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PRECEDENTS
Notice of assignment [ To be printed on the headed notepaper of the assignor ] To: [insert name and address of the relevant contract counterparty] Date: [insert date] Dear [insert organisation name], [insert brief description of the relevant assigned contract] 1 We refer to the assignment of contractual rights (the ‘Assignment’) dated [insert date] and granted by us as assignor (the ‘Assignor’) in favour of [insert name of lender] (the ‘Lender’). 2 We refer to the contract relating to [insert description of relevant contract] dated [insert date] and entered into between us as [insert party] and you, [insert name of relevant counterparty], as [insert party] (as amended, novated, supplemented, restated or replaced from time to time) (the ‘Contract’). 3 We give you notice that, pursuant to the terms of the Assignment, we have assigned to the Lender by way of security all of our rights, title and interest from time to time in, and the full benefit of, the Contract and all rights, title and interest in any amounts payable to us under
Q&As
We have assumed that the question relates to a licence of intellectual property rights. Licence agreements A licence in commercial agreements is a permission to deal with property and can relate to any type of asset, including technology and intellectual property. For example, see Precedents: Copyright licence—pro-licensor and Trade mark licence—pro-licensee. Standard terms in licence agreements would include the grant of the licence, the licence fee/charges, the licensee’s obligations, provisions about intellectual property rights, confidentiality, indemnification of the licensor and termination. The contract would usually be terminable on a certain date, on breach or by reason of insolvency. A termination clause will often specify
PRECEDENTS
This Agreement is made on [date] Parties 1 [Name of company], a company incorporated in England with registered number [insert company number] whose registered office is at [address] (the Company); and 2 [Name of employee], of [address] (you). The parties agree: 1 Definitions and interpretation 1.1 In this Agreement the following expressions will, unless the context otherwise requires, have the meanings set opposite them: Basic Salary • the meaning given to it in Clause 9.1; [Board • [the directors of the Company present at a meeting: (i) of directors of the Company or (ii) of a duly appointed committee of directors of the Company[ such meeting to be convened and quorate in accordance with the articles of association of the Company and CA 2006] OR the directors of the Company present at a meeting of directors of the Company[, such meeting to be convened and quorate in accordance with the articles of association of the Company and CA 2006] ];] [Chief Executive • the [chief executive] of the Company from time to time;] Commencement Date • [[date] OR the date specified in Clause 3.1] (regardless of the date of execution of this Agreement); CA 2006 • the Companies
PRECEDENTS
General This Precedent is a sample initial employee offer letter outlining only the basic terms upon which employment is being offered. The Precedent assumes that the full contract of employment or service agreement will be enclosed with the offer letter. It is particularly important to include the words ‘Subject to contract’ at the top of the letter. The employer will typically wish the terms of the offer letter to be as attractive to the prospective employee as possible, and so will focus on the remuneration and benefits offered. However, it will also usually be appropriate to flag key conditions of the offer, and so the Precedent goes on to do this. A sample employment contract which could be adapted to be used with this offer letter include Precedent: • Ireland—Employment contract basic version The contract itself will need to comply with the requirements for a written statement of terms of employment that must be provided to an employee within one month of the commencement of employment, under TE(I)A 1994 (IRL), s 3(1). Data protection issues Employers will need to ensure that they comply
PRACTICE NOTES
In December 2017, FIDIC launched the second editions of the Red, Yellow and Silver Books. Three years later, in December 2022, FIDIC launched reprints. The FIDIC Yellow Book 2022 reprint is to be described as ‘The Conditions of Contract for Electrical & Mechanical Plant and for Building and for Engineering Works, Designed by the Contractor Second Edition 2017, reprinted 2022 with amendments.’ It is published with the same ISBN number. The amendments include: • the errata issued in December 2018 (see News Analysis: Errata to FIDIC 2017 contracts published) • the additional errata issued in June 2019, and • further errata and new amendments made in November 2022 (and said to be effective from 1 January 2023) which FIDIC describe as ‘improvements & clarifications in response to industry feedback and to support the increased use of 2017 contracts' There is no obligation to use the FIDIC 2022 reprints. The Parties are free to choose the original FIDIC 2017 books if they prefer. This
CHECKLISTS
This Checklist canvasses some of the common issues encountered when it comes to requesting or providing an employment reference. For further guidance on references generally, see Practice Note: References. For a template letter of reference from an employer to a prospective new employer concerning an existing or former employee, see Precedent: Letter—employee reference. • Requesting references ◦ It is common practice for an employer to give a reference in respect of an employee or former employee almost as a matter of course, unless there are good reasons for not doing so ◦ Check whether the references are required before employment commences—they usually will be and so any offer letter should contain a statement that the offer is conditional upon and subject to receipt of references satisfactory to the employer. The statement must be made to the employee before they accept the employment, so that it becomes a term of the contract. If the employment is started before those references are received, the employment contract should provide that, if unsatisfactory references are received, the employer has the right to dismiss
Q&As
Early termination There are numerous different circumstances that may lead a party to wish to terminate an agreement early (eg for convenience on notice, non-payment, breach or insolvency). Different considerations will apply depending on these circumstances. For general guidance on termination, see Practice Notes: Termination and expiry of contracts and Terminating commercial contracts. Termination for convenience on notice It is quite common for parties to negotiate terms that stipulate when an agreement may terminate. It is important that a party is aware of the contractual rights and powers that are set out in the agreement entitling one party to terminate and the specific requirements of serving notice. A ‘notices’ clause provides the means by which parties to a contract formally communicate with each other under the contract. The inclusion of a notices clause in a commercial agreement allows the parties to provide for an agreed means of sending formal notices to one another, rather than relying on statutory provisions which may otherwise apply. See Practice Note: Notices—commercial contracts. Where an agreement
Q&As
We assume the contract in question is an off-premises business to consumer contract for the supply of services, with both contracting parties based in the UK. Set-off comes into consideration where parties have financial liabilities to one another. A right to set-off allows parties to deduct one party’s liability from the other leaving an outstanding balance to
NEWS
Ireland-Commercial: The LexisNexis Ireland—Commercial practical guidance team has published a new Practice Note which considers the steps which a business can take to review its commercial contracts with a view to extracting maximum value and minimising costs. The Practice Note explains the circumstances which might prompt a legal contract review, what should be reviewed and who should be involved in the review process. It also explains the key elements of the contracts reviewed from both a customer’s and a supplier’s perspective.
Q&As
We have focused on residential leases for the purposes of this Q&A. Almost every lease of a residential flat will contain a provision within it which allows the landlord to enter and regain possession in the event of a breach of covenant. This right is usually relied on in the case of long leases (over 21 years in duration). From the expression in the question that the tenant is happy for the lease to be forfeit, it is likely that the context of this question is a short lease, or assured shorthold tenancy (AST). It is very unlikely the case that a long leaseholder who has paid a premium comparable to the purchase of the freehold would be content to forfeit his interest. This answer assumes that the tenant
Q&As
VAT Whether a price quoted is inclusive or exclusive of VAT must turn on the terms of the particular contract. If there is nothing in the contract between the parties at all, it is generally considered that section 19(2) of the Value Added
Q&As
Termination clauses Termination clauses typically provide for an agreement to be ended on notice or with immediate effect upon specified events occurring, such as material or persistent breach of its terms or insolvency. They are interpreted in the same way as other terms of commercial agreements. For further guidance, see Practice Note: Contract interpretation—the guiding principles and Formation and interpretation—overview. Clauses giving the right to terminate on the cessation of business are usually combined with a clause giving such right on the insolvency of the other party. For example, it might be to the effect that either