This Checklist sets out some key issues when drafting or reviewing an outsourcing contract. It considers some key legal, regulatory and practical issues around outsourcing arrangements but does not deal with particular sectors with special regulatory requirements such as health or financial services. For general guidance on outsourcing, see Practice Note: Outsourcing—key terms. For a discussion of the negotiation issues likely to arise, see Practice Notes: Negotiation guide—services agreements and Negotiation guide—IT contracts. The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Initial considerations ☐ What is the customer's primary motive for outsourcing? It is useful to know the primary motive, eg is it to decrease cost, improve the service or is it a service the customer does not have expertise to provide in-house? It may also be useful to consider the scope of outsourcing, whether the customer would like a service improvement mechanism and whether the value for money of the services will be benchmarked (see below). ☐ Check

This Practice Note sets out the formalities that must be observed when considering the terms and the drafting of a financial order that includes provision in relation to pension rights, together with potential pitfalls and issues to consider when agreeing the terms of the order including implementation issues and the consequences of death. Standard financial orders in relation to pensions have been issued, see Precedent: Standard order 2.1—financial remedy order. The standard orders do not have the status of forms under the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, Pt 5 but the default position is that they should be used with parties and courts permitted to adapt them to such extent as may be appropriate, see Practice Note: Standard orders—general principles. Formalities Any financial order that includes a pension sharing or attachment order must: • state in the body of the order that there is to be provision by way of pension sharing or pension attachment in accordance with the annex or annexes to the order • be accompanied

NOTE: A positive 0.5% discount rate is effective from 11 January 2025. Schedule A1 to the Damages Act 1996 provides that subsequent reviews are to take place within five years of the conclusion of the previous review which means that the next review must commence on or before 2 December 2029. Requirements of the schedule CPR Under CPR PD 16, para 4.2, the claimant must attach to their particulars of claim a schedule of details of any past and future expenses and losses which they claim. In accordance with CPR PD 22, para 1.1(3), the schedule and any amendments to it must be verified by a statement of truth. It is therefore important that the claimant understands the contents of the schedule. Pre-action protocol for personal injury claims Paragraph 10.1 of the pre-action protocol for personal injury claims provides that: • once the defendant admits liability, the claimant should send a schedule to the defendant as soon as reasonably practicable even if the schedule is provisional • the schedule should contain

Agreements made under section 106 of the Town and Country Planning Act 1990 (TCPA 1990) (formerly section 52 agreements), also known as 'planning obligations' and ‘s 106 agreements’, are agreements between developers/landowners and local planning authorities (LPAs) that require developers to contribute towards a range of infrastructure and services, such as community facilities, public open space, transport improvements and/or affordable housing, to mitigate the impacts of their development. They bind land and are enforceable against successors in title. See Practice Note: Planning obligations—key points and Checklist for drafting a section 106 agreement. Standard form planning obligations/section 106 agreement In England, policy DM6 of the National Planning Policy Framework (NPPF) provides that, where national model planning obligations are relevant to a development, they should be used unless there are strong reasons for using a different planning obligation. Subject to this, LPAs usually provide the first draft of the s 106 agreement based on their standard agreements or model clauses. The developer then amends it and negotiations are undertaken to come to an agreed form. Although

This Practice Note sets out guidance on drafting statements of case generally (including the particulars of claim, defence and any reply or counterclaim) including what should be included in a statement of case (sometimes referred to as a pleading), the length of the statement of case, and practical tips to consider when drafting statements of case. It provides general guidance on the interpretation and application of the relevant provisions of the Civil Procedure Rules (CPR). Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—for further guidance, see: Court specific guidance. This Practice Note sets out general guidance on drafting statements of case. For more information on the specific requirements as to what a statement of case must contain, particular to the type of statement of case (claim form, particulars of claim, defence, reply, counterclaim etc), see: • Practice Notes: ◦ Claim form—the contents ◦ Drafting the particulars of claim ◦ Drafting the defence—formalities ◦ Drafting the defence—drafting tips ◦ Responding

This Practice Note provides practical guidance on the use of statements of case and memorials exchanged by parties in international arbitration proceedings. Statements of case and memorials—definitions and differences In English litigation, the ‘statements of case’ are the formal written documents which set out the parties’ positions on the key facts and the law. They generally contain relatively concise statements of the claims made or defences raised, the key facts relied on and the relief sought, and do not seek to make extensive legal arguments. The statements of case are usually filed on their own, without accompanying witness statements, expert reports or substantial documentary evidence. The responsive statements of case generally follow the structure of the earlier ones so that, for example, a defence will usually cross refer and respond to each sentence or paragraph of the particulars of claim in turn. Indeed, it may be difficult to make sense of a defence without reading it alongside the particulars of claim to which it responds. In arbitration, statements of case generally

