This Agreement is made on [date] Parties 1 [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party A); and 2 [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party B), each of Party A and Party B being a party and together Party A and Party B are the parties. BACKGROUND (A) Party A carries on the business of [insert description]. (B) Party B carries on the business of [insert description]. (C) The parties wish to document certain non-legally binding Heads of Terms in connection with the Project, which they intend will form the basis of the Proposed Contract, and certain legally binding terms. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: [Associated Act • means the supply of goods or the provision of services in whole or in part that are the same as or similar to those required in connection with the performance of the Project;] Business Day • means a day [other than a Saturday, Sunday or public holiday] in

The facts as you describe them are: • Company A has given notice to terminate its contract with a public body to provide services • the public body has confirmed that it intends to appoint a new contractor to provide services, ie that there will be a relevant transfer under regulation 3(1)(b)(ii) of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 (TUPE 2006, SI 2006/246, reg 3(1)(b)(ii)) (change of contractor) • the identity of the subsequent contractor is not yet known, as the public body has not yet decided to whom it will award the contract • termination of the contract is imminent, and • if

This Practice Note considers the legal and practical issues that may arise when an employee wishes to leave their current employment and move to work for a competitor. The note envisages that the competitor may be a pre-existing organisation, or a new business set up by the employee (acting alone, or with others, such as fellow employees) to undertake the competitive activity. For a comprehensive guide to materials relating to employee competition and confidentiality, including post-termination restrictions, see Practice Note: Restrictive covenants in employment—a guide to our materials. Contract of employment and other documents The first step when advising an employee who is considering leaving their current employer for a competitor is to consider the terms of the contract of employment, and to ascertain the duties and restrictions that apply to the employee. For further information on the various types of post-termination restrictions typically used in contracts of employment, see Practice Note: Post-termination restrictions on competition. Ideally, the employee will have been well-advised when they entered into the contract, as, depending on the relative bargaining

We are not aware of any provision under English taxation law which would determine the owner of income in the circumstances described. However, the rules of English private international law (PIL) may be relevant in ascertaining to which spouse the income belongs. Broadly, the general PIL principles governing the rights of the parties under matrimonial property regimes as follows: Parties are not subject to a matrimonial contract or settlement In the absence of any marriage contract or settlement and in the absence of any subsequent change of domicile, the rights of a husband and wife to each other's

This Practice Note brings together the following frequently asked questions relating to price and payment in commercial business-to-business (B2B) contracts: • How can I manage the effects of rising costs when negotiating price and payment clauses in a commercial contract? • How can we increase the prices under our contract where there is no price variation clause? • What are the considerations for a supplier looking to claim interest for late payment? • As a supplier, should we include an invoice dispute provision in our payment clause? • What is the effect of a supplier undercharging a customer? • What is the effect of a customer overpaying an invoice? • What happens to payment obligations on termination of a contract? • What is a ‘most favoured nation’ clause and what are the considerations around including one? • Does the price in a contract include VAT? These questions may be resolved by reference to the wording of the contract (particularly the price and payment clauses), the surrounding commercial context and the parties’ conduct in practice.

The Cabinet Office has published updated guidance on valuation of contracts under the Procurement Act 2023 (PA 2023). The guidance has been updated to reflect edits to the section entitled ‘what has changed?’ (paragraphs 6-9). While the rules and methodologies under PA 2023 are broadly similar to the approach under the Public Contracts Regulations 2015, there are differences, as outlined in this section of the updated guidance. Subjects covered include situations where estimates are not possible, to ensure compliance with international agreements such as the Comprehensive and Progressive Agreement for Trans-Pacific Partnership, and replacement of the concept of ‘Separate Operational Units’ with anti-avoidance mechanisms within PA 2023 which preserve flexibility for contracting authorities regarding aggregation of requirements. Additionally, the guidance recommends considering additional amounts suppliers may receive from third parties when valuing certain types of public contracts, particularly non-concession contracts involving site development or regeneration.

