customer. The contract even stipulates coordination on any public breach disclosures, allowing the affected party to review press releases or notices prior to their release. Buyer tip: Ensure the notification timeframe (48 hours) meets your needs or any applicable legal requirements. GDPR, for instance, requires controllers to notify regulators within 72 hours of a breach – having Workday inform you within 48 hours can help you meet that deadline. If your internal policy requires notification within 24 hours, you may want to inquire if Workday can accommodate a tighter window. Additionally, clarify the channels of communication and escalation, as well as the process for handling such incidents.
• Breach Remediation and Liability: Workday takes a step further than many SaaS vendors by including a clause outlining remediation obligations in the event of a data breach. If a breach of Workday’s security or privacy obligations results in the unauthorized disclosure of personal data, Workday contractually agrees to cover certain costs for the customer. This includes paying for: (1) forensic investigations to determine the cause, (2) notifications to regulators, affected individuals, and even media if required, (3) one year of credit monitoring for affected individuals, and (4) setting up a call center for a year to field questions from those individuals. In essence, Workday bears these breach-related expenses, which can be substantial. Moreover, Workday raises the liability cap specifically for breaches, typically doubling the normal cap. In Workday’s standard terms, the liability cap for general claims is 12 months of fees; however, for breaches of confidentiality, security, or privacy obligations, the cap increases to 24 months of fees (the “Enhanced Cap”). They also clarify that regulatory fines and third-party damages arising from a breach are treated as direct losses (not indirect), meaning they are recoverable under the contract’s liability terms. Buyer tip: This is a favorable stance by Workday, showing they stand behind their security. Nonetheless, assess whether the 224-month fees cap would likely cover potential damages in a worst-case scenario for your company. Very large enterprises may attempt to negotiate a higher cap or carve out for certain liabilities, but Workday’s standard is already more generous than that of many SaaS vendors. At minimum, ensure the contract includes this enhanced cap and the list of covered remediation costs – it shifts some risk off your organization. If something isn’t covered (e.g., reputational damage may not be quantifiable or other costs), consider whether you need cyber insurance as a backstop.
• Data Location and Access: For global businesses, knowing where your data will reside and who can access it is vital. Workday’s agreement may specify the primary data center region for your tenant. For example, a public-sector contract might note that the tenant is hosted in data centers within the European Economic Area. Workday also employs strict access controls – only authorized personnel can access customer data, and this access is limited to permitted purposes. Buyer tip: If your company has data residency requirements (due to GDPR or other local laws), negotiate to insert your required location into the contract. Workday can generally host data in various regions (e.g., North America, Europe), but this should be explicitly documented. Also, ensure that there is language stating that Workday personnel (and subprocessors) will only access data as needed to provide the service, in line with confidentiality obligations.
• Data Retrieval and Deletion: Another clause to check is how your data is handled upon contract termination. Workday’s standard terms provide that upon termination or expiration, you can request a Retrieval Period (often 60 days) to extract your data. After that, Workday will delete your customer data by deleting your tenant, except backup copies, which are removed according to standard retention cycles. Crucially, even those backup copies remain subject to the contract’s protections until they are purged. Buyer tip: Make sure you’re comfortable with the 60-day data retrieval window – if you anticipate needing more time, negotiate it in advance (perhaps an extension to 90 days or more). Also, verify the format of data extraction (Workday allows data export in agreed-upon formats, such as CSV or Excel). Having a clear exit plan is also essential for ensuring that you maintain and then securely delete personal data when leaving the service.