This Practice Note considers the common features of take-or-pay clauses and provides some example clauses. It also considers the distinction between take-or-pay clauses and take-and-pay clauses. For an introduction to take-or-pay clause in the energy sector and the regulatory and competition law issues regularly encountered, see Practice Note: An introduction to EU law and competition law issues for take-or-pay clauses in energy contracts. For more information on to English Court’s attitude to take-or-pay clauses and a thorough consideration of take-or-pay clauses and the rule on penalties, see Practice Note: Take-or-pay clauses in energy contracts: the rule on penalties. Common features of take-or-pay clauses This section focuses on take-or-pay clauses in gas and LNG SPAs. Similar features appear in take-or-pay clauses in other types of contracts in the energy sector. For more information, see Practice Note: An Introduction to Oil & Gas Sales and Trading. Scheduling Take-or-pay commitments may be drafted to operate on an annual basis (as is more commonly the case

This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force (ie ongoing procurements). This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. Drafting specifications for use in public procurement procedures This Practice Note provides guidance on the drafting of specifications for use in public procurement procedures and in particular procedures for the award of higher value (and complex) contracts subject to the Public Contracts

This Practice Note offers general guidance on how to approach document drafting and explains the meaning of some common expressions used in legal documents. It also looks at how courts look at the construction of contracts and considers case law relating to contract interpretation and offers practical tips for drafting commercial contracts. The fundamentals of good drafting Well drafted documents share a number of common characteristics. They are: • legally enforceable • clear • well-organised, and • accurately reflect the agreement between the parties Drafting and language are key to achieving those aims. Useful principles to bear in mind are outlined below. Singular versus plural It is often better (and easier) to draft general statements in the singular. For example 'the Obligors must not create any security' could give rise to the argument that the restriction is on the Obligors collectively. It is better to phrase a prohibition like this as 'no Obligor may create any security'. Active voice versus passive voice Usually, an active voice is preferable to a passive voice. Sentences

Term and termination This Practice Note provides an overview of the different methods for drafting term and termination clauses in commercial contracts for business-to-business (B2B) transactions. It considers the relationship between contractual clauses and common law rights relating to duration and termination of contracts, provides practical guidance on drafting term and termination clauses and the key considerations when negotiating such terms. Where an agreement is silent as to contract duration or termination, in the event of a dispute, the courts will apply common law principles to determine what the parties intended. To avoid uncertainty, it is common to include express contractual clauses which provide for the duration and termination of a contract. In general, contractual rights to terminate are in addition to, and not in substitution for, common law rights. This Practice Note focuses on contractual provisions regarding term and termination in a general commercial context, why they should be carefully considered and how they may interact with common law principles. Practitioners

Scope of this Practice Note This Practice Note on drafting a contract termination notice for contract breach and drafting an accompanying without prejudice offer letter to settle any claim arising out of the termination (where appropriate) identifies the key issues to consider and also sets out the context behind the drafting of each of our bespoke termination notice Precedents. It includes consideration of multiple grounds for terminating and the distinction between terminating pursuant to an express contractual right to terminate or under the common law for repudiatory breach where both options are available, ensuring your termination notice is valid and considering whether you should accompany your termination notice with an offer to settle any liability resulting from the breach. For guidance on using our related bespoke notice of breach Precedents, see Practice Note: Drafting notices of breach of contract. When considering drafting a termination notice, it is essential to check that: • there is a valid basis for terminating the agreement—see: Is there a right to terminate? below • where there are multiple grounds (or contractual clauses)

This Checklist is for drafting terms and conditions for the sale of goods. It sets out the key considerations when drafting business-to-business (B2B) standard form terms and conditions or a contract for the sale of goods. It considers the legal, regulatory and practical issues around the sale and supply of goods and is drafted with a seller/supplier bias. For general guidance on contracts for the sale of goods, see Practice Notes: Contracts for the sale and supply of goods—business to business and Implied terms in contracts for goods and services. For general guidance on key terms in commercial contracts more broadly, see Practice Note: Key terms and conditions in commercial contracts. General considerations Speak to departmental representatives within the business to establish any concerns they have and any customer feedback that should be addressed in the terms. Understand how the goods will be provided and any back-end processes, eg for delivery or returns, which need to be reflected in the terms. Check whether there are any pre-existing arrangements such as restrictive covenants