Formation of contract There are only two forms of contract—deeds and simple contracts. See Practice Note: Executing documents—deeds and simple contracts. A deed is a contract executed under seal, signed by the parties and witnessed. A simple contract can be oral or in writing. Contracts other than deeds are analysed in terms of offer, acceptance and the intention to create legally binding relations. See: Formation and interpretation—overview. There are three fundamental differences between deeds and simple contracts: • unlike a simple contract, certain formalities are required for a deed as set out in section 1

[ To be typed on Company headed notepaper, including the company number ] Private & Confidential [Enter name and address of director] [Enter date] Dear [enter name], [insert name of company] (Company) I am pleased to confirm that, on [insert date], the board of directors of the Company (Board)[ accepted the recommendation of the nomination committee and] approved your appointment as a non-executive director of the Company. This letter sets out the main terms of your appointment. It is agreed that, on acceptance by you, this letter will constitute a contract for services and not a contract of employment. For the avoidance of doubt, you are not an employee[ or worker] of the Company. 1 Appointment and term 1.1 Subject to the remaining provisions of this letter, your appointment will begin on [insert date] and, subject to Paragraph 1.3 below, will continue [for an initial fixed term of [insert duration, eg two years] expiring on [insert date] OR until the conclusion of the Company’s annual general meeting (AGM) occurring approximately [insert duration, eg three years] from that date], unless terminated earlier by either party giving to the other [insert

It is not uncommon for a contractual option to contain conditions precedent which if they are not satisfied by a certain date (or, as in this scenario, they are satisfied by a certain date) will mean that the contract is no longer enforceable. Therefore as in this scenario, party A may require party B to take a transfer of land unless the relevant condition is satisfied. If the condition is satisfied, the right of party A to require party B to take the transfer falls away. Contracts will often contain a waiver provision in relation to the condition but where the contract

Most projects are underpinned by a complex web of contractual relationships between all the parties involved in the project (eg the project company, equity investors, contractors, sub-contractors, off-takers and suppliers). These documents are generally referred to as the 'project documents' (see: Project documents—issues for lenders—overview). In many projects, the operation and maintenance contract (O&M Contract) is one of the principal project documents. What is an operation and maintenance contract? In a typical project finance transaction, the project company is a special purpose vehicle (SPV) set up specifically for the purposes of the project (see Practice Note: Project finance—key project parties). If the project company is an SPV, it is unlikely to have the expertise to operate or maintain the project itself, so it will enter into an O&M Contract with an appropriately-skilled contractor (the O&M Contractor) to provide those services. The purpose of an O&M Contract is to: • allocate operating risk to the party best placed to bear it, ie the O&M Contractor (for

1 Place of work 1.1 [The Company has adopted a hybrid working policy on a trial basis, with the policy due to be reviewed in [insert timeframe, eg month and year]. ] [During this trial period, your OR Your] normal place of work will be [specify workplace eg the Birmingham office] on [specify days], and your [home address OR agreed remote working location] from time to time, currently [insert address], on [specify days].[ These arrangements are subject to change, depending on the outcome of the review of the hybrid working policy. In particular, if hybrid working is not continued, your normal place of work will be [specify workplace eg the Birmingham office] on [specify days].] 1.2 In the course of your duties you may also be required to work at other locations within [the United Kingdom] as we may reasonably require, including visits to our premises and to other locations as the needs of our business[ and our policies relating to hybrid workers] may require.[ In particular you agree to attend the workplace for[ departmental] meetings on [specify days].]

This Agreement is made on [date] Parties 1 [Name of company], a company incorporated in [Scotland] with registered number [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 the Companies Act 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 the Companies Act 2006] ];] [Chief Executive • the [chief executive] of [the Company OR [insert name of Group Company]] as appointed by the [Board OR Group Board] from time to time;] Commencement Date

Introduction—transactional Islamic finance There are a number of different opinions and principles iterated by Shari’ah board members when interpreting Shari’ah law in commercial situations thus resulting in what would appear to be discrepancies in the use of legal documentation within Islamic finance transactions. In response to these recognised market inconsistencies, there has been greater global focus upon the development of national centralised regulatory authorities on matters of Islamic finance. For example, in 2017 following the national sanction of an Islamic finance industry, the Moroccan Shari’ah Committee for Participative Finance was established by royal decree as a body of 10 Islamic scholars and financial experts to oversee and regulate the newly established financial sector. The Central Bank of Bahrain (the CBB) which has regulated the Bahrain financial sector since 2002, has similarly followed this developing regulatory trend by releasing an announcement in September 2017 to the effect that all banking reports (traditionally approved by in-house Islamic scholars) are to be subject to external audit, plus from June 2018 new rules were introduced to further

Under the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010, SI 2010/772, employers using DC schemes may certify that their scheme satisfies one of three sets of alternative quality requirements (Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010, SI 2010/772, reg 32E). In the context of automatic enrolment, ‘pensionable earnings’ and ‘qualifying earnings’ have distinct meanings. A PILON may therefore fall within one definition but not another. Sets 1 and 2 are based on ‘pensionable earnings’. The Pensions Regulator’s guidance refers to ‘pensionable earnings’ as ‘pensionable pay’, meaning pay that is pensionable under the scheme rules, see: Automatic enrolment detailed guidance for employers no. 4, paras 54–55. Accordingly, whether a PILON constitutes pensionable earnings for

The most obvious and straightforward method for a party to protect itself is to limit its financial liability under a contract by agreeing a financial cap. Some parties take the approach that they are willing to accept unreasonable or onerous clauses in contracts provided they cap their ultimate liability. Doing so may provide the ring-fence that the contractor requires to understand (and price for) the worst case scenario, and in turn save time negotiating the contract terms. In this regard see Lexis+®

This Agreement is made on [date] Parties 1 [Name of company], a company incorporated in Scotland 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

If you enter into a retainer with a consumer client away from your office or without meeting them, it is likely that the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 apply. This Practice Note will help you assess whether the Regulations apply and, if they do: • whether you need to comply with requirements about distance contracts or off-premises contracts • the differences in those requirements The flowchart below gives a high level overview of when the regulations apply: Which clients do the regulations apply to? To have the benefit of cancellation rights under the Regulations your client must be an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession. Which contracts do the regulations apply to? A client retainer is a contract for services for the purpose of the Regulations. The Regulations will apply if your retainer falls within the definition of: • an off premises contract, or • a distance contract What is an off-premises contract? The definition

This Practice Note looks at a party’s entitlement to adjudicate, including how it arises (from a statutory, contractual and/or ad hoc right), when the right may be exercised and whether a dispute has arisen under a construction contract. It also considers assignment, novation and third party rights, the use of multiple adjudications and adjudication where the referring party is in liquidation. For guidance on requirements relating to the scope of a dispute, see Practice Note: Adjudication—is there a ‘dispute’? which covers whether a dispute has crystallised, is a single dispute (although it may involve multiple issues), is not the same or substantially the same dispute as one that has been determined previously in an adjudication, court or arbitral proceedings, and issues regarding settlement of disputes. For practical considerations to take into account before commencing an adjudication, see Checklist: Issues to consider before commencing an adjudication and Practice Note: The Notice of Adjudication. Statutory adjudication Adjudication in the construction industry is a dispute resolution process which provides a speedy mechanism for parties to resolve disputes. Most construction