Compliance Frameworks in Workday Clauses

Global enterprises must comply with a web of regulations. Workday’s contract clauses and exhibits are crafted to address major compliance frameworks. Here’s how they cover the big ones:

GDPR and Global Data Privacy

For companies operating in the EU or handling EU personal data, GDPR compliance is paramount. In Workday contracts, the Data Processing Exhibit (DPE) is where GDPR obligations live. Key elements typically include:

• Role and Scope: It defines Workday as a processor and the customer as the controller of personal data. Workday will only process personal data by the customer’s instructions and the terms of the contract. This satisfies Article 28 of the GDPR requirements, which stipulates that processors act only on documented instructions.
• Security Measures: The DPE ties to the Security Exhibit, asserting that Workday will implement appropriate technical and organizational measures to protect personal data (essentially fulfilling GDPR’s Article 32 on security of processing). Workday’s commitment not to degrade security controls is also a GDPR-aligned promise, ensuring ongoing confidentiality and integrity.
• Breach Notification: GDPR requires processors to notify controllers of breaches without undue delay. Workday’s 48-hour notification clause meets this requirement and provides controllers (customers) with a buffer to fulfill their 72-hour regulator notice duty.
• Subprocessors: The GDPR requires processors to disclose and obtain approval for their subprocessors. Workday maintains a list of authorized subprocessors (often published on their website), and the DP, E will stipulate that Workday will inform customers of any new subprocessor and allow objections. Workday also conducts thorough diligence with its subprocessors to ensure they uphold equivalent data protection, including requirements that they comply with the Security Exhibit and relevant laws (this is typically built into the DPE, although the wording may vary).
• Cross-Border Data Transfers: As a U.S.-based company, Workday’s transfer of EU personal data may be subject to GDPR’s cross-border rules. Workday addresses this with Standard Contractual Clauses (SCCs) and Binding Corporate Rules (BCRs). Wo is one of the early cloud providers to implement EU-approved Binding Corporate Rules for processors, which means that European data can be legally transferred within Workday’s global organization. Additionally, Workday’s DPE incorporates the EU’s Standard Contractual Clauses (also known as “Model Contract” clauses) as a transfer mechanism. This contractual mechanism meets the GDPR requirement for data export adequacy by binding WorkUUS to EU privacy standards even for data stored or accessed in the U.S.. Buyer tip: Ensure the DPE you sign includes up-to-date EU Standard Contractual Clauses (SCCs) (the newer 2021 versions) covering EU-to-US data transfers, and consider whether you need UK-specific SCCs or other arrangements for other jurisdictions. Additionally, review Workday’s Privacy FAQs or ask how their Binding Corporate Rules (BCRs) work in practice – BCRs can provide an added layer of assurance for international data flows.
• Data Subject Rights and Assistance: Under GDPR, data subjects have rights (access, rectification, deletion). Data controllers may request assistance from Workday’s Data Protection Engineer (DPE), who is committed to supporting the customer with data subject requests when the data is stored in Workday’s system, as well as assisting with GDPR obligations such as compliance audits or impact assessments, to the extent required by law. For example, Workday may provide administrative tools to retrieve or delete data for DSARs, as well as necessary information for a Data Protection Impact Assessment (DPIA) and security purposes. Buyer tip: Confirm that the DPE has explicit clauses for assistance with these requests and that your team knows how to use Workday’s tools for compliance (Workday often guides how its system can facilitate GDPR compliance). If your organization is subject to multiple privacy laws (e.g., CCPA, UK GDPR), CUUSRACT’s privacy exhibit may be sufficiently global; however, additional local addenda may be needed.

HIPAA (Healthcare Data Protection)

If you are in a healthcare-related industry in the US, or you plan to store any Protected Health Information (PHI) in Workday (e.g., employees’ medical or benefits data), HIPAA compliance must be addressed. Workday has taken steps to support HIPAA compliance:

