_____________________________________ [DRAFT ]SETTLEMENT AGREEMENT—pre-action settlement [WITHOUT PREJUDICE AND SUBJECT TO CONTRACT [SUBJECT TO SIGNATURE BY PARTIES AND/OR SUBJECT TO COURT APPROVAL]][CONFIDENTIAL] _____________________________________ This Agreement is made the day of 20[insert year] Parties: 1 [insert name of party], a company registered in England and Wales (registered number [insert company number]), whose registered office is at [insert address] (‘Party A’)[ and] [;] 2 [insert name of party], a company registered in England and Wales (registered number [insert company number]), whose registered office is at [insert address] (‘Party B’). together the ‘Parties’ Whereas 1 [Set out the background to the dispute; for example, if the dispute arises in connection with a contract, set out the purpose and date of that contract, and a summary of the parties’ obligations therein eg, ‘Pursuant to [insert type of agreement, eg, a distribution agreement] dated [insert date of agreement] between [insert party names], [Party A] agreed to [insert obligation, eg, to provide services....] to [Party B] on the terms set out therein. Further in consideration of the provision by [Party A] of those services, [Party A] is entitled to receive, and [Party B] agreed to pay, a fee on the terms set out in that agreement”.]

This Checklist sets out the key issues to consider when drafting a schedule to a business-to-business agreement. For more information on drafting commercial contracts, generally, see: • Practice Note: Key terms and conditions in commercial contracts • Practice Note: Structure and form of commercial contracts • Commercial contract drafting and review—checklist • Commercial contract review and execution (business personnel)—checklist What are schedules used for? Schedules to an agreement usually contain detailed information about specific aspects of the agreement or variables to a standard contract, and often deal with commercial matters. This might include pricing and charges, key personnel, service levels and service credits, specifications and scopes of work (eg details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. Particularly in complex agreements, it is common for the relevant commercial teams in the business to take on responsibility for the schedules dealing with commercial matters (with input from lawyers to the extent required), as they are best placed to understand

ARCHIVED: This Practice Note has been archived and is not maintained. How does Brexit impact standard terms and conditions? The main implications of Brexit for standard terms and conditions will be the practical changes that need to be considered when drafting and reviewing the suitability of standard form terms and conditions for the purchase and supply of goods and/or services, in relation to both business to business and business-to-consumer contracts. Review of suitability Standard form terms and conditions should be reviewed to check that they remain suitable for use post-IP completion day both in terms of the commercial arrangements that they relate to and the contract wording itself. Consider whether any standard terms and conditions need to be varied or adapted. For example, provisions relating to territorial scope, pricing, tax, intellectual property, data protection, applicable law, jurisdiction and dispute resolution. See Practice Notes: • Brexit—contract risk management [Archived] • Brexit—drafting commercial clauses [Archived] • Brexit—drafting boilerplate clauses [Archived] • What does IP completion day mean for contract clauses? Supply

Summary Provided that the other requirements for creating a contract are met, a guarantee can be validly created over (or evidenced by) email, as email is capable of fulfilling the requirement that a guarantee be in, or be evidenced by, writing and signed. As an alternative, where the parties wish to execute a formal contract or deed of guarantee, but one or more of them is not able to attend a physical signing, they should consider a ‘virtual’ signing, as discussed below. Formalities for creating a guarantee Pursuant to a guarantee, one person agrees to answer for the liabilities of another or gives undertakings to procure that another person performs its obligations (eg a parent company guaranteeing that its subsidiary will carry out its contractual obligations). In the banking and finance context, guarantees generally relate to repayment obligations under loan facilities (whether in connection with a specific transaction, or pursuant to an all monies guarantee). A guarantee is a contract and therefore there must be an offer, acceptance and consideration in order to

The Insurance Distribution Directive (IDD), Directive 2016/97/EU defines insurance distribution as: ‘the activities of advising on, proposing, or carrying out other work preparatory to the conclusion of contracts of insurance, of concluding such contracts, or of assisting in the administration and performance of such contracts, in particular in the event of a claim, including the provision of information concerning one or more insurance contracts in accordance with criteria selected by customers through a website or other media and the compilation of an insurance product ranking list, including price and product comparison, or a discount on the price of an insurance contract, when the customer is able to directly or indirectly conclude an insurance contract using a website or other media.’ The Solicitors Regulation Authority (SRA) defines insurance distribution activities by reference to certain activities as specified in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), SI 2001/544, which are carried on in relation to a contract of insurance or rights to or interests

