Nature of the condition It is common for contracts for the sale of commercial property to be drafted on the basis that completion of the transaction is conditional on one party (usually the buyer) obtaining planning permission. The sale price will usually be a figure which assumes that the property has the benefit of the planning permission for which that party is to apply. The agreement should specify who is under the obligation to satisfy the condition, exactly what will be required (ie outline or full permission for a specific use or scheme) and the extent of the measures (ie ‘endeavours’) that need to be undertaken to achieve satisfaction of it (see Endeavours obligations below). This Practice Note assumes that the buyer is under that obligation. Contracts conditional on planning often provide that the planning permission must be 'satisfactory' to the buyer, given that they will not be prepared to complete the purchase if the planning permission will not permit them to carry out the development of their proposed scheme on the property. 'Satisfactory

Contractual joint venture agreements This Practice Note sets out various key commercial matters and options to be considered when drafting or reviewing a contractual joint venture agreement. This Practice Note covers drafting a contractual joint venture agreement where the participants to the joint venture enter into a contractual joint venture agreement setting out the terms of their co-operation and collaboration. It does not cover corporate joint ventures. The participants to the joint venture need to consider the type of joint venture arrangement and structure that is most appropriate to meet the participants’ objectives, see Practice Notes: Setting up a joint venture—choice of structure and Drafting for particular types of contractual joint venture. Whichever type of joint venture the participants choose, they should always enter into a comprehensive agreement dealing with: • the participants’ objectives in forming the joint venture • the participants’ initial commitment to the venture in money, skills, or other resources • the way in which the revenue and expenses of the venture are to be divided between the participants • the intended duration

As seen in Practice Note: Dispute resolution clauses—what and why, it is generally seen as being advantageous to include a dispute resolution clause in an agreement. If drafted well it can avoid much uncertainty in the future and provide a clear and uncontroversial roadmap for the parties to try to resolve their dispute without resort (or at least not immediately) to litigation. Many contracts contain dispute resolution clauses. Sometimes these are straightforward clauses simply providing for litigation or perhaps arbitration (and sometimes also dealing with jurisdiction and applicable law). However, it is possible to include a dispute resolution clause which provides an alternative to this by setting out other forms of alternative dispute resolution (ADR) to be followed in the event of a dispute; the intended purpose of such clauses being that such ADR is to be followed before litigation (or arbitration) can be commenced. These are sometimes identified as ‘ADR clauses’ or ‘Dispute resolution clauses’. For guidance on sample wording, see Practice Note: Types of dispute resolution clause—litigation, mediation, multi-tier, hybrid and carve-out

This Practice Note provides practical guidance when drafting a jurisdiction clause in a commercial, business-to-business (B2B) contract. It considers what is a jurisdiction clause, why it is needed and the distinction with governing law clauses, key factors to consider when drafting a jurisdiction clause, such as scope, exclusive, non-exclusive or asymmetric jurisdiction clauses, carve-outs for alternative dispute resolution, use of the word ‘irrevocably’, forum non conveniens waivers, the 2005 Hague Convention on Choice of Court Agreements, the 2019 Hague Judgments Convention, and the position for jurisdiction clauses submitting to the courts of England and Wales where proceedings are commenced outside England and Wales. This Practice Note does not cover the position regarding jurisdiction clauses in business-to-consumer (B2C) contracts. For more information, see Practice Note: Governing law and jurisdiction in contracts with UK consumers. This Practice Note is aimed at commercial lawyers who are drafting and negotiating commercial contracts in England and Wales and assumes that the jurisdiction of the courts of England and Wales will be chosen. If an alternative jurisdiction is to be considered

Note: • this Practice Note gives specific guidance on matters proceeding in the Technology and Construction Court (TCC) under the provisions set out in CPR 60, CPR PD 60 and the TCC Guide. As these provisions are additional to the general provisions set out elsewhere in the CPR, this Practice Note should be read in conjunction with general guidance on preparing for and attending trial including that in Trial—overview which, in turn, links through to detailed guidance on specific aspects of preparing for and attending trials • shorter and flexible trials schemes—claims started on or after 1 October 2015 in the TCC may be suitable for and/or be subject to one or both of the schemes operating under CPR PD 57AB, namely the shorter trials scheme and/or the flexible trials scheme. For more information on these schemes, see Practice Notes: Business and Property Courts—shorter trials scheme and Business and Property Courts—flexible trials scheme • electronic working—for information on electronic working in the TCC, see Practice Note: TCC—starting a claim—High Court or County

This Checklist provides guidance on the information and issues which a potential defendant will need to address when drafting a letter of response under the Pre-Action Protocol for Construction and Engineering Disputes (the Protocol). A letter of response will be very specific to the circumstances of the case and the letter of claim received, but this Checklist gives a guide as to the issues and structure to consider when drafting one. Alternatively, you can use our Precedent: Letter of response—construction or engineering dispute. The elements which must be included in the letter of response are set out in paragraph 8.5 of the Protocol. In considering the extent of information and/or documents required under the Protocol, emphasis is placed on proportionality. The drafting notes below may be more extensive than necessary for a simple or low value dispute but have been included so they can be applied in a larger range of situations, including high value and complex disputes. If your dispute is less substantial, then bear this in mind and take a proportional

