Jurisdiction(s):
United Kingdom

UK GDPR controller-processor documented instructions: negotiating Article 28 obligations, variation, international transfers, and responses to unlawful instructions, with market practice and drafting guidance

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Practice notes

Practice Note

This Practice Note sits within the Data Protection Negotiation Guide (the Guide). This section of the Guide considers the negotiation of terms relating to:

the obligation in Article 28(3)(a) of the United Kingdom General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (UK GDPR) that a processing agreement must ensure the processor handles personal data solely on documented directions from the controller, and
a further connected obligation in the second paragraph of Article 28(3) UK GDPR for a processor to promptly notify the controller if, in the processor’s view, an instruction breaches specified data protection laws

For an overview of the Guide and linked materials, see Practice Note: Data protection negotiation guide—controller: processor—introduction. This Practice Note uses several common abbreviations. Those abbreviations are defined separately in the above introduction. As outlined in Practice Note: Data protection negotiation guide—controller: processor—introduction:

the parties have commercial latitude to apportion the costs and expenses of fulfilling these duties between themselves
there are notable parallels between the UK GDPR and the EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR) and the Guide concentrates on the position under the UK GDPR

For details about the background to the above...

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Web page updated on 22/05/2026

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