This Practice Note Drafting an appraisal form provides guidance on drafting an appraisal form which can be used to assess and review an individual’s performance against both objectives and core skills (competencies). Why are appraisals important? An effective performance management process focuses on: • aligning your workforce with the strategic aims of the business • improving employee performance • supporting employee development and retention • driving better business results Creating a competency based appraisal process The first thing to note is the appraisal form should not be a document that is followed laboriously, but rather something that supports and guides the discussion and provides a framework for recording what was said. The most important aspect of an appraisal is the discussion, not the form. Competencies are the behaviours that employees need to perform a job to a high level. They relate to how people deliver objectives rather than what the objectives are. Competencies help translate the firm’s strategic aims and objectives into clear expectations for each employee. For

This Checklist considers some of the relevant considerations when drafting an arbitration agreement in respect of actual or potential disputes in the technology, media and telecoms (TMT) sectors. The factors to consider when drafting arbitration agreements in general will be relevant, see: Drafting arbitration agreements—checklist, Arbitration agreements—content and Arbitration agreements—the in writing requirement. In addition: • consider whether arbitration is the most appropriate option for resolving the actual or likely disputes between the parties: ◦ does the dispute or would the potential dispute involve information such as technical know-how which should be kept private and confidential from third parties? ◦ is the commercial relationship between the parties long-term, such that the relationship is likely to continue despite the existence of a dispute? Would a private and confidential dispute resolution method be more likely to assist in the preservation of that relationship? ◦ is public knowledge of the dispute desirable or undesirable? ◦ what is the reputation of the judiciary in the various candidate jurisdictions if

Price review clauses are a common feature of long term energy contracts (and are also used in other long term commercial contracts). They seek to ensure that, over time, the contract price reflects changes in the market due to, for example, changes in regulatory frameworks, changes in law or tax, and/or other significant changes in market circumstances. What is a price review clause? Price review clauses are generally used to adjust the price or cost of goods and/or services supplied under a long-term contract. These types of clauses are used as a mechanism by which a party can minimise the risk that an agreement becomes unprofitable if, for example, the direct cost of the goods to the seller drastically increases. Ordinarily, there is a ‘trigger event’ (such as a change in the raw cost of goods) that is met, which subsequently enables a party (usually a supplier) to initiate a price review. Price review clauses can be enforceable, provided they are specific and tightly drafted; vague drafting opens up the potential that

Legal requirements of an information There are a number of ways of commencing criminal proceedings in England and Wales: • charge at the police station following arrest with a requirement to attend the magistrates’ court • written charge together with a requisition requiring the defendant to attend court on a specified date and time (available to only certain public prosecutors, see: Prosecutors authorised under s 29 Criminal Justice Act 2003 to commence criminal proceedings by way of written charge and requisition or written charge and single justice notice—checklist) • written charge together with a single justice procedure notice requiring the defendant to indicate a plea and, if guilty, consent to the disposal of the case by use of the single justice procedure on the papers (see Practice Note: Single justice procedure) • making an application for the issue of a summons (often termed ‘laying an information’) in the magistrates' court and obtaining a summons issued by the court requiring the defendant to attend court on a specified date and time (see Practice Note: Commencing criminal proceedings—applying for the issue

This Practice Note provides practical guidance when drafting and advising on an invitation to tender in the context of a commercial private procurement transaction. It includes considerations on preparation and planning, confidentiality and intellectual property, approach, alternative techniques, legal status, key issues, drafting considerations, contractual terms and conditions, evaluation criteria, stakeholder management and cross-border issues. Organisations issue an invitation to tender (ITT) (also referred to as a request for proposal (RFP)), when they wish to receive and evaluate a tender (or proposal) from two or more third party suppliers of specific goods or services (or a combination of the same) and, subsequently, to enter into a contract with the supplier who is best able to deliver those goods or services at a competitive price. This Practice Note is aimed at general commercial practitioners advising business customers on the procurement of a broad range of commercial arrangements from third party suppliers such as: • supply of goods • IT services, such as application development and maintenance • outsourcing

This Checklist outlines key provisions and issues for consideration when drafting and negotiating a contract review clause. For a Precedent contract review clause together with detailed drafting notes, see Precedent: Contract review clause. Contract review provisions are typically found in schedules to contracts. For information on drafting schedules, see: Drafting a schedule—checklist. See also Practice Notes: • Agreements to agree • Good faith in commercial agreements—Agreements to negotiate in good faith • Reviewing commercial contracts to minimise financial difficulties Legal Issues General comments What to watch out for Scope The contract review may apply to only certain clauses, such as price, or extend to a review of the whole contract. The review may be carried out by one party to the contract, both parties to the contract or an independent third party. Consider which contractual provisions are being made subject to a review.Consider who will carry out the review. If it is an independent third party, consider who is going to do it and how this is going to be paid for. Ensure that

