1 Attendees: [List attendees] Each attendee to come to the workshop prepared to give a PowerPoint presentation to the group for a maximum of [insert, eg 20 minutes] on the following topics: —types of goods/services procured by that department; —contracting process; —role of each individual in that department in the contract lifecycle process; —use made of the procurement team/organisational procurement process; —contract precedents used; —whether standard contract review/creation request forms are used; —where original contracts are held; —details

Contract of employment dated [insert date] Parties 1 [Name of Employer] [of [insert address] OR a company incorporated in [Scotland] (registered number [insert number]) whose registered office is at [insert address]] (we or us); and 2 [Name of employee] of [insert address] (you). 1 Appointment 1.1 We will employ you on the terms and conditions set out in this contract. 1.2 [ [ Option 1: Continuity (no previous PERIOD of employment counts): ]Your employment with us under this contract [will start OR started] on [insert date] (the 'Start Date'). Your period of continuous employment with us [started on OR will start on] the Start Date, and no period of employment with any previous employer counts as part of your period of continuous employment with us. OR 1.3 [ Option 2: Continuity (previous PERIOD of employment counts): ]Your employment with us under this contract [will start OR started] on [insert date] (the 'Start Date'). Your period of continuous employment with us [started on OR will start on] [insert date], as your employment with [insert name of previous employer] counts as part of your period of continuous employment with us. OR

This Q&A assumes that the contract is a business-to-business (B2B) contract for the supply of generic goods or services, and that no specific industry or sector regulation applies. Firstly, check the express terms of the second contract particularly to see whether there are any conditions precedent, co-dependency or co-termination provisions which could give rise to the termination of, or right to terminate, the second contract as a direct consequence of the termination of the first. Also, check for the existence of any additional contracts or agreements between the same parties which might achieve a similar result, for example, any presiding framework or umbrella contracts or memoranda of understanding. The regular termination provisions of the second contract should also be checked. For general information on the termination of contracts, see: • Precedent: Termination clause and accompanying Drafting Notes • Contract termination—checklist • Practice Notes: ◦ Termination and expiry of contracts ◦ Drafting term and termination clauses—commercial

Contract of employment dated [insert date] Parties 1 [Name of Employer] [of [insert address] OR a company incorporated in [England and Wales] (registered number [insert number]) whose registered office is at [insert address]] (we or us); and 2 [Name of employee] of [insert address] (you). 1 Appointment 1.1 We will employ you on the terms and conditions set out in this contract. 1.2 [ [ Option 1: Continuity (no previous PERIOD of employment counts): ]Your employment with us under this contract [will start OR started] on [insert date] (the 'Start Date'). Your period of continuous employment with us [started on OR will start on] the Start Date, and no period of employment with any previous employer counts as part of your period of continuous employment with us. OR 1.3 [ Option 2: Continuity (previous PERIOD of employment counts): ]Your employment with us under this contract [will start OR started] on [insert date] (the 'Start Date'). Your period of continuous employment with us [started on OR will start on] [insert date], as your employment with [insert name of previous employer] counts as part of your period of continuous employment with us. OR

Interpretation of contracts Whether the parties can extend a contract containing an extension clause where the contract has expired will depend on the interpretation of the contract, the intentions of the parties and the circumstances of each case. The basic approach of contract interpretation as provided by Lord Hoffmann’s five principles in ICS v West Bromwich Building Society (see Practice Note: Contract interpretation—the guiding principles). Lord Steyn expressed the ICS principles of contractual interpretation in Sirius International Insurance Co (Publ) v FAI General Insurance Ltd: ‘The aim of the inquiry is not to probe the real intentions of the parties but to ascertain the contextual meaning of the relevant contractual language. The inquiry is objective: the question is what a reasonable person, circumstanced as the actual parties were, would have understood the parties to have meant by the use of specific language. The answer to that question is to be gathered from the text under consideration and its relevant contextual scene.’ Depending

The term ‘contract management’ will mean one thing to your organisation and something slightly different to you as in-house lawyer. Unfortunately, you need to understand both meanings to fulfil your role within your organisation. To your organisation, contract management means the process of procuring goods or services, starting with the definition of needs and the selection of the right supplier, continuing into the nitty gritty of commercial negotiation and on to documentation. For some organisations, the lengthy task of drafting and agreeing the documents can be something of an after-thought to be delegated to the lawyer. Then, of course, once the deal is done and the documents have been signed, the intricacies of administering the contract and ensuring proper performance and compliance begin. Again, these tasks can be given a low importance until things start to go wrong and the legal team is called on to do something to help. As in-house lawyer, you will need to be involved to a greater or lesser extent in all the steps your organisation takes in its contract management