This Practice Note considers how various benefits are valued when calculating damages in an employment wrongful dismissal claim. Benefits covered include: private medical insurance, permanent health insurance, life assurance, company cars, and other travel benefits. Share incentive rights are also considered as well as the effect of exclusion clauses which purport to remove any claim for lost share incentive rights on termination of employment, or within a defined period afterwards. Damages may also be awarded for the value of pension benefits that would have accrued during the notice period. The effect of a wrongful dismissal on pension loss can be complex and is subject to specific presidential guidance. See Practice Note: Calculating pension loss in employment tribunal claims. The remedy for wrongful dismissal (ie a dismissal in breach of contract) is damages to put the employee in the position they would have been in if the employer had terminated the contract lawfully (ie not in breach of contract). It is necessary to consider the losses to the employee caused by the breach as opposed

_______________________________________ [NAME OF PROJECT] [Defective appointment OR MANDATORY QUALIFICATIONS OR DISPUTE BOARD COMPOSITION] OBJECTION CONCERNING [THE DISPUTE BOARD OR [DB member name] (dispute board member)] [Date] _______________________________________ Objecting Party: [Name of Party 1] [Address] [Telephone/Fax Number] [Email address] [ON THE HEADED NOTEPAPER OF THE OBJECTING PARTY] The Other Party: [Name of Party 2] [Address] [Telephone/Fax Number] [Email address] The Dispute Board member: [Name of DB member] [Address] [Telephone/Fax Number] [Email address] The other Dispute Board members: [ [Name of DB Member 2] [Address] [Telephone/Fax Number] [Email address] [Name of DB Member 3] [Address] [Telephone/Fax Number] [Email address]] [[The Engineer/Employer’s Representative] [Address] [Telephone/Fax Number] [Email address]] [ [Relevant institution]: ] [[Institution name] [address]] [[telephone]] [[email address]] [NAME OF PROJECT]: [Defective appointment OR Mandatory qualifications OR Dispute Board Composition] objection in relation to [[DB member name] (Dispute Board member) OR the Dispute Board] We refer to the contract between the Objecting Party and the Other Party for [brief description of project] dated [date] (the Contract), which provides for the use of a dispute board (the Dispute Board). [The Contract incorporates the [relevant institutional dispute board rules] (the Applicable Rules)] [The Parties have agreed to use the [relevant institutional dispute board rules and details of where the parties

PRIVATE & CONFIDENTIAL [insert name and address of expert] [insert date] Dear [insert name of expert] [insert case heading] Instruction to act as expert witness in arbitration between [insert name of parties and any case number/reference] We act for [insert name of instructing party (or parties)] who [is OR are] involved in arbitration proceedings with [insert name of opposing party or parties] relating to [insert brief description of dispute] (the Arbitration). Thank you for your agreement to act as an expert witness for [insert name of instructing party]. This letter sets out the basis on which [insert name of instructing party] is instructing you to act as an expert witness in the Arbitration. The Arbitration arises out of a contract between [insert instructing party name] and [insert party name] dated [insert date] (the Contract). Under the Contract, the parties agreed that all disputes are to be referred to arbitration in accordance with [[insert relevant legislation] OR [insert relevant arbitration rules]]. The seat of the arbitration is [insert legal seat, eg London, England or Paris, France]. [The Arbitration is taking place in [insert venue

This Practice Note identifies the factors to consider when choosing which form of procurement to use for a construction project. It looks at factors relating to time (both the time available before work starts and the duration of the project), the nature and scope of the works, quality control and cost certainty. In certain situations, the choice of procurement or form of contract may be determined by external factors such as the funding arrangements or a developer's company policy to always use the same form of procurement. Alternatively an architect may have decided on a particular method based on the nature and complexity of a project. However, where a choice is still to be made, the decision needs to be made carefully and with proper consideration given to the various factors. It is important to note that the form of contract cannot be settled until the method of procurement and type of contract has been established. The remainder of this Practice Note lists the issues which a developer and its professional team should consider

The EU Procurement Directives provide that they shall apply to contracts where the estimated value of the contract is no less than the financial thresholds set out in the relevant directive. The thresholds are set by the European Commission for two-year periods and are reviewed every two years. The latest revision came into effect

Part 8 claims Part 8 is generally used for resolving claims that do not involve a substantial dispute of fact. For example, claims to: • decide the construction of a contract • decide the construction of a statute • rectify a trust deed • decide the level of costs to be paid where

This Q&A explores who the tenant of a commercial unit should bring legal proceedings against when they suffer damage from a leak from a residential property upstairs. Specifically, this Q&A addresses the question of whether, in circumstances where the landlord is the same for both the commercial and residential unit, the commercial tenant should bring proceedings against the residential tenant or instead against the landlord requiring them to enforce the residential tenant’s lease. The nature of claims for water damage Where a tenant of property suffers water damage to their property, they will usually bring a claim against their landlord (since the damage is usually the result of disrepair for which the landlord is responsible). A claim against the landlord is usually