This confidentiality agreement is for use at the outset of a share purchase transaction when the buyer is conducting due diligence on the target’s affairs. It is assumed that the seller is not a listed company; therefore there are no standstill provisions, market abuse provisions or insider dealing provisions. This agreement is drafted on the basis that there is a single corporate seller (rather than individual sellers) and assumes that there will be a one-way flow of confidential information (and possibly personal data) from the seller to the buyer. It therefore also includes links to Precedent pro-disclosing party and pro-receiving party data sharing provisions involving incidental personal data sharing if the parties will each act as joint controllers and wish to contract on a basis that complies with essential requirements of data protection law in connection with limited sharing of low risk personal data as part of due diligence. This agreement does not contain all the seller-protection provisions that could be included. It does not include: • covenants concerning non-solicitation of customers and

This Practice Note explains the rights, powers, duties and liabilities that transfer to a transferee, and the acts or omissions of the transferor that are deemed acts or omissions of the transferee in relation to transferring employees under regulation 4 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, a statutory novation of the employment contract, by which the transferee ‘steps into the shoes’ of the transferor. It examines particular considerations relating to equality of terms (equal pay) claims, statutory maternity pay (SMP) and other statutory payments, knowledge of disability, personal injury claims, right to claim under insurance policies, terms that cannot be replicated, share schemes and post-termination restrictions (restrictive covenants). It also covers illegal worker and right to work checks and immigration requirements, pensions, collective agreements, trade union recognition, consultation bodies under the Information and Consultation of Employees Regulations 2004 (ICER 2004), SI 2004/3426 and liability for pre-transfer dismissals and failure to inform and consult. TUPE 2006, SI 2006/246 provides that, where there is a relevant transfer, there is a

This Practice Note provides an overview of the nature of commission schemes and how commission is typically calculated. It examines the structure of commission schemes, requirements in relation to written particulars of employment and the national minimum wage and the contractual or discretionary nature of such schemes. It goes on to consider the rights an employee has during employment in relation to commission and that the Unfair Contract Terms Act 1977 (UCTA 1977) has no application. Rights on termination are also considered and the types of claim available to an employee. The Practice Note explains the burden of proof in discretion claims, other potential claims the employee may have and signposts other material covering the taxation of commission payments. Some employers, typically those with employees engaged in sales roles, operate commission schemes. Under commission schemes, part or sometimes all of an employee's earnings are paid as commission rather than as basic pay. Commission is a payment that is generally dependent upon the level of sales achieved; the higher the level of sales, the greater the

ARCHIVED: This Practice Note has been archived and is not maintained. The Public Private Partnership (PPP) models are a popular way for governments to involve private investment, expertise and risk in procuring infrastructure, with the potential to deliver a project more efficiently and economically. One of the most popular PPP models for procuring infrastructure projects is Build Operate Transfer (BOT). The details of a BOT model vary depending upon the nature of the project. Generally speaking, a BOT involves the following: • a government (in the form of a government body or local authority) requires new public infrastructure facility, such as a road or energy facility • typically a consortium of private entities (often including financers, construction contractors and O&M contractors) forms a special purpose entity (often called Project Co) • Project Co and the government enter into a concession agreement, which sets out the terms upon which it will procure and operate the facility and be entitled to revenues • Project Co: ◦ obtains finance for the project ◦ procures the design

As can be seen in our Model instructions for cancellation and model cancellation form—business-to-consumer, no specific wording 'mandatory withdrawal period' is included. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 set out the legislative requirements. SI 2013/3134, reg 30 provides that for a service contract, 'the cancellation period ends at the end of 14 days after the day on which the contract is entered into'. The provisions for notice are set out in SI 2013/3134,

As explained in Q&A: What are Braganza duties in commercial contracts?, the duty of rationality applies where a contract provides that a matter is to be determined by a party. This was considered in Braganza v BP Shipping Ltd, and the case further established the principle of reviewing contractual decision-making on the ground of rationality. The courts distinguish between discretions which are subject to duties and discretion where a party is simply deciding whether to exercise an absolute right. Regarding the latter, an example is where a party is choosing whether to terminate a contract where there is an express power of termination in the event of a breach

If a worker has not been paid the national minimum wage: • the worker can enforce their entitlement by way of their contract by making a claim for breach of contract or a claim for unlawful deduction from wages • HM Revenue and Customs (HMRC) can enforce the worker's entitlement by issuing a notice of underpayment or suing on the worker's behalf For further information, see Practice Note: National minimum wage, in particular the main sections dealing with Consequences of failure to pay and Enforcement by the Fair Work Agency. As the guidance in

We refer you to Practice Note: Acting for a tenant—assignment of existing lease—key issues which explains that an indemnity covenant is designed to protect the tenant from obligations which will continue to bind the tenant after completion. Where required: • the indemnity covenants should be included in the transfer or deed of assignment—it is best practice to agree the form of the transfer and annex it to the sale contract. If the transfer will not be attached, ensure that the contract provides that the transfer

Contractual considerations Once an offer of employment has been made and accepted by the employee, the contract of employment is formed. If the employer then changes its mind at that stage, it will not be able to withdraw the offer. It will instead have to terminate the employment contract by giving the employee contractual notice, even if they have not yet started work. In practice this will usually mean making them a payment in lieu of notice (PILON). For further information, see: • Practice Note: Offer of employment, under the main section dealing with ‘Accepting the offer’ • Q&A: Where an individual accepts an employer's offer of a new job,

What are representations and warranties? A representation is a pre-contractual statement of fact made by a party to a contract to induce another party to enter into the contract. If a representation is incorrect or misleading, it may give rise to a claim for misrepresentation under general law, the remedy for which is recission and/or damages, depending on the type of misrepresentation (see Practice Note: Misrepresentation—what it is and similar claims). A warranty is a term of a contract which, if breached, will give rise to damages but not the right to rescind the contract. In subscription and programme agreements, as in other finance documents, formal statements confirming that a particular state of affairs exists are given the composite label 'representations and warranties'. In theory this may broaden the potential remedies available to the managers or dealers, but in practice they are likely to rely on the specific contractual remedies set out in the agreement—see Condition precedent and Indemnity below. The use and purpose of representations and warranties in debt capital

This edition of Employment weekly highlights includes: (1) a government consultation on zero hours and similar contract reforms under the Employment Rights Act 2025 (ERA 2025), (2) the latest commencement regulations bringing into force ERA 2025 unfair dismissal reforms, (3) a summary of stakeholder feedback on unfair dismissal compensation reforms, (4) the addition of the Solicitors Regulation Authority (SRA) to the list of prescribed persons for whistleblowing purposes, (5) analysis of the implications of the Victims and Courts Act 2026 for non-disclosure agreements and confidentiality provisions by Richard Hanstock, barrister and founder of Deeptech Legal, (6) a record 1,042-day extension of time for appealing granted by the EAT President in a state immunity case, (7) dates for your diary, and (8) other updates and resources of interest to employment practitioners.

Dispute Resolution analysis: Parties alleging fraudulent misrepresentation have to prove that they were materially influenced into entering into a contract by representations made. An evidential presumption arises that a statement which was likely to induce the representee to enter into a contract, did so. It is not a reversal of the burden of proof. It is however a ‘very difficult’ presumption to rebut. Transferred loss is an exception to the general rule that a claimant may only recover their own loss, but it requires a known third party benefit. Written by James McKean, barrister at New Square Chambers.