This Practice Note considers the legal concept of mistake in contract law. It examines common mistake, mutual mistake, unilateral mistake, mistake as to identity and mistake as to the document signed (non est factum). It also considers the impact of each of these types of mistake on the contract and the correction of mistakes by rectification or construction. For guidance on dealing with mistakes in the execution of documents, see Practice Note: Deeds—Failure to comply with formalities and other defects and our Execution collection, in particular, The Basics—Q&As—Mistakes in executing documents. For more guidance where parties choose to correct a mistake by agreeing an amendment to the operative parts of a contract, see Practice Note: Contract variation. What is a mistake? A mistake is an erroneous belief held by one or both parties to a contract at the time of its formation. A mistake may arise as to the: • subject matter or terms of the contract • identity of the other party • nature of the transaction Mistake should not be confused with a misrepresentation

Ireland—Execution clause—limited partnership—contract—Drafting Notes These precedent execution clauses are for use by a limited partnership entering into a simple contract (rather than a deed). Two alternative execution clauses are given for a contract signed: • by an individual general partner, and • on behalf of a corporate general partner Limited partnership The Limited Partnership Act 1907 (Ireland) (LPA 1907 (IRL)) provides for the creation of a partnership in which some partners have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 (Limited Partnerships Bill 2024) published by the Department of Enterprise, Trade and Employment in 2024 will, if enacted, repeal and replace the LPA 1907 (IRL). Limited partnerships registered under the LPA 1907 (IRL) will be required to comply with the new registration requirements within twelve months of notice from the Registrar (to be issued within thirty months of commencement of the new Act). LPA 1907 (IRL), s 4 provides that a limited partnership must

For information about varying an employment contract, generally, see Practice Note: Changing terms and conditions of employment. Where a contractual change proposed by the employer is not already authorised by the terms of the contract, the employer may seek to vary the contract with the express agreement of the employee(s) concerned. See Practice Note: Changing terms and conditions of employment, under the main section dealing with ‘Changes not permitted by the contract: obtaining consent’. Assuming the employee consents to the change, normal contractual principles apply, namely for the variation to the contract to be effective and binding it must be supported by consideration, or be made in a deed (see Practice Note: Executing documents—deeds and simple contracts and Commentary: Consideration and certainty: Halsbury’s Laws of England [16]). For

This Practice Note on the admissibility of surrounding documents when interpreting contracts considers what material (outside of the contract itself) may be admitted in evidence as an aid to interpreting a contract. It includes consideration of documents forming part of the same transaction, supplemental documents, earlier drafts, deleted words, previous agreements, published precedents and foreign law authorities. Contract interpretation—starting point—the contract itself Unless alleging mistake, fraud or misrepresentation, parties are bound by the documents which they sign, whether or not they have read those documents. Therefore, the starting point will always be the contract which has been signed by the parties. However, given the general guiding principles governing interpretation (see Practice Note: Contract interpretation—the guiding principles) it is clear that this is not limited purely to an analysis of the ‘four corners of the contract’ but that, where relevant, the background matrix of fact may also be considered. Issues commonly faced by lawyers advising clients on potential or actual contractual disputes, include: • what is the parol evidence rule and are there any exceptions to it?

This Checklist outlines considerations when drafting or reviewing a commercial contract. It addresses preliminary issues prior to drafting or reviewing the contract, key commercial issues and clauses, methods of risk management, common boilerplate provisions, execution and contract management. For more information on commercial contract drafting and review, see Practice Note: Ireland—Structure and form of commercial contracts. This is a high-level Checklist suitable for use when drafting and reviewing a broad range of commercial, business-to-business contracts. It may be suitable for junior lawyers and those working in-house and assumes some familiarity with the concepts referred to. It touches only lightly on pro-party drafting and negotiating positions and links out to more specific guidance. This Checklist does not consider issues around data protection, data security or industry-specific issues. For more information on negotiating commercial agreements where data protection is a concern, see: Ireland—Data protection and ePrivacy—overview. For a Checklist intended for use by non-legal employees (ie procurement or sales professionals) when reviewing and executing commercial contracts, see: Ireland—Commercial contract review and execution (business personnel)—checklist. References

This contract management plan checklist sets out the suggested contents for a robust contract management plan which will ensure you understand the baseline for commercial negotiations, enable you to implement a legal framework to support commercial requirements, and/or provide you with a template against which to review relevant documentation. Suggested contents of the plan include definition of the scope and deliverables, specification of the timeline, financial details, plan of the work, and anticipation of the risks. There is a section for you to mark whether you have completed each requirement and also to insert comments or note