Clauses

Clauses guidance:

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...

Precedents

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

Precedents

[As a header insert company name, company number and date of meeting] [Insert name of company] Limited Minutes of a meeting of the Board of Directors (the Meeting) of...

Precedents

Produced in partnership with Simon Portman of Marks & Clerk Solicitors 1 Brexit—warranty for commercial contracts [Each party OR [name party]] warrants that its ability...

Precedents

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...

Precedents

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,...

Precedents

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...

Precedents

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,...

Precedents

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...

Precedents

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...

Precedents

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...

Precedents

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...

Precedents

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a...

Practice Note

Hardship means[, subject to clause [1.6 OR 1.7],] a [fundamental OR material] change in the balance of a party’s benefits and obligations under this Agreement caused by...

Precedents

[Authorised Persons means a party’s [and its Group members’] officers, directors, members, partners, and any of [its OR their] employees, consultants, agents,...

Precedents

LR prescribed lease clauses LR3. Parties to this LeaseLandlord [insert landlord’s name, address and registered number] [(in [administrative receivership] [and also in]...

Precedents

Parties 1 [insert name of relevant party] [(in [administrative receivership [and also in]] [liquidation OR administration])] of [insert address] [incorporated in England...

Precedents

1 Insurance 1.1 The Supplier must for the duration of this Agreement and for a period of [insert figure] years after termination or expiry of this Agreement, and at its...

Precedents

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

Precedents

Where are MAC clauses used in facility agreements? There are three key places where the concept of material adverse change (MAC) or material adverse effect (MAE) occurs...

Practice Note

In summary, a market disruption clause sets out how interest is calculated for a loan if a lender’s cost of funding the loan is in excess of London Interbank Offered Rate...

Practice Note

1 Consideration Party A acknowledges receipt of the sum of £[insert amount eg £1] from Party B. This amount was paid by Party B to Party A in consideration of Party A...

Precedents

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...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

Commercial lawyers will regularly come across situations where third parties are executing documents as an attorney on behalf of another person and may be required to put...

Practice Note

This Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ that are frequently used in commercial agreements....

Practice Note

1 Title and risk 1.1 Risk in the Goods will pass to the Buyer [on [completion of] delivery OR when the Goods are transferred to the carrier]. 1.2 Title to the Goods will...

Precedents

1 Rights of third parties (third party rights excluded, save as specifically provided) 1.1 [Except as [provided in clause 1.3 OR provided in [insert clause numbers of the...

Precedents

1 Wording for use where property is subject to LPA or fixed charge receivership The Property is being sold by [a OR joint] fixed charge receiver[s] appointed by [name of...

Precedents

1 Set-off permitted by either party Each party may set off any amount that the other party owes it under this agreement[ or otherwise] against any amount it owes to the...

Precedents