Mediation is a voluntary and confidential attempt by two or more parties to reach a negotiated settlement to a dispute. Mediation is conducted by the parties with the assistance of a neutral third party (the mediator) who facilitates a resolution. It is one of the most common forms of alternative dispute resolution (ADR). The active case management duties of the court include ordering or encouraging the parties to use, and facilitating the use of, ADR. This Checklist can be used as a reference when considering the documents required for a mediation and as a guide when drafting a mediation position statement. It has not been drafted in precedent form since the contents may vary in accordance with the type of dispute, the nature of the parties involved and whether the mediation is largely being client-led or (legal) representative-led. For more on mediation as a form of ADR, including information about the mediation scheme used in the UK Intellectual Property Office, see Practice Note: IP and mediation. For more information about the use of other forms of

This Checklist sets out the key issues to consider when drafting a schedule to a business-to-business agreement. For more information on drafting commercial contracts, generally, see: • Practice Note: Key terms and conditions in commercial contracts • Practice Note: Structure and form of commercial contracts • Commercial contract drafting and review—checklist • Commercial contract review and execution (business personnel)—checklist What are schedules used for? Schedules to an agreement usually contain detailed information about specific aspects of the agreement or variables to a standard contract, and often deal with commercial matters. This might include pricing and charges, key personnel, service levels and service credits, specifications and scopes of work (eg details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. Particularly in complex agreements, it is common for the relevant commercial teams in the business to take on responsibility for the schedules dealing with commercial matters (with input from lawyers to the extent required), as they are best placed to understand

This Practice Note is a practical guide to drafting a trade mark licence. It is intended to provide an overview of the main issues to consider for practitioners before they start drafting a licence. It sets out the key concerns of the licensor and licensee when drafting the licence and practical tips for achieving their aims. It includes general guidance on the drafting of key provisions of a trade mark licence, as well as guidance on the specialist considerations that should be taken into account when drafting licences dealing with luxury brands, character merchandising agreements and manufacturing licences. It contains links to key trade mark licence Precedents and clauses so that practitioners can easily find example wording and accompanying Drafting Notes. What is a trade mark licence? A ‘trade mark licence’ is a permission by the trade mark proprietor to do something which would otherwise be trade mark infringement. A licence may be in respect of all of the rights in the mark, or in relation to only some of the relevant goods or services

An employment settlement agreement is an agreement which, if it complies with stringent statutory conditions, enables an employee and employer to agree that the employee will not bring or pursue statutory claims against their employer, usually in return for compensation being paid to the employee. For further information, see Practice Note: Settlement agreements in employment: legal requirements. There may be circumstances where an entity other than the employer would also be well-advised to seek to protect itself against such claims, for example: • if the employee works, or has worked, for other companies or entities in the employer’s group, the employee may have potential claims against those entities • where there is a transfer under TUPE 2006, the transferee may inherit liability for automatically unfair dismissals effected by the transferor pre-transfer (see Practice Note: TUPE—transfer of rights and liabilities—Liabilities for pre-transfer dismissals) Claims against companies in the same group as the employer are covered in Precedent: Settlement agreement (employment) (see in particular the drafting notes to Definition—Group Company). In principle (and with certain exceptions),

This Checklist pulls together some suggested issues you should consider and/or agree in principle when drafting an acting for yourself, friends and family policy. A separate checklist sets out issues for staff to consider if your policy allows them to act for themselves, friends and family—see Precedent: Acting for a partner or employee, or acting for yourself, friends and family—checklist for staff. This checklist should be read in conjunction with Practice Note: Acting for yourself, friends and family and Precedent: Acting for yourself, friends and family—policy. It contains tick boxes for you to mark whether you have considered/agreed each suggestion and also a section to insert comments or note action points. Action/Consideration Comment/Action ☐ Decide whether the firm will impose

This Checklist sets out the key commercial and legal issues to be considered when drafting an agency agreement. The Checklist distinguishes the approach for commercial agents (as defined in the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 (Commercial Agents Regulations)) and standard agency arrangements, and covers exclusive, non-exclusive, and sole agency appointments. Although drafted from the perspective of the principal, this Checklist considers areas that may be important to agents, as well as the principal. It is anticipated that this Checklist will be used when drafting and reviewing agency agreements relating to the appointment of agents for territories in the UK, although consideration is given to issues that may arise where the agent is appointed for an overseas territory. Where an agency agreement covers an international territory and/or is entered into with a principal or agent located in another territory, consider whether local law advice is required. For guidance relating to agency generally, see Practice Notes: • Nature and types of agency • Scope and authority of the agent • Relationship of principal and agent • Agent