• HIPAA Attestation: Workday has completed a third-party attestation for HIPAA, indicating that its enterprise cloud services can meet the HIPAA Security Rule requirements. This attestation isn’t a government certification (since none exists for HIPAA), but it’s a strong sign that demonstrates controls such as encryption are in place and meet A-ATA standards.
• Business Associate Agreement (BAA): Workday offers a standard Business Associate Agreement (BAA) to customers who need to include Protected Health Information (PHI) in Wtheir orkday. implementations By signing a Business Associate Agreement (BAA), Workday formally becomes a “Business Associate” and contractually commits to safeguarding Protected Health Information (PHI) and reporting any unauthorized disclosures under the Health Insurance Portability and Accountability Act (HIPAA). The BAA typically incorporates many of the same security commitments outlined in the Security Exhibit (e.g., using encryption, access control, and breach notification within the HIPAA 60-day window), tailored to meet the specific requirements of HIPAA.
• Buyer tip: If HIPAA applies, don’t deploy PHI in Workday without a Business Associate Agreement (BAA). Engage with BusinessenWorkday to obtain their standard and complete the BAA, and have our compliance team review it. Ensure it’s attached to or incorporated by reference into your contract. Check that Workday’s breach notification timeline (48 hours per the main contract) is even faster than HIPAA’s requirement (which is notification within 60 days to covered entities, so Workday’s commitment is more than sufficient). Also, please find Workday’s HIPAA attestation, which can be shared for your records. It might limit the PHI you put into Workday to only what’s necessary, even with a BAA in place.

SOC 2, ISO 27001, and Other Security Frameworks

Workday’s credibility in security is bolstered by independent audits and certifications, which are also referenced in the contract or available to customers:

• SOC 2 Type II: Workday annually publishes a SOC 2 Type II report covering the Trust Services Criteria (security, confidentiality, availability, privacy, and processing integrity). The contract allows customers to obtain this report. This report is invaluable as it details Workday’s controls and the auditor’s tests and findings. It typically encompasses Workday’s production infrastructure, software development processes, data center operations, and other related areas.
• SOC 1 Type II: For those concerned about financial controls (e.g., if Workday is part of your financial reporting ecosystem), Workday also undergoes SOC 1 audits. While SOC 1 focuses on financial reporting controls, it remains a day’s audit package available to customers upon request.
• ISO 27001 and ISO 27018: Workday maintains ISO 27001 certification for its information security management system and ISO 27018 certification for the protection of personally identifiable information in the cloud. Workday earned ISO 27001 certification in 2010 and ISO 27018 certification in 2015, and has consistently been re-certified since then. These certificates can usually be requested or are sometimes posted on Workday’s trust site. This demonstrates that Workday adheres to internationally recognized security controls and privacy practices.
• Other Certifications: Workday has a broad compliance program. For instance, Workday obtained FedRAMP authorization in 2022 for its government cloud service, which demonstrates compliance with NIST 800-53 controls for federal data. Hey, also align with frameworks like ISO 27701 (privacy information management) and have industry-specific attestations such asd SIG compliance or CSA STAR registration, etc.).While these may not be explicitly outlined in the contract, Workday’s Compliance and Third-Party Assessment resources highlight the array of audits and certifications they undergo.
• Buyer tip: Tie these assurances back to the contract. Ensure that the contract’s language (or a side letter) allows you to permit updated audit reports and certifications at least annually. It’s also reasonable to negotiate a clause that allows for termination if Workday falls out of compliance with a key framework (such as their SOC 2 report showing major issues or losing an ISO certification). Having the audit obligations in the contract (as Workday does by not reducing controls and providing reports) means you won’t be flying blind about Workday’s security posture during the relationship.

Typical Clause Language and How to Interpret It

It helps to see examples of how Workday writes its security and compliance clauses. Below are a few snippets from Workday agreements (publicly available sources) and what they mean for you as the customer:

