ARCHIVED: This Precedent has been archived and is not maintained. Definitions Partner(s) • means EITHER: [the following: [insert names of partners] OR those [insert type of group, eg councils or academies in a geographical area or a type of public body], as set out in the Find a Tender service (FTS) Notice.] And Partner(s) shall be construed accordingly. Partner Contract • means any agreement, irrespective of form, between the Supplier and Partner(s) deriving from this Agreement. 1 Use of Agreement by Partner(s) 1.1 The Supplier acknowledges and agrees that the Buyer has entered into this Agreement for the benefit of itself and the Partner(s). 1.2 In addition to providing the [Goods OR Services OR Works] to the Buyer pursuant to this Agreement, the Supplier shall also provide such [Goods OR Services OR Works] to any Partner who makes a request, PROVIDED THAT provision of such [Goods OR Services OR Works] shall not interfere with, compromise or reduce the level of service provided by the Supplier to the Buyer under this Agreement. 1.3 Where any Partner wishes for the Supplier to provide [Goods OR Services

This Q&A is in the context of a business-to-business contract. In considering the effect of death on rights under a contract, it is necessary to distinguish between discharge of the contract itself and discharge of an accrued right of action for breach of contract. Generally speaking, the death of a contracting party will have no effect upon either the contract or rights already accrued under it. Thus the personal representatives of the deceased party may complete performance and sue for the exchange bargained for and, indeed, they are bound to complete performance at the demand of the other party so far

This Contract is made on the [date] Parties 1 Between[name and address of lead agency/agencies] 2 And [name of individual and address] 3 [name of individual]agrees the following in respect of future conduct– ARCHIVED: This Precedent has been archived and is not maintained. Personal behaviour 1 I will not deliberately damage any property in or around [specify area]. 2 I will not write graffiti in or around [specify area]. 3 I will not throw anything, including stones, at residents or passers-by in or around the estate. 4 I will not swear at, threaten or verbally abuse residents or passers-by on the estate.

The general rule of privity of contract and the circumstances in which a third party can enforce the terms of a contract: The long-established position is that the terms of a contract can only be enforced either by or against someone who is a party to the contract (ie A and B) and not by or against a third party (ie C). This is known as the common law doctrine of privity of contract. This means that under the privity of contract doctrine, C could not sue A to enforce A or B's promise. There are, however, a number of exceptions to the common law doctrine. For further guidance on the common law doctrine of privity of contract, see Practice Notes: Contracts and third party rights and Third party rights—the common law doctrine of privity of contract. In 1999, the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999)

In answering this Q&A, we have limited our research to cover public procurement under the Public Contracts Regulations 2015, SI 2015/102 (PCR 2015). Modification of public contracts A merger situation may result in the identity of a contractor being amended, requiring agreements with that contractor to be novated to a new vehicle. In the case of a public contract, replacement of the contractor will be treated as a modification of the contract for the purpose of the PCR 2015, SI 2015/102. Under these rules, substantial modification to a public contract may, in effect, result in the award of a new contract which requires a new public procurement process to be undertaken. A

ARCHIVED: This archived Practice Note sets out illustrative decisions in contractual dispute claims from 1 January 2024 to 31 December 2025. For further information on illustrative and key decisions in contractual dispute claims from 1 January 2026 onwards, see Practice Note: Contract disputes—illustrative decisions (2026). The general principles applicable in contractual dispute cases pertaining to formation, interpretation and remedies for breach are relatively well established, see: • Forming enforceable contracts—overview • Contract interpretation—overview • Terminating contracts—how and when a contract ends—overview • Contractual breach damages and remedies—overview • Transferring contracts and rights of third parties—overview And, while it is critical that each case is analysed on its own merits and its own unique set of factual and legal circumstances, it is of use to understand the operation of the key legal principles in their factual context. This Practice Note therefore includes some of the more illustrative decisions in the field of contractual disputes. The decisions listed below are those dating from 1 January 2024 onwards (earlier key decisions are included elsewhere within

This checklist identifies the key factors that you should consider when advising a prospective party in relation to a potential dispute arising out of a derivative contract. It is designed for derivative contracts based on the International Swaps and Derivatives Association (ISDA) Master Agreements: caution is needed when using this checklist with non-ISDA based derivative contracts. This checklist should be read alongside Practice Note: Dispute resolution and derivatives. Action Comments Ensure the derivative contract is properly executed and binding Check:• the Master Agreement has been properly executed and not superseded by a subsequent Master Agreement • a Schedule to the Master Agreement is in place • all Confirmations have been validly agreed and are binding • whether there is a Credit Support Annex • whether there are any side letters, amendment agreements, or other relevant contractual documents in place that may affect the terms of the derivative contract Review the derivative contract Check:• which form of ISDA Master Agreement is used for the derivative contract (1992 or 2002) • the provisions

