General During the lifetime of an agreement (and sometimes afterwards) one or more of the parties may wish to inform third parties about certain matters regarding the...
1 Announcements—short form No announcement or other public disclosure concerning this agreement or any of the matters contained in it shall be made by, or on behalf of, a...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
Brexit: The UK's departure from the EU on exit day, ie Friday 31 January 2020, has implications for practitioners considering applicable law. For guidance, see: Cross...
1 Assignment—prohibited without consent 1.1 No party may assign, sub-contract or encumber any right or obligation under this agreement, in whole or in part, without the...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
BACKGROUND (A) [insert relevant details of the background to the agreement] (B) [insert relevant details of the background to the agreement]
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
This Practice Note summarises what the typical boilerplate means and provides guidance on where it is relevant in the context of a business-to-business transaction. The...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
It is crucial that the requirements in a break clause—as to form and service of the notice and not just the conditions on the option—are complied with to the letter. The...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
This Practice Note explains how contract claims are dealt with under Article 7(1) of Regulation (EU) 1215/2012, Brussels I (recast). It considers the connecting factors...
1 Effective date 1.1 Effective date (specified future date, date of signature or specified previous date) This Agreement [[takes effect on [insert date] OR the date of...
Definitions for Compliance clause Regulations means any law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any Regulatory...
This Practice Note considers the meaning and use of conditions precedent in commercial arrangements. It also considers typical conditions precedent and drafting issues....
1 Confidentiality clause—mutual—using in-clause definitions Authorised Persons has the meaning given to it in clause 1.1; Confidential Information has the meaning given...
1 Conflict with other agreements—single agreement If there is a conflict between the terms of this Agreement and the terms of [insert name of other agreement], the terms...
1 Conflict within an agreement—agreement prevailing over schedules and appendices If there is a conflict between the terms of this agreement and the terms of the...
Introduction Termination can refer to the termination of an agreement by one party either in accordance with the terms of the agreement itself or in accordance with the...
Contractual set-off is one of the five main types of set-off described in Practice Note: Types of set-off. Contractual set-off arises where a right of set-off has been...
1 Costs and expenses—each party to bear its own—short form Each party will pay its own costs and expenses incurred in connection with the negotiation, preparation,...
1 Counterparts—agreement 1.1 This agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such...
Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an...
1 Definitions and interpretation 1.1 In this Agreement: Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with,...
1 Dispute resolution—short form 1.1 If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred to [identify...
This Practice Note provides practical guidance for general commercial practitioners on points to consider when drafting a business to business agreement to minimise the...