• Security Standard Commitment: Workday “maintains a security programme that conforms to the Workday Security Exhibit”. His means all those security controls listed in the exhibit (from access controls to incident response) are not just policies – they are contractual obligations. Interpretation: If Workday failed to maintain an incident response plan or encryption as promised, you’d have grounds to claim a breach. Always align this with your standard (for example, if something is missing, such as the requirement for encryption of data at rest to a specific standard), ensuring it’s stated or requesting clarification in the contract.
• Breach Notification Clause: “If either party becomes aware of a Security Breach, that party must promptly notify the other party … within 48 hours…”. Workday’s clause covers both sides, but importantly commits Workday to inform you of incidents in a 48-hour window. Interpretation: “Promptly” and a defined timeframe give you confidence you won’t find out about a breach weeks later. Ensure that the clock (48 hours) starts upon Workday’s awareness of a confirmed breach, and that they will provide relevant details. During negotiations, some customers request that the notification include the nature of the breach, the data involved, and remedial actions; however, Workday’s practice, as demonstrated by its root cause obligation, largely addresses this requirement.
• Data Use Limitation: “Customer Data shall only be used to provide the Service… or by Customer’s instructions. ersonal Data will only be processed by Exhibit.”. his assures that Workday won’t use your data for any unauthorized purposes (like mining it for their analytical marketing, unless permitted) and that any handling of personal data will respect the privacy terms you agreed on. Interpretation: It’s a straightforward but crucial privacy clause – your data stays your data, and Workday is just a steward of it. As a best practice, double-check that Workday’s definition of Customer Data in the contract is comprehensive (it typically includes all data you input, which it does). Also, ensure that if you have any specific data usage restrictions (for example, if you prohibit the use of metadata for product improvement), these are either already covered or added to the contract.
• Liability and Remediation Clause: Workday’s contract states, “If unauthorized disclosure of Personal Data is caused by Workday’s breach… Workday shall pay the reasonable and documented costs for … forensic investigation, notification of the breach … providing credit monitoring … and operating a call center…”. n addition, “such party’s total aggregate liability will be increased to … 24-months’ fees” for breaches of confidentiality, security, or privacy obligations. Interpretation: This language is analyzed. Workday accepts financial responsibility (up to a higher cap) to help you deal with the fallout of a data breach. When reviewing this, ensure the list of covered costs matches what you’d need in the event of a breach. For instance, if you operate in a country that requires providing life insurance beyond credit monitoring, you might want to discuss adding that. Also note the cap: it’s not unlimited, but the enhanced cap is double the original. You may negotiate if you feel that the amount is insufficient for your risk exposure, ur tilll many enterprises find it acceptable, given the difficulty of getting SaaS vendors to agree to unlimited liability.
• International Transfer Clause: In Workday’s Data Processing Exhibit, you may see wording like: “Workday has incorporated the European Commission’s approved Standard Contractual Clauses into this Exhibit” to enable the lawful transfer of personal data from the EEA to non-EEA countries. Interpretation: This is essentially the GDPR-required boilerplate to ensure that any EU personal data in Workday can be legally transferred to Workday’s U.S. systems or processed by its global team. It’s comforting to write. As a customer, you should sign those SCCs (sometimes they’re a module or attached). Keep an eye on regulatory changes – for example, if new SCC versions are released or the EU-US data transfer landscape changes (such as GDPR, EL 2.0, or its successor), it’s essential to have the flexibility to update those terms. Workday has been proactive historically (they even retained Safe Harbor and then quickly transitioned to SCCs when Safe Harbor was invalidated). Till, you may request a clause that allows the parties to replace the mechanism if laws change.
• Subprocessor Disclosure: Workday’s agreements refer to a “Subprocessor List” (often on their website) that enumerates third parties engaged in processing customer data. The contract will oblige Workday to use only those subprocessors and to notify customers of changes. Interpretation: This provides transparency and a degree of control – you should review that list for any vendors that might pose concerns (e.g., are they using any subcontractors in a country where your data can’t be sent?). Workday’s use of subprocessors, such as data providers and support partners, is transparent, and they commit to passing down data protection obligations to them. If your policy requires it, you can negotiate an explicit right to object to new subprocessors; however, a workable enterprise-friendly approach usually provides a mechanism for that (check this UDPE for details).

Overall, Workday’s clause language is quite customer-aligned on security and privacy, but never assume it’s boilerplate “good enough.” Always interpret how each clause applies to your organization’s risk and compliance profile.