Breach of a contract entered into before 1 October 2015 Breach of a contract entered into on or after 1 October 2015 Negligence Consumer Protection Act 1987 Relevant legislation All contracts entered into prior to 1 October 2015 (whether in a business or consumer context):—Sale of Goods Act 1979 (SGA 1979)—Supply of Goods and Services Act 1982 (SGSA 1982) Consumer contracts entered into from 1 October 2015:—Consumer Rights Act 2015 (CRA 2015) Not applicable Consumer Protection Act 1987 Who can bring a claim —Parties to the contract (purchaser/consumer)—Third parties specifically referred to in the contract (Contracts (Rights of Third Parties) Act 1999) Parties to the contract (purchaser/consumer)—Third parties specifically referred to in the contract (Contracts (Rights of Third Parties) Act 1999) Users of a product or any person provided that the defendant owed them a duty of care, eg bystanders struck by a defective product Person who suffered damage Potential defendants —Parties to the contract (retailer) —Parties to the contract (retailer) Includes but is not limited to:—manufacturer—repairer—assemblers

Spotting the early symptoms of employer insolvency • most importantly, a contractor needs to keep alert to the employer’s financial status • the contractor should take heed of ongoing rumours about the employer’s financial position (either in the press or by word of mouth) • look out for official announcements to shareholders/the stock market (for example, profit warnings), credit rating downgrades, adverse financial filings at Companies House (eg late accounts or qualified audit opinions) or insurance lapses • note any surprising or uncommercial omissions from the project made by the employer • keep aware of the employer’s non-payment or late payment of other parties on this project, or on other projects being carried out by the employer • clearly, if the employer suspends work on the scheme without any adequate explanation or without commercial rationale, this may be a sign that the employer is unwilling to finance further work • confirm suspicions by carrying out a Dun & Bradstreet search/report, which should disclose, for example, any unsatisfied court judgments against the employer If

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note considers the requirement for a harmful event to enable a court to have special jurisdiction under Article 7(2) of Regulation 1215/2012, Brussels I (recast). It then considers what is a harmful event when considering specific types of claims: economic loss, damaged or defective goods, personal injury claims, intellectual property claims, actions for inducing breach of contract as well as other types of claims. For guidance on the general principles that apply when dealing with tort and delict claims under the regulation, see Practice Note: E&W Brussels I (recast)—tort and delict claims (art 7(2)) [Archived]. For guidance when dealing with contract claims under the regulation, see Practice Note: E&W Brussels I (recast)—contract claims (art 7(1)) [Archived]. Impact of UK’s departure from the EU Following exit day (ie 31 January 2020), the UK became a third state in respect of Regulation (EU) 1215/2012, Brussels I (recast). As a result of transitional

Pre-contract searches Pre-contract searches are usually carried out by the buyer’s solicitor but may be carried out by the seller’s solicitors if they are to give a certificate of title. They can include: • local searches • index map searches • drainage and water searches • highways searches, and • environmental desktop searches For further information, see Practice Note: Pre-contract searches. Environmental desktop searches The Law Society Practice Notes on contaminated land and flood risk recommend that environmental and flood issues are considered in every property transaction. See Practice Notes: • Law Society practice note on contaminated land, and • Flooding—Law Society practice note on flood risk The Law Society guidance onthe impact of climate change on solicitors sets out guidance for organisations on how to manage their business in a manner which is consistent with the transition to net zero and Part B provides guidance for solicitors on how climate change physical risks and climate legal risks may be relevant to client advice, issues which

A lease is a contract between landlord and tenant. Therefore, subject to various statutory requirements, the parties are free to negotiate the terms upon which they are prepared to enter into such relationship. A lease will ordinarily make clear that the demise is let with the benefit of easements or other rights that are attached to and benefit the land, to ensure that the tenant is able to exercise such rights.

This Practice Note describes the purpose and functions of sea carriage documents with reference to the delivery of cargo; in particular it examines bills of lading and sea waybills. It considers how bills of lading may either be charterers’ bills or owner’s bills and how they act as evidence for a contract of carriage or as security for finance. Sea carriage documents A sea carriage document is presented to obtain delivery of cargo, either at the port of discharge or the place of delivery, which will depend on the type of sea carriage document issued by the carrier to the shipper. That document may either be: • a bill of lading • a sea waybill There is additional information on bills of lading and sea waybills in the Practice Note: Bills of lading and sea waybills. Bill of lading A bill of lading may be: • a bearer bill of lading: ◦ cargo