In most cases, a construction contract will incorporate a number of documents that all work together to set out the obligations and liabilities of the parties and to define the works and when, where and how they are to be carried out. These are often referred to as the 'contract documents'. In addition to the conditions of contract, the other documents that will be incorporated into the contract will depend upon the procurement route that has been adopted. They will commonly include (using JCT language for simplicity): • employer’s requirements • contractor’s proposals • a contract sum analysis or (depending on the form of contract) bill of quantities • specifications • drawings • the programme • BIM protocol Other ancillary documents can be used to clarify the parties' responsibilities, such as the tender, minutes of a pre-contract meeting or derogations/tender clarification—if so, these may be included as separate contract documents or incorporated within one of the documents listed above. Conditions of contract The conditions of contract will frequently incorporate or be based on one of the industry

The prime/subcontractor model In order to provide a full range of IT services to their customers, technology service providers may need to appoint other specialist suppliers to supplement their service offering. In this situation, the service provider is often referred to as the prime contractor and any additional suppliers that are appointed by the prime contractor to provide a part of the contracted-for services are known as subcontractors. With a prime/subcontractor model, the prime contractor has contractual, financial and operational responsibility for the provision of the services to the customer under its agreement with the customer (the prime contract) regardless of whether the services are performed by the prime contractor or by a subcontractor. This means that where the act or omission of a subcontractor results in a contract breach and damages result, the customer will be entitled (subject to applicable contract terms) to bring a contractual claim against the prime contractor for the damages

[We acknowledge receipt of your request to start work during the cancellation period. We now [enclose OR attach] confirmation of the contract as follows: OR The cancellation period has now passed and we are therefore able to start

We refer you to Practice Note: Contract variation. A contract variation is a subsequent change to an original contract. Variations to contracts may arise and be proposed for many reasons. Some of the more common reasons include: • changes in the scope of goods or services required • changes in the contract charges or rates • extensions of time • changes in resources required to perform the contract • clarification of issues which the original contract has not adequately dealt with, or • other changes to the underlying needs of each of the parties Not all changes to a contractual relationship amount to an effective or valid variation. Sometimes the changes are such that the end result is not a varied contract but a rescinded one, an assignment or a novation. For more guidance on rescission, assignment and novation, see Practice Notes: Rescission of a contract, Assigning contracts—common scenarios and considerations and Novation—why and how to novate

Claims for breach of contract often involve analysis of whether or not the term alleged to have been breached is one which allows the innocent party to: • terminate the agreement for breach and claim damages (or to affirm the contract, despite the breach, and claim damages), or • claim damages This will depend on whether the term in question takes effect as a condition or a warranty or whether the nature and consequences of the breach are sufficiently serious as to constitute a repudiation of the contract. This is the function of the ‘classification of terms’ in contract cases. For guidance on the distinction between terms and representations and when and how express and implied terms may be incorporated into a contract, see Practice Notes: • Contract interpretation—when is a statement a representation or a contractual term? • Contract interpretation—express terms in contracts • Contract interpretation—terms implied by fact • Contract interpretation—terms implied by law • Contract interpretation—terms implied by custom and usage What is classification of terms and why is it important? Contractual

[Insert commercial sensitivity status, eg ‘confidential’, ‘privileged and confidential’, ‘restricted’, etc] For internal use only: not to send externally This document is a summary of the main terms of the contract for quick reference only. Do not use it as a basis for making business or legal decisions without checking the terms of the underlying contract and consulting with [insert contract owner or relevant team, eg Legal Department]. Internal overview Contract reference: [Insert contract reference] Title of contract: [Insert contract title] Date: [Insert contract date] Description: [Insert description of contract] Internal business customer and department: [Insert name of internal business customer and department][Insert contact details of internal business customer] Contract manager: [Insert name of contract manager][Insert contact details of contract manager] Contract value: [Insert value of contract] Approval required: [yes OR no] [Insert

If two business to business (B2B) contracting parties wish to replace an existing contractual relationship with a new one, there are two options open to them: Variation of the existing contract This Q&A does not consider the procedure for varying a contract and the suitable instruments for documenting a variation. Note that, at law, a ‘new contract’ will not have been created by a variation. For a ‘new contract’ to be created, the original contract must have been terminated in its entirety (for example by a deed of termination) and a fresh new contract separately entered into between the parties. See subtopic: Varying a contract—overview for further advice. Termination of the existing contract and entry into a new one We

Now that you have developed a contract management process (see Precedent: Ireland—Legal contract management process), it is likely that your organisation will require you to measure the legal department’s performance of the legal contract management process to monitor its efficiency and effectiveness. This Practice Note is designed to assist you to devise suitable performance measurement metrics. Why assess? The only way to ensure the business is operating efficiently is to establish clear goals, along with key performance indicators (KPIs) to determine whether those goals are being met. This is true regardless of which facet of the business is to be managed. Why should contract management, perhaps the most basic process of a legal department, be any different? The difficulty with such metrics is that the legal contract management process is dependent on and affected by the actions and delays of third parties, both within your organisation and outside it. Also, since contracts vary so much from one situation to the next in terms of risk or overall complexity, this makes it difficult

This Precedent is a template contract cover sheet to accompany a contract. It is not a legally binding contract document and does not form part of the contract. It is intended for use by a contracting party for their internal contract administration and management purposes only. It assumes the accompanying contract is a business-to-business transaction and is suitable for use by either the supplier or customer contracting party. This Contract cover sheet can be adapted for use as a cover sheet to accompany any contract or agreement in order to illustrate the key ‘at a glance’ items pertinent to it. The Precedent Contract cover sheet is intended as a contract management tool only to summarise the key terms of the contract and provide an ‘at a glance’ synopsis. It is not intended to form or be part of a binding contract. The Precedent Contract cover sheet refers to the contract or terms and conditions which may be attached to a purchase order form or contain detailed schedules of information. The purchase or supply of goods, services

This Practice Note considers implying contractual terms by law. It considers how implied terms are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made, and how terms implied by law arise in contracts of a defined type and where the terms are not addressed in the contract itself. It also considers the test of necessity for implying terms into a contract and provides examples of terms implied by law. Express and implied contractual terms distinguished Contractual terms may be either express or implied: • express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made. For further guidance, see Practice Note: Contract interpretation—express terms in contracts • implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom For guidance on terms implied

This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Ireland—Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts do so in accordance with all internal protocols

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013), a 'sales contract' is defined as 'a contract under which a trader transfers or agrees to transfer the ownership of goods to a consumer and the consumer pays or agrees to pay the price, including any contract that has both goods and services as its object' (emphasis added) (CCR 2013, SI 2013/3134, reg 5). A hire agreement, where the ownership of the goods is not transferred to the consumer, therefore does not fall within the definition of a 'sales contract'. Such contracts may instead fall under the definition of a 'service contract', which are defined as 'a contract, other than a sales contract, under which a trader supplies or agrees to supply a service to a consumer and the consumer pays or agrees to pay the