Negotiating Workday’s Security and Compliance Terms

Approaching a Workday contract negotiation (or renewal) with security and compliance in mind will pay dividends in risk mitigation. Here are some practical tips for CIOs and procurement teams:

• Involve the Right Stakeholders Early: Bring in your CISO, data privacy officer, compliance counsel, and any relevant subject matter experts to review the proposed contract exhibits. Can determine whether to standardize your internal requirements or if additional provisions are needed, for example, if required. For our security team, a tighter vulnerability management clause might be desired. Our privacy officer’s data residency concern – catch those early.
• Map Contract Clauses to Your Obligations: Conduct a mapping exercise to list your major obligations (e.g., GDPR, CCPA, HIPAA, SOX) and ensure the contract includes a provision addressing each. If you handle EU data, is there an adequate legal mechanism for transferring it? If you’re publicly traded, does the vendor provide SOC 1 reports to meet your auditors’ requirements? If you’re in finance, do you need Workday to adhere to PCI-DSS for any reason? Workday generally doesn’t store credit cards, but this is just an example.) Address the gaps by negotiating amendments or obtaining written assurances to ensure compliance.
• Focus on Key Risk Areas: Zero in on the clauses for data breach, data use, liability, and data handling. These are the ones that could hurt the most if something goes wrong. Ensure that breach notification timelines align with your incident response plan. Verify that the day’s responsibilities in the context of the breach (investigation, customer support) align with your expectations – you may, for instance, want to clarify how cooperative Workday will be with any forensic audit you initiate. Liability, if the monetary cap (24 months of fees) in Workday’s standard seems low relative to the potential damage of a breach of millions of employee records, you could push for a higher cap or a separate indemnity. ot all vendors will agree, but it’s a discussion worth having given Workday’s importance.
• Data Residency and Localization: If your enterprise or regulators require data to be stored in a specific country or region, explicitly negotiate this requiremen to ensure compliancet. Oracle can host data in regions such as North America, Europe, and the Asia–Pacific. Ensure the contract or attached order form states that your data will reside in (for example) “European Economic Area data centers” and that Workday will not transfer it outside of that area without your consent. In highly regulated sectors, you may also need clauses regarding access to support (e.g., that support personnel accessing data remotely will be based in specific jurisdictions). The workplace is usually clear on how they handle this, but it’s up to you to get it in writing for enforceability.
• Right to Audit vs. Provided Audits: Recognize that Workday, like most SaaS providers, will not allow individual customers to do invasive security audits of their multi-tenant environment. Instead, they offer audit reports (SOC, ISO certs, etc.) as an alternative. If your company has an internal policy that requires direct audit rights, you may need to reconcile this with Workday’s model. Often, the compromise is to leverage the independent audits and perhaps include a clause that allows you to request a meeting with Workday’s security personnel or a limited on-site assessment if the reports are insufficient to demonstrate compliance. The workday’s contract already assures no material reduction in control and provides evidence that satisfies most auditors. You’re aware of this going in – focus your negotiation on obtaining the documentation and transparency you need, rather than an on-site audit, which Workday is unlikely to grant, except in unique circumstances.
• Plan for Evolving Laws: The regulatory landscape isn’t static. New privacy laws (such as CPRA in California and LGPD in Brazil) and updated requirements will emerge. Workday’s exhibits aim to be “universal” and cover broad principles, but you should include a clause stating that if laws change, both parties will work in good faith to modify the agreement as needed to remain compliant. His way, you’re not stuck with outdated terms. Also, keep an eye on Workday’s communications – they do update their standard exhibits periodically (versioned exhibits). For instance, when SCCs were updated in 2021, Workday issued updated Data Processing Exhibits. Ensure you get those updates at renewal or via amendment so your contract stays current.

Finally, remember that renewal time is leverage time. If there are compliance clauses you couldn’t get in the initial signing, you may have another chance before renewing. Workday wants to keep your business, and if your demands are reasonable and tied to genuine compliance needs, they’re more likely to accommodate them, especially as they mature and expand in highly regulated markets.