Parties may often seek to specify that the entirety of their contractual relationship is governed by the written contract they have signed. This is what is known as an ‘entire agreement clause’. This Practice Note considers why they are used and some of the key issues relevant to their use, such as the relationship between entire agreement clauses and implied terms, misrepresentation, fraud and exclusion clauses, non-reliance statements and encompassing issues of evidential estoppel and contractual estoppel. For further information on interpreting the extent of parties’ contractual obligations, see Practice Notes: • The parol evidence rule in interpreting contracts • Contract interpretation—admissibility of surrounding documents and related content. What is an entire agreement clause? At its most basic, an entire agreement clause is one which states that the whole of the contractual relationship between the parties is governed exclusively by the terms set out in the parties’ written contract. This means that, when construing the contract, the court is confined to considering the 'four corners of the agreement' and that pre-contractual communications between

This Checklist outlines key provisions and issues for consideration when drafting and negotiating a contract review clause. For a Precedent contract review clause together with detailed drafting notes, see Precedent: Contract review clause. Contract review provisions are typically found in schedules to contracts. For information on drafting schedules, see: Drafting a schedule—checklist. See also Practice Notes: • Agreements to agree • Good faith in commercial agreements—Agreements to negotiate in good faith • Reviewing commercial contracts to minimise financial difficulties Legal Issues General comments What to watch out for Scope The contract review may apply to only certain clauses, such as price, or extend to a review of the whole contract. The review may be carried out by one party to the contract, both parties to the contract or an independent third party. Consider which contractual provisions are being made subject to a review.Consider who will carry out the review. If it is an independent third party, consider who is going to do it and how this is going to be paid for. Ensure that

[ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS] Our reference: [insert your file reference for this matter] FAO [RELEVANT NAME] [NAME OF DEFENDANT OR DEFENDANT’S SOLICITOR IF KNOWN] [ADDRESS LINE 1] [ADDRESS LINE 2] [POSTCODE] [DATE] Dear [insert organisation name] RE [PROSPECTIVE CLAIMANT’S NAME] AND [PROSPECTIVE DEFENDANT’S NAME] LETTER OF CLAIM [We write further to our letter dated [insert date of previous correspondence]]. [As you know, we OR We] act on behalf of [insert client’s full name], whose address is [insert full address]. This is our client’s letter of claim sent in accordance with the Practice Direction Pre-Action Conduct and Protocols of the Civil Procedure Rules (the ‘Practice Direction’), a copy of which is enclosed for your ease of reference. We draw your attention to the final section of this letter which sets out the deadline by which your response is required, and the consequences of failing to respond properly within that time. [Your client should notify their insurer of this claim immediately. We would be grateful if you could kindly confirm the identity of your client’s insurer by return].

The Agreement, Recitals, Articles and Contract Particulars at the start of a JCT contract set out the project specific details for the particular works to be carried out. It is very important that these are fully completed and that the details are correct to avoid ambiguity and disputes regarding what is required. This Checklist provides practical guidance as to how to complete the details including links to relevant Practice Notes which provide detailed information on the areas covered. It is aimed at those who are relatively new to dealing with JCT contracts. An employer will often arrange for the architect/contract administrator or other consultant to complete the particulars at the start of the contract and will then ask its lawyer to check the contract before the parties execute it. Alternatively, a lawyer may be asked to fill in all of the details but they will need input from the client or its consultants as to the details to be inserted. This Checklist can be used as a reference where completing or checking the particulars. For

A construction contract may be discharged, terminated or determined in a number ways. These principally include: • by performance • by agreement/release • as a result of a misrepresentation/fraud (see Practice Note: Misrepresentation—rescission as a remedy) • frustration (see Practice Note: Discharge by frustration) • at common law for 'repudiatory' breach of contract ('repudiation'), or • pursuant to a contractual power to terminate the contract, for example: ◦ for breach of contract ◦ at will ◦ on insolvency This Practice Note looks at termination of a construction contract at common law for repudiatory breach, and termination pursuant to a contractual power either for breach or at will. For guidance on termination on insolvency, see Practice Note: Termination on insolvency in construction contracts. In relation to consultant appointments, see also Practice Note: Termination of a consultant's appointment. Common law termination Where one party has committed a 'repudiatory' breach of contract, the innocent party may elect to either: • 'affirm' the contract and treat the contract as continuing but claim damages resulting from the breach of contract complained of, or