This Checklist sets out the key issues relating to the legal concept of delivery in business to business (B2B) contracts and the issues which should be considered when negotiating and drafting contract terms concerning delivery of goods. What is delivery? Delivery refers to the voluntary transfer of possession of goods from one person to another, rather than the mere dispatch of goods. Legal significance attaches to delivery entitling the seller to demand payment once delivery has occurred or, alternatively, the absence of delivery may entitle the buyer to claim damages. According to section 27 of the Sale of Goods Act 1979 (SGA 1979), the seller’s basic obligation is to deliver the goods in accordance with the terms of the contract. The parameters of this primary obligation are delineated by the provisions of SGA 1979. The point at which delivery takes place is often indicative of when risk passes from the seller to the buyer. Ideally, parties should specify in the contract the manner in which delivery takes place. In this regard, often the contract of sale

This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. Once the parties have agreed the broad terms of a commercial deal, including the structure of the private equity buyout (MBO) transaction, there are certain preliminary documents that may be entered into at the outset before due diligence commences and the main documentation is negotiated. Heads of terms—acquisition Drafting: finding a suitable precedent Precedent Comments Heads of terms—private M&A—share purchase Heads of terms are not usually legally binding on the parties (since they will be construed as an 'agreement to agree') but are often used in share purchase transactions (both in the context of a private equity buyout transaction or otherwise) to record broadly agreed principal deal terms before due diligence is conducted and the share purchase agreement is negotiated. Heads of terms—private M&A—share purchase—cross-border This Precedent is for use in the context of a cross-border share purchase transaction where the target company is incorporated outside the United Kingdom. Negotiation: the key

This Practice Note is part of the Share purchase transaction collection. Once the parties have agreed the broad terms of a commercial deal, including the structure of the transaction, there are certain preliminary documents that may be entered into at the outset before due diligence commences and the main documentation is negotiated. Heads of terms Drafting: finding a suitable precedent Precedent Comments Heads of terms—private M&A—share purchase Heads of terms are not usually legally binding on the parties (since they will be construed as an 'agreement to agree') but are often used in share purchase transactions to record broadly agreed principal deal terms before due diligence is conducted and the share purchase agreement is negotiated. Heads of terms—private M&A—share purchase—cross-border This precedent is for use in the context of a cross-border share purchase transaction where the target company is incorporated outside the United Kingdom. Negotiation: the key terms to include Both parties will be concerned to ensure that the heads of terms include: • a statement of the non-binding

This Checklist sets out the main issues to consider when drafting term and termination clauses in a commercial contract. For more information on the duration and termination of commercial contracts generally, see: • Practice Note: Drafting term and termination clauses—commercial contracts and • Contract termination—overview General drafting points The common law has evolved a number of principles relating to the duration and termination of contracts. For example, the courts may imply that a contract that is silent as to duration may be terminated on reasonable notice. Parties may also be able to terminate a contract on the grounds of repudiatory breach in some circumstances. However, it is always preferable to include express provisions for duration and termination to provide certainty for the parties, rather than relying on the common law. Where a contract does not include express termination rights it may not be clear whether a particular breach entitles the innocent party to terminate the agreement. A termination clause allows the parties to tailor

This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection. Drafting the articles The private equity investor's lawyers will generally prepare the first draft of the articles of association (Articles). Which precedent agreement to use When looking for a suitable Precedent, the main factor relevant to the choice of Precedent is whether you choose a single investor or multiple investors version (the latter appropriate where there is a syndicate of investors). For a guide to certain key matters to be considered when drafting and/or reviewing the Articles, see Practice Note: A guide to drafting articles of association for a buyout transaction. For a general overview of what the equity terms may be and other relevant issues, see Practice

This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection. Drafting the investment agreement The private equity investor's lawyers will generally prepare the first draft of the investment agreement (IA). Which precedent agreement to use When looking for a suitable precedent, the main factor relevant to the choice of precedent is whether you choose a single investor or multiple investors version (the latter appropriate where there is a syndicate of investors). Typically, the key issues the investor will look to provide for in the IA for completion of the agreement to occur, ie the key conditions that will need to be satisfied for completion to take place, will be confirmation that: • the acquisition under the share purchase agreement will proceed