Recommendations

In summary, here are actionable recommendations for CIOs and procurement teams dealing with Workday contracts:

• Thoroughly Review Security & Privacy Exhibits: Don’t treat Workday’s Security Exhibit and Data Processing Exhibit as boilerplate. Have your security and privacy teams review them line by line. Ensure that the described controls and obligations meet or exceed your company’s policies and regulatory requirements. If anything is unclear (e.g., encryption specifics, data location), ask Workday for clarification or add a clarifying clause.
• Leverage Workday’s Audits and Certifications: Proactively request Workday’s latest SOC 2 Type II report, SOC 1 report (if needed), and ISO 27001/27018 certificates as part of due diligence. These documents will give you insight into Workday’s practices. Make it a habit to obtain updated reports every year. See the findings to inform any additional controls you may need to stipulate in the contract (for example, if the SOC 2 highlights a gap that’s being remediated, you may seek assurance on that in your terms).
• Secure Strong Breach Protections: Validate that the contract includes a clear breach notification timeline (48 hours or less) and that Workday’s breach remediation obligations are specified. During negotiations, emphasize the importance of a timely breach response to your organization. If necessary, negotiate enhancements such as shorter notification times or broader cost coverage. Make sure the enhanced liability cap for breaches is in place – if it isn’t in your draft, insist on it. He ensures Workday has more “skin in the game” to implement top-notch security and address incidents responsibly.
• Ensure Compliance Addenda Are Attached: If your enterprise requires a HIPAA Business Associate Agreement (BAA), a GDPR-focused Data Protection Agreement (DPA), or other specific compliance agreements (e.g., a Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) addendum or a UK General Data Protection Regulation (GDPR) addendum), confirm that these are included and signed with the main contract. o not rely solely on a verbal assurance that “Workday is compliant” – you need the relevant legal documents in place, e.g. or HIPAA, sign the Business Associate Agreement BAA);) For GDPR, sign the Data Processing Agreement (DPA), including Standard Contractual Clauses (SCCs); for any country-specific law, obtain the proper terms (Workday has templates for many jurisdictions).
• Clarify Data Residency and Access Control: If you have strict data residency requirements, ensure that these are documented, specifying where your Workday tenant will be hosted and that it will remain there unless agreed otherwise. Additionally, clarify who can access your data. The workday’s contract states that only authorized staff with a need will access Customer Data. You may want to request language that limits those staff to specific geographies if that matters to you. Having these details in the contract will avoid ambiguity later and is important for demonstrating compliance to regulators or customers.
• Align on Subprocessor Management: Request Workday’s current list of subprocessors and review it to ensure alignment. Ensure the contract gives you the right to receive updates on new subprocessors and the ability to object if a subprocessor could pose a significant risk. While Workday vetting is strong, your company might have vendor restrictions (for example, not allowing data to be handled by a subcontractor in a sanctioned country). Negotiating this upfront prevents unpleasant surprises.
• Plan for Exit and Data Return: Even as you’re signing the deal, plan for the end. Ensure you’re comfortable with the data retrieval period (e.g., 60 days) and the data deletion commitments. You might include a contractual note stating that Workday will assist with data export in a usable format and certify the deletion of data afterward. It helps you remain compliant with data retention and destruction requirements when you eventually off-board from Workday.
• Stay Proactive and Informed: Compliance is not a one-time, set-and-forget process. Eepp in regular contact with your Workday account team about new compliance features or changes (Workday often updates security features and privacy tools in its releases). Oinn Workday’s user groups or customer compliance forums, if available – peers often share negotiation tips or clauses they’ve added. Monitor the regulatory environment: if a new law, such as China’s PIPL or India’s data protection law, affects your Workday usage, engage with Workday to amend the contract as needed. It’s easier to update clauses with a willing partner than to find out later you were exposed.

By focusing on these areas, CIOs and procurement leaders can turn Workday contract negotiations into a collaborative exercise in risk management. With robust clauses in place, you’ll not only satisfy compliance requirements but also build a trust-based partnership with Workday, ensuring that your enterprise’s data remains secure and compliant throughout your journey with this critical platform.

Sources: The insights above are informed by Workday’s published contract terms and security documentation, including excerpts from a Workday Master Subscription Agreement and exhibits, as well as Workday’s public materials on their privacy and compliance programs. These examples and recommendations aim to empower you in reviewing and negotiating Workday contracts with a focus on rigorous data security and compliance.