Clauses

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Clauses guidance:

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...

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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...

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BACKGROUND (A) [insert relevant details of the background to the agreement] (B) [insert relevant details of the background to the agreement]

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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...

Practice Note

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...

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Definitions for Compliance clause Regulations means any law, enactment, regulation, and regulatory policy, guideline, requirement and industry code of any Regulatory...

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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...

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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...

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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...

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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,...

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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...

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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,...

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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...

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1 Entire agreement—short form 1.1 This agreement[ and [any documents entered into pursuant to it OR [insert name[s] of specific document[s]]]] constitute[s] the entire...

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1 Equality and diversity Equality Laws means the Equality Act 2010, any statutory code issued under it (and any supplements to it)[ and associated guidance published by...

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1 Equitable relief [Each Party OR Party A] recognises that any breach or threatened breach of this Agreement may cause [the other Party OR Party B OR irreparable harm for...

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This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) contracts. It provides guidance on the common law and statutory controls...

Practice Note

1 [The Parties intend that their respective rights, obligations and liabilities as provided for in this Agreement shall be exhaustive of the rights, obligations and...

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Definition—Force Majeure (short form) Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its...

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This Practice Note considers contracting authority under the law of England and Wales, which is an essential component of contract formation. It considers general...

Practice Note

1 Further assurance 1.1 Each of the parties shall[, at its own cost and expense, OR , at the request, cost and expense of the other party,][use its reasonable endeavours...

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1 Governing law This agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation [(including non-contractual disputes or...

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1 Health and safety [Customer Policies means the policies of the Customer, current copies of which are set out in [insert schedule reference], and as the same may be...

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1 Jurisdiction—reciprocal The parties irrevocably agree that the courts of [England and Wales OR [insert details of alternative jurisdiction]] shall have [exclusive OR...

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Scots contract law has in many ways become similar to its English counterpart despite their different roots. Some English law concepts, such as undue influence and...

Practice Note

1 Language—long form 1.1 This Agreement is made in [the English language OR both in the English language and in the [insert] language]. 1.2 Each document, notice, waiver,...

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1 Limitation of liability clause—short form 1.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability...

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1 No partnership or agency—short form Nothing in this agreement constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the...

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Non-exclusive remedies 1 The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights and remedies, whether provided by law...

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1 Notices—long form 1.1 Any notice[ or other communication] given by a party under this agreement shall be: 1.1.1 in writing and in English; 1.1.2 signed by, or on behalf...

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