Data Act Model Contractual Terms: The Four Commission Templates for Data Sharing Contracts (Draft Recommendation C(2025) 7750)

Article 41 of Regulation (EU) 2023/2854, the EU Data Act, asks the Commission to recommend such terms.

The Regulation entered into force on 11 January 2024 and has applied since 12 September 2025 (Art. 50); Article 41 sits in Chapter IX.

This page covers what the model terms are, which template fits which contract, where the Data Act refers to model terms and how to use the drafts.

Other Commission material is listed on our Commission guidance page.

What Are the Data Act Model Contractual Terms?

Model contractual terms are clauses the Commission recommends, without binding force, so that parties can draft data access and use contracts with fair, reasonable and non-discriminatory rights and obligations, including terms on reasonable compensation and the protection of trade secrets (Art. 41 Regulation (EU) 2023/2854). They are a contracting aid next to Chapter IV, which tests terms imposed unilaterally on an enterprise; see unfair contractual terms under Article 13.

The Article 41 Mandate and Its Missed Deadline

Article 41 required the Commission to develop and recommend the model terms, before 12 September 2025. The Commission approved a draft only on 19 November 2025, so the deadline passed with no recommendation in place.

Draft Status of C(2025) 7750 as of 5 November 2026

As of 5 November 2026 the model terms exist only as a draft: Communication C(2025) 7750 final of 19 November 2025 approved the content, and the Commission states that the Recommendation "would be formally adopted by the Commission at a later date, when all language versions are available". The Commission's library page of the draft Recommendation is still titled "Draft Recommendation", was published on 19 November 2025 and last updated on 3 March 2026, and names translation into all EU languages as the next step. The Commission's Data Act policy page, updated on 5 November 2026, also lists a "Draft Recommendation".

How the Expert Group Shaped the Drafts

The drafts build on the work of the Expert Group on B2B data sharing and cloud computing contracts, which was set up in 2022 and whose report was published in April 2025 on the group's registry (Annex I to C(2025) 7750). A subgroup of 31 companies and associations worked within it, and 12 public webinars collected feedback (Commission library page).

Which Contract Situations Do the Four Templates Cover?

The draft holds four model contract sets, Annexes II to V, after an introduction in Annex I: three for the data sharing that Chapters II and III require and one for voluntary sharing. The table maps each annex to the parties, the Data Act situation behind it and the page that explains that situation.

Three Sets for Mandatory Sharing and One for Voluntary Deals

Annex II governs the contract between the data holder and the user of a connected product or related service, Annex III the contract between the user and a data recipient, and Annex IV the contract between the data holder and a data recipient that receives data at the user's request. Annex IV serves the sharing that Art. 5 requires, under the terms of Art. 8(1) and the compensation rules of Art. 9; Annex II carries the data licence of Chapter II.

Annex V covers voluntary sharing between a data sharer and a data recipient. Recital 42 leaves such sharing outside Chapter III; it stays inside Chapter IV (Art. 1(2)(c)).

Cost-Only Compensation Declarations in Annex IV

Clause 6.1 of Annex IV lets a data recipient declare that it is an SME under Recommendation 2003/361/EC or has not-for-profit research status, and that it has no non-SME partner or linked enterprises. The data holder then declares that its compensation does not exceed the costs directly related to making the data available and attributable to the request (reproduction, electronic dissemination and storage, not data collection or production); the recipient informs the holder of a change of status, which leads to renegotiation.

This mirrors the cap of Art. 9(4), under which an SME or not-for-profit research recipient without non-SME partner or linked enterprises pays at most the costs of Art. 9(2)(a), not nothing. The Commission's guidelines under Art. 9(5) exist only as a draft of 2 February 2026 and are not adopted as of 5 November 2026; see reasonable compensation under Article 9.

Where Does the Data Act Itself Refer to Model Terms?

Besides Article 41, the Data Act names model contractual terms in three articles and five recitals: as a trade secret measure in Articles 4(6) and 5(9), as a confidentiality tool for public bodies in Article 19(3), and as a reference for contracts, negotiations and dispute settlement in recitals 31, 42, 55, 62 and 111.

Model Terms as a Confidentiality Measure for Trade Secrets

Under Article 4(6), and for third parties under Article 5(9), the data holder or, where they are not the same person, the trade secret holder identifies the data protected as trade secrets and agrees proportionate technical and organisational measures, "such as model contractual terms, confidentiality agreements, strict access protocols, technical standards and the application of codes of conduct".

