1 Description of proposed outsourcing services [State nature of services you propose to outsource, eg typing of digital dictation] 2 Proposed outsourcing supplier [Identify the proposed outsourcing supplier to which this due diligence record

Schedule of amendments to the jct minor works SUB-contract with SUB-contractor’s design 2024 The Contract comprises the Minor Works Sub-Contract with sub-contractor’s design 2024 Edition published by the JCT subject to the following amendments: agreement ARTICLES Article 7 Article 7 ArbitrationDelete Article 7 and insert ‘All references to arbitration in this Contract are deleted.’ Article 9 After Article 8 insert the following: Article 9 [ To be added on the face of the contract ] Schedule of Amendments The Contractor and the Sub-Contractor agree that the modifications in the Schedule of Amendments attached hereto (as initialled by the parties) are incorporated into this Contract and the provisions of the Agreement, the Contract Particulars, the Conditions and the Schedules annexed to the Conditions shall have effect as modified by the Schedule of Amendments which together comprise the ‘Contract’. Article 10 Insert new Article: ‘Article 10 Collateral Warranties Within 14 days of the Contractor’s request, the Sub-Contractor shall deliver to the Contractor executed deeds of collateral warranty from the Sub-Contractor in favour of the Employer, any Funder, Purchaser and Tenant in the relevant form set out in Appendix A.’ Article

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

Schedule of amendments to the jct minor works building contract with contractor’s design 2016 The Contract comprises the Minor Works Building Contract with contractor’s design 2016 Edition published by the JCT subject to the following amendments: agreement ARTICLES Article 4 Article 5 In the first line after ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’ Article 5 Article 6 In the first line, after ‘for the purposes of the CDM Regulations’, insert ‘and the Dutyholder Regulations’At the end of Article 5 insert:'The Contract Sum includes the Contractor’s price for fulfilling the duties of Principal Contractor.' Article 7 Article 7 ArbitrationDelete Article 7 and insert ‘All references to arbitration in this Contract are deleted.’ Article 9 After Article 8 insert the following: Article 9 [ To be added on the face of the contract ] Schedule of Amendments The Employer and the Contractor agree that the modifications in the Schedule of Amendments attached hereto (as initialled by the parties) are incorporated into this Contract and the provisions of the Agreement, the Contract Particulars, the Conditions and the Schedules annexed to the Conditions shall

Contracts often contain dispute resolution clauses which provide an alternative to a straightforward agreement to resolve any disputes that arise by litigation or arbitration. Parties have several options open to them, eg: • mediation clauses • multi-tier clauses • hybrid clauses, and • carve-out clauses For more information on these options, see Practice Note: Types of dispute resolution clauses—litigation, mediation, multi-tier, hybrid and carve-out clauses. Unilateral option clauses It is possible for parties to a commercial contract to agree to include a clause that gives the parties the choice of referring a dispute to arbitration or legal action through the courts. The parties may agree that the election of arbitration or court

A qualifying long term agreement is an agreement entered into by the landlord ‘for a term of more than 12 months (section 20ZA of the Landlord and Tenant Act 1985 (LTA 1985, s 20ZA)). The courts have held that an agreement for 12 months and then to continue from year to year (subject to not being terminated)

Reimbursement of fees We would initially suggest a review of the contract and consider what provisions it specifically makes concerning the payment, nature and forfeiture of fees paid in advance. The specific terms may offer the customer an opportunity to secure a refund. If there is no specific contractual term securing the refund for the customer, an ambiguity in the contract drafting may also offer the customer an opportunity to negotiate their return. Practice Notes: Contract interpretation—the guiding principles and Rules of contract interpretation offer guidance as to how the terms of a contract should be interpreted and construed. However, if the contract clearly provides that the advance fees paid by the customer are non-refundable in any situation, then in determining whether the customer has any options to secure its return despite

Statute provides for deemed service in some limited circumstances (see Practice Note: Notices—commercial contracts). In that context, section 7 of the Interpretation Act 1978 provides: ‘Where an Act authorises or requires any document to be served by post (whether the expression “serve” or the expression “give” or “send” or any other expression is used) then, unless the contrary intention appears, the service is deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post.’ In this context, proof that a letter has been posted, and that it was

It will be necessary to consider the terms and conditions attached to the quote, and identify whether any of the terms make the quote capable of acceptance or not. The following materials outline the essential ingredients of a legally binding contract. In summary, the basis of English contract law is that a contract is formed when: • a valid offer is accepted. It will be important to ensure that an offer has been made as part of the quote as opposed to an invitation to treat. Invitations to treat are made where the invitee does not intend to be bound. The distinguishing factor between an offer and invitation to treat is that an offer can be accepted and such acceptance will result in a contract, whereas an invitation

ARCHIVED: This Precedent has been archived and is not maintained. The Contract comprises the completed Standard Building Contract Without Quantities 2011 published by the JCT (as modified by Amendment 1: CDM Regulations 2015) as further amended below: RECITALS Fifth Recital Fifth Recital Delete the Fifth Recital and substitute:'The Contractor has supplied the Architect/Contract Administrator with a master programme and a Schedule of Information Requirements.' Twelfth Recital Twelfth Recital Delete the first sentence and replace with:'The Contractor has inspected the Site and