Dear [insert name of Party B or its representative] [insert name and date of agreement] [Our client: [insert client name] OR [Insert name Party A]] [Your client: [insert client name] OR [Insert name Party B]] 1 [ [As you are aware, we OR We] act for [insert client name] ([insert Party A short name]).] 2 [We are writing with formal confirmation of the information conveyed to you in the [letter OR e-mail OR telephone

Why you need to manage this risk Contract management is often seen as an activity aimed not at ‘finding fault’ but at identifying problems, finding solutions and resolving issues before they become disputes. However, this approach is only part of best practice contract management. You will be mindful that contract management not only enables the parties to a contract to work together to achieve the objectives of the contract, but also deals with contract compliance and any shortcomings, contract changes, extensions and renewals. All parties to the contract must fully meet their respective obligations, therefore contract management includes collating evidence of breach so that any eventual legal process can be substantiated. To cover all these aspects, the contract management structure must be planned from the outset of the procurement process. This guide concentrates on the activities which need to be undertaken after a contract has been awarded and the service provision has commenced. The key risks arising from poor or no contract management are: • failure of the contract to fulfil its objectives—the contracted

This Checklist sets out the issues to consider when drafting a variation document to vary an underlying agreement. For a ‘how to’ guide on varying commercial contracts which signposts relevant content, see Practice Note: Ireland—How to vary a contract. Parties may consider contract variation for a number of reasons. For template variation documents, see Precedents: • Ireland—Variation agreement • Ireland—Deed of variation Variations can be drafted in letter form and this may be sufficient where the amendments are minor. Duplicate copies of the letter should always be provided and it is important to ensure that it is signed and returned before the variation is due to take effect. See Precedent: Ireland—Letter of variation. If the variation is solely to extend the term of the original contract, see Precedent: Ireland—Letter of extension. This Checklist is intended for use when varying a business-to-business agreement. Issues to consider The table below sets out the issues to consider when varying an agreement, including preliminary considerations, the difference between using a simple contract versus a deed for the variation, drafting considerations

Can I terminate a fixed term commercial contract early? We have a contract with another organisation, which is for a fixed term. However, we would like to terminate the agreement early, even though the other organisation has not breached the contract. It depends, but probably not The exact answer, as always, depends and you will need to take a close look at the contract to see exactly what its terms provide. Consider how clearly the fixed term is defined, and if there are any terms in the agreement that would be incompatible with a fixed term agreement. If so, you may be able to argue that you are entitled to terminate the contract before the fixed term ends. Otherwise, you may need to rely on one of the following grounds to terminate the agreement early: • the other party

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

Now that you have developed a contract management process (see Precedent: 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 to

Overview of the NEC Term Service Short Contract The NEC Term Service Short Contract, or TSSC, is part of the NEC3 and NEC4 suites of contracts (see Practice Note: NEC contracts—introduction). It is an alternative to the longer form NEC3/NEC4 Term Service Contract (which is covered in a separate Practice Note: NEC Term Service Contract). The NEC3/NEC4 Term Service Short Contract can be used for contracts for straightforward work that does not require sophisticated management, and which imposes low risks on the employer and contractor. This could include contracts for cleaning or catering for example. Parties should choose between the NEC3/NEC4 Term Service Short and Term Service contracts based on the potential risks which could arise. If the risks are low, the NEC3/NEC4 Term Service Short Contract may be appropriate. The NEC3/NEC4 Term Contracts are distinct from framework agreements that do not guarantee any work. The Term Service contracts are for use where a contractor will be required to carry out work, whether on a regular basis, or on an ad hoc basis when called off by

This Practice Note on rules on interpreting contracts (agreements) (also known as construing or the construction of contracts and contractual terms) considers key cases (Rainy Sky v Kookmin, Arnold v Britton, Wood v Capita) and specific rules (or canons) of construction. It should be read in conjunction with Practice Notes: • Contract interpretation—the guiding principles • How to approach a contractual interpretation dispute—a practical guide 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) is supplemented by general rules or guidelines (also known as 'canons of construction') which can be used to assist in ascertaining the meaning of a written contract. This Practice Note considers the most important of these guidelines, namely: • whole of the document relevant • commercial sense (business common sense) and avoiding an unreasonable outcome • cutting down rights and remedies • saving the document • consistency of terms • mistakes in the contract • contra proferentem principle • ejusdem generis principle • adjectives

In answering this Q&A, the grounds upon which a contract can be deemed to be void if what the contract purported to do was impossible at the time the contract was concluded have been taken into consideration. A contract can be ‘deemed’ to be void by a court of law. However, a void contract, in contrast to a voidable contract, is void ab initio—from the moment it is purportedly entered into. The law treats a void contract as if it had never been made. It is not legally valid at any point in its existence and neither party can go to court to enforce its terms. See generally: Contracts—termination and contractual claims and remedies—overview and Practice Note: Void contracts. A contract that is void must be distinguished from one that is merely voidable and one that is unenforceable. Voidable contracts A voidable contract is one that a party is entitled to rescind, or to have set aside

Long-stop date As stated in the Drafting Notes to clause: Long-stop date definition, the term long-stop date is commonly included in an agreement that is subject to conditions, with the definition setting out the date by which such conditions must be satisfied or waived. It could, however, be used to represent a date by which certain obligations in an agreement must be met or certain rights in an agreement must be exercised. The parties should firstly consider the contractual purpose of the long-stop date and the implications of the long-stop date passing. Consider whether the long-stop date is for a condition precedent to be fulfilled prior to the agreement properly coming into force, or if the long-stop date refers to a date by which an obligation must be performed by one of the parties under an already in force contract. The consequences of the long-stop not being met will

Affirmation of a contract arises in circumstances whereby there has been a repudiatory breach of contract, meaning a breach which entitles the innocent party to treat the contract as being disregarded and so refuse to be bound by its terms, or a misrepresentation which entitles the innocent party to rescind the contract. When there has been a repudiatory breach, the innocent party can accept the breach and treat the contract as at an end, which would need to be communicated by the innocent party, or they can affirm the contract. Affirmation of a contract is treating the contract as continuing, which can be express or implied. If the innocent party acts in a manner that shows a clear and unequivocal expression of an intention to continue with the contract, then affirmation can be implied. An innocent party can only affirm a contract if it chooses

Overview of the NEC Supply Short Contract The NEC Supply Short Contract, as the name suggests, is a concise form of contract for the supply of goods and services. It is part of both the NEC3 and NEC4 suites of contract, and is also known within the NEC suites as the SSC form. It is an alternative to the longer form NEC3/NEC4 Supply Contract (see Practice Note: NEC Supply Contract). The NEC3/NEC4 Supply Short Contract is intended to be used for the purchase of low value/risk items which do not require active management of the purchase. It may be used to purchase ‘standard commodities’, and the NEC3 Guidance Notes give the examples of the purchase of stationery, printer supplies, tools, raw materials etc. The Purchaser can choose whether the goods are to be delivered in a single delivery, or in batches (clause 23.1). The Purchaser may wish to order in batches if the precise dates for delivery or quantities are not known at the date of the contract, perhaps if the goods are for an ongoing construction