Recital 31 adds that, besides the model terms the Commission is to develop and recommend, codes of conduct and technical standards on protecting trade secrets in handling data could help achieve the aim of the Regulation and should be encouraged. See trade secrets under the Data Act.

Model Terms and the Fairness Check for Imposed Terms

Using the model terms is voluntary, and recital 62 says they "may also be helpful to commercial parties when negotiating contracts".

The Commission states that the three sets for Chapters II and III comply with Chapter IV and that Annex V is drafted for voluntary sharing that complies with Chapter IV (Commission library page).

Article 13 sets a black list of three terms and a grey list of seven for terms unilaterally imposed on any enterprise, for contracts concluded after 12 September 2025 and, from 12 September 2027, for certain older contracts. Both lists are set out in the Article 13 black list and grey list.

How to Use the Model Contractual Terms in Contract Practice

Parties use the model terms in six steps: identify the Data Act situation, pick the matching annex, check its status, adapt it, add what the draft leaves out, and keep it under review until formal adoption.

1. Identify the role and the duty behind the contract, starting from the data holder obligations where the party holds product data.
2. Pick Annex II, III, IV or V from the table above.
3. Check the status on the Commission's library page of the draft Recommendation.
4. Adapt the clauses to the product, the data and the parties.
5. Add consumer-law terms where a party is a consumer, and check which other law, such as the GDPR where personal data are involved, also applies.
6. Recheck when the adopted text and the translations appear.

The draft is non-binding (Art. 41), and recital 42 states that the right to share data with third parties does not depend on concluding a contract that may include them.

Every other Data Act duty is set out in the Data Act compliance checklist.

Consumer Contracts Need Added Consumer-Law Terms

The model terms are drafted for business-to-business contracts, and the draft says they can serve consumer contracts only if consumer-law provisions, such as the right of withdrawal, are added. Article 13 concerns terms imposed on an enterprise.

Why Dispute Bodies and Authorities Point to the Templates

Recital 55 states that dispute settlement bodies should take into account the non-binding model contractual terms the Commission is to develop and recommend. Point (3) of the draft Recommendation asks Member States to promote use of the model terms and the cloud clauses, including through their designated dispute settlement bodies and competent authorities. Their procedure is covered under Data Act dispute settlement bodies.

Common Mistakes When Citing the Model Terms

Four mistakes recur when contracts and articles cite the model terms:

• Calling the draft an adopted Recommendation or giving it a Recommendation number or an Official Journal reference: it is a draft as of 5 November 2026.
• Counting three sets instead of four: Annexes II to V hold four.
• Reading the Commission FAQ v1.4 of 22 January 2026 as the current status: Q58 still says the Recommendation "is expected to happen before 12 September 2025", and Q74 says the Commission "has published" the terms.
• Treating use of the model terms as proof that a changed contract passes Chapter IV: Article 13 still tests any term one side imposes unilaterally.

Where the Model Terms Sit among the Other Commission Contract Tools

The model terms are one of several Commission instruments for Data Act contracts:

• Cloud contracts: six draft sets sit in Annexes VI to XI of the same draft; see standard contractual clauses for cloud contracts.
• Guidance: the FAQ and other published material are listed under Commission FAQ and guidance.
• Data licence: the data holder's own use of product data is under data licence agreement for product data.
• Compensation: the draft Art. 9(5) guidelines of 2 February 2026 are under Commission compensation guidelines.
• Article map: Article 41 sits in Data Act articles 1 to 50.

Questions about the Data Act Model Contractual Terms

Five questions recur about the model contractual terms.

Are the model contractual terms binding?

No: Article 41 calls them non-binding, and parties may use, adapt or ignore them.

Can the model terms be used in consumer contracts?

Only with additions: the draft is written for business-to-business contracts and needs consumer-law provisions such as the right of withdrawal before use with consumers.

Are the model terms available in languages other than English?

Not as of 5 November 2026: the draft was published in English only, and the Commission names translation into all EU languages as the next step.

Has the Commission formally adopted the Recommendation?

No formal adoption has been published as of 5 November 2026; C(2025) 7750 of 19 November 2025 approved the draft, and adoption is to follow once all language versions are available.

Where can the model contractual terms PDF be found?

The annex with all four model term sets and the cloud clauses is published as a PDF on the Commission's library page of the draft Recommendation, beside the Communication C(2025) 7750.