Definitions 1 Active Sales means actively approaching individual customers or marketing/advertising directly to specific customer groups, or customers in a particular territory in order to make sales; Contract Products means goods and/or services produced with the Licensed Technology; Exclusive Customer Groups is defined in Schedule [insert], with the relevant exclusive customers identified therein; Exclusive Term is defined in Schedule [insert]; Exclusive Territory is defined in Schedule [insert], with the relevant territories identified therein; [Fees means all fees payable under this Agreement, as set out in Schedule [insert], including without limitation the [insert details of specified fees], [and the Royalties];] Intellectual Property Rights means [insert definition, and relevant definitions of particular rights as referred to below]; Know-how means all know-how, data and other information developed by the Licensor prior to [insert applicable date]

A price variation clause is often included in a contract where the parties wish to cover inflation risk in respect of a price contained within the contract. Such clauses typically reference the price index to which any variation in price for the goods and service provided under the contract should be calculated (and an applicable date or period against which the index is applied to the base price). See Precedent and accompanying Drafting Notes: Price variation clauses. It is a matter of commercial negotiation which index is applied to a price variation

We assume you are referring to the FiT Contract for Difference Standard Terms and Conditions (version: 2, 13 March 2017) and, where you refer to CfD Agreements entered into prior to 1 March 2017, you refer to CfD Agreements awarded pursuant to the first CfD allocation round under the FiT Contract for Difference Standard Terms and Conditions (version: 1, 29 August 2014). Generators who are allocated a CfD will sign a CfD Agreement, which then incorporate a set of standard CfD terms and conditions, together forming the ‘CfD Contract’. The FiT Contract for Difference Standard Terms and Conditions (version: 2, 13 March 2017) (the ‘New CfD Standard Terms and Conditions’) were published pursuant to the Contracts for Difference (Standard Terms) (Amendment) Regulations 2017, SI 2017/112 (the ‘New CfD Regulations’), which came into

In order to determine what, if any, recourse the individual has in circumstances where they are dismissed following strike action not going ahead, it will be necessary first to establish: • what the reason for their dismissal is • whether they are an ‘employee’ for the purposes of the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992), or some other kind of ‘worker’ An ‘employee’ is defined as ‘an individual who has entered into or works under (or, where the employment has ceased, worked under) a contract of employment’. The definition of 'worker' is different from that in section 230(3) of the Employment Rights Act 1996. In this context, it is as an individual who works, or normally works or seeks to work: • under a contract of employment • under any other contract whereby they undertake to do or perform personally any work or services for another party to the contract who is not a professional

In relation to whether the terms of an offer of employment are enforceable, one would first need to ascertain whether it was intended for the offer to constitute a contract on acceptance, or whether it was intended for the offer subsequently to be replaced by a more detailed written contract. In the latter instance, if the terms of the offer were made subject to contract, it implies that the subsequent contract would be likely to prevail over the terms of the earlier offer in the event of any inconsistency between the two (and thereby potentially provide the employer with an opportunity to rectify any mistakes). See Precedent: Letter—employee offer letter which provides an example of where the terms of the offer are intended to be formalised in a subsequent

Dispute Resolution analysis: The net loss approach to the quantification of damages for loss of profit in a breach of contract claim requires account to be taken of costs and expenses for which the claimant would have been liable in law had the contract been performed, even where, in practice, it would not necessarily be required to pay those expenses. Written by Phillip Patterson, barrister, at Hardwicke.

For capital gains tax purposes, including for the purposes of entrepreneurs’ relief, the time of disposal for an asset that is disposed of under an unconditional contract is the time when that contract is made. This means that for shares that are disposed of under an unconditional share purchase agreement (SPA), the date of disposal

This Practice Note outlines the legal and practical issues to be considered when dismissing a senior executive or an executive director. Introduction A combination of factors must be addressed when considering the dismissal of a senior executive. Additional considerations apply when the individual is also a director. This Practice Note explains these issues and signposts further, more detailed, materials available. Tactical issues When considering dismissing a senior executive, the employer should have the following questions in mind: • how can any potential disruption to the employer’s business be minimised? • how should the dismissal be communicated to fellow executives and remaining employees and what reasons should be given? • how quickly could and should the dismissal take place? While these considerations apply when dismissing any member of staff, additional issues arise where the employee is a senior executive, and further ones when that executive is also a director, such as removal from office, payment for and disclosure of loss of office and retrieval of company shares (see Directors below for further information). Senior executives and directors

Jurisdiction and governing law clauses During pre-contractual negotiations, parties to the agreement, particularly in a commercial contract, would usually agree a jurisdiction and governing law clause or clauses. Such provision(s) prevents potential disputes between the parties, limits costs in the event of a dispute and provides clarity in interpreting the contract. There is a distinction between the two types of clause: • jurisdiction clause: The parties agree that a particular national court will determine any disputes that arise under the contract. This can be by way reference to legal proceedings or arbitration. It specifies the forum for the resolution of disputes. See: Jurisdiction/choice of court agreements—overview • governing law clause: The parties agree the law that will govern the contract and the rights and obligations of the parties. See: Applicable law principles—overview Form of governing

The Standard Conditions of Sale (5th edition) do not give the buyer a right to inspect between exchange and completion. We assume that the contract for sale specifies

Construction analysis: In December 2021, the international construction industry saw that the International Federation of Consulting Engineers (FIDIC) updated the FIDIC Green Book (or Short Form of Contract). The changes are said to help meet current demands for construction projects where the perceived risks are low and to overall enable access to simple and straightforward contract forms. Jeremy Glover, Partner at Fenwick Elliott LLP, analyses the updated Green Book discussing the key changes and implications for practitioners.

The Financial Conduct Authority (FCA) has updated its webpage on the bond consolidated tape (CT) with information on UK market hours, following its signing of a contract with Etrading Software (ETS) to provide the UK bond CT service. The contract requires the real-time CT service to be available during market hours and meet key performance indicators during those times. The FCA has agreed with ETS that these hours are between 8am to 6pm inclusive, Monday to Friday, excluding bank holidays.