Drafting and negotiating the share purchase agreement The buyer's lawyers will generally prepare the first draft of the share purchase agreement (SPA). However, in addition to precedents which assume that the drafter is acting for the buyer, we also provide precedents for drafters acting for the seller (either to help with preparing a first draft if the seller is doing so or for a seller marking up the buyer's draft). Which precedent agreement to use When looking for a suitable base precedent, the factors relevant to such choice are: • whether you choose a pro-buyer version (drafted in terms generally favourable to the buyer, suitable for use as a buyer's first draft) or a pro-seller version (drafted in terms generally favourable to the seller, suitable for where the seller is preparing the first draft, or is marking up the buyer's draft) • whether or not there are conditions to completion: if there are conditions, this will require a gap in time between signing of the SPA, when beneficial title in the sale shares passes to the buyer

This Practice Note is part of the Lexis+® UK Corporate Private equity buyout transaction collection. Drafting the share purchase agreement The private equity investor's lawyers will generally prepare the first draft of the share purchase agreement (SPA). Which precedent agreement to use When looking for a suitable Precedent, the factors relevant to the choice of Precedent are: • whether you choose a buyer's draft version (drafted in terms generally favourable to the buyer, suitable for use as a buyer's first draft) or a seller's draft version (drafted in terms generally favourable to the seller, suitable for where the seller is preparing the first draft, or is marking up the buyer's draft) • whether or not there are conditions to completion: if there are conditions, this will require a gap in time between signing of the SPA, when beneficial title in the sale shares passes to the buyer (exchange) and the point at which the transaction is completed and legal title to the sale shares passes to the buyer (completion)

This Practice Note contains: (i) an overview of when statements of work might be used and what might be covered; (ii) important structural considerations; and (iii) a detailed discussion of the potential content. When are statements of work used and what might they cover? Statements of work (also known as SoWs) are commonly used in services agreements, often as part of a ‘framework agreement’, ‘master services agreement’ or any other form of agreement which contemplates individual orders (or ‘call offs’) for services over time. It is also possible that an agreement for a single service, where everything is agreed up front, will refer to a statement of work (perhaps attached as a schedule to the agreement). This Practice Note refers to the ‘underlying agreement’ as the agreement pursuant to which a statement of work is entered into (whatever form it might take). For further discussion on the use of framework type agreements, see Practice Note: Using framework agreements for services. This Practice Note will focus on the use of statements of work

This Practice Note sets out the requirements that apply to the drafting and variation of regulated consumer credit and consumer hire agreements under the Consumer Credit Act 1974 (CCA 1974). What is a regulated agreement? A consumer credit agreement is an agreement between an individual (the debtor) and any other person (the creditor) by which the creditor provides the debtor with credit of any amount. In the context of consumer credit (or consumer hire), a regulated agreement is a consumer credit agreement or consumer hire agreement that is a regulated agreement for the purposes of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO) and is not an exempt agreement, as per CCA 1974, s 8, or, in the case of consumer hire, CCA 1974, s 15. The concept of regulated agreements is a key component of the consumer credit regime. All regulated agreements are subject to the provisions of the CCA 1974 and its subordinated legislation.  For more information, see Practice Note: What is credit and when is a credit agreement regulated? Form and content requirements The specific

This Checklist provides a list of matters to consider when drafting an arbitration agreement/arbitration clause. Although the parties may not be focussed on potential disputes when negotiating their substantive agreement, it is advisable to consider carefully the provisions of the arbitration agreement in some detail, with the benefit of specialist advice as necessary. Should an issue arise under the substantive agreement, the parties will not want to spend time deciding on, and even litigating, how to resolve the dispute. A Precedent arbitration clause for inclusion in a contract is available here: Arbitration clause. When drafting an arbitration agreement, consider: • in general: ◦ is the agreement clearly drafted? Avoiding ambiguity is generally considered to be important when drafting any form of agreement, and that advice applies with equal force to arbitration agreements ◦ have you used a standard or model clause from an arbitral organisation, another agreement, or a precedent bank? If so, is it current, and/or does it need to be adapted for your agreement? If tailoring a model arbitration clause to better meet the needs of the

Both parties • Is there an independent trade union recognised by the Respondent in respect of employees of the description the Respondent proposed to make redundant? See Practice Notes: Trade union recognition and Collective redundancy—statutory information and consultation obligations • Are there elected employee representatives who have authority to consult on redundancy? See Practice Note: Collective redundancy—statutory information and consultation obligations • Did the Respondent ensure there were fair elections? • Was there a failure by the employees to elect employee representatives within a reasonable time? • In view of the answers to the above questions, who are the appropriate claimants? See Practice Note: Redundancy—protective awards • Has there been a transfer of an undertaking or a service provision change? If so, a claim for failure to inform and consult in relation to a TUPE transfer should also be considered. See Practice Notes: TUPE—business transfers and TUPE—information and consultation. See Precedent: ET1 Claim—failure to consult under TUPE (trade union/employee representatives) • Has the claim been presented