For Precedent force majeure clauses together with detailed drafting notes, see Precedents: • Force majeure clause • Force majeure and business continuity clause • Force majeure event definition For information on force majeure generally, see Practice Notes: • Force majeure—consequences and contract discharge • Force majeure clause analysis—a practical guide • Force majeure—key and illustrative decisions For information on the related concept of frustration, see Practice Note: Discharge by frustration. For further considerations around alternatives to force majeure, see Practice Note: Drafting for unforeseen events—commercial contracts. For information on dealing with commercial contracts in difficult times, see: Commercial contracts in difficult times—resources—checklist. Legal Issues General comments What to watch out for General considerations Force majeure clauses relieve a party from its contractual obligations on the occurrence of a disruptive event outside that party's reasonable control. Force majeure is only recognised in English law if it is specifically provided for in the terms of a contract, although the doctrine of frustration may be relevant (and the application of this doctrine is typically narrower

This Checklist sets out the key issues to consider when drafting and negotiating a limitation of liability clause in a business-to-business (B2B) contract. It provides practical guidance for negotiating and drafting limitation of liability clauses (also known as limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses) in a commercial contract and considers the implications of common law and statutory controls, including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). It considers: • general drafting points for limitation of liability clauses • key issues to consider • party specific considerations • drafting financial caps • summary of the key common law and statutory controls, and • other ways to limit or exclude liability For a precedent limitation of liability clause together with detailed drafting notes, see Precedent: Limitation of liability clause. For information on exclusion and limitation of liability generally, see Practice Note: Exclusion and limitation of liability. For a ‘how to’ guide on reviewing an exclusion and limitation of liability clause in commercial business-to-business

This Checklist outlines key provisions and issues for consideration when drafting and negotiating liquidated damages clauses. For Precedent liquidated damages clauses together with detailed drafting notes, see Precedent: Liquidated damages clause. For further information on liquidated damages and penalties, see Practice Note: Contract interpretation—distinguishing between liquidated damages and penalty clauses including, in particular the following sections: • What is a liquidated damages clause? • Liquidated damages clauses—when and how they are used • Liquidated damages v penalties—when does the issue arise? For a high level view of factors to consider when determining whether or not a liquidated damages clause may be held to be unenforceable as a penalty, see: Liquidated damages v penalty clause—checklist. For more information on penalty clauses in the context of interest rates in commercial contracts, see Practice Note: Penalty interest rates in commercial contracts. Legal Issues General comments What to watch out for If the rule against penalties is engaged, is the sum or remedy stipulated as a consequence of a breach of contract exorbitant or unconscionable

For a precedent non-solicitation clause together with drafting notes, see Precedent: Non-solicitation clause—commercial contracts. Non-solicitation clauses are a restraint of trade and therefore, need to be carefully drafted in order to stand a chance of being enforceable. For more information on the doctrine of restraint of trade in commercial contracts, see Practice Notes: Restrictive covenants and restraint of trade in commercial contracts and Decisions on restrictive covenants in commercial contracts. Legal Issues General comments What to watch out for Legitimate interests A restraint of trade is contrary to public policy and therefore, will be unlawful unless it protects a legitimate interest.For example, the restraint must protect a business in which the company benefiting from the provision (covenantee) is interested. Therefore, one party to a corporate joint venture may be entitled to protect itself against competition from the other party to, for example, maintain a stable and trained workforce or because it has a stake in the success of a corporate joint venture (Dawnay Day & Co Ltd v de Braconier d’Alphen [1997] IRLR

This Checklist sets out the key issues and provisions to consider when drafting and negotiating the novation of a contract to a third party. For a precedent novation, see Precedents: • Novation agreement—long form • Novation agreement—short form • Deed of novation—long form • Deed of novation—short form • Short form letter of novation For information on novation generally, see: • Practice Note: How to novate a contract • Practice Note: Novation—why and how to novate a contract • Third parties, subcontracting and transfers—overview For guidance on novation in the specific context of the construction industry, see: Novation in construction projects—overview. Note that for contracts novated on or after 31 December 2018, the Business Contract Terms (Assignment of Receivables) Regulations 2018, SI 2018/1254 may render ineffective any restrictions on the assignment of receivables. For more information, see the drafting notes and optional clauses in Precedent: Assignment clause, and News Analyses: Updated draft regulations on business contract terms and Back for good—new Business Contract Terms (Assignment of Receivables Regulations) 2018. The Regulations

This Checklist outlines key provisions and issues for consideration when drafting and negotiating a payment clause in a business to business contract, including provisions on late payment. The Commercial Payments Bill was introduced to Parliament in May 2026 and is likely to have a significant impact on contractual payment provisions, interest on late payments, invoice dispute mechanisms, increased reporting on payment practices and increased powers of the Small Business Commissioner. For more information, see below and News Analysis: Commercial Payments Bill: practical implications for commercial lawyers and Practice Note: Commercial—horizon scanner. For a Precedent payment clause, see Precedent: Payment clause—commercial contracts. For information on late payment, see Practice Notes: Penalty interest rates in commercial contracts and Late Payment of Commercial Debts (Interest) Act 1998, including, in particular, sections: • Contracts, organisations and debts subject to LPCD(I)A 1998 • Calculating the statutory interest • Express terms for late payment in place of statutory interest • Meaning of 'grossly unfair' Price and payment provisions in a contract are often interlinked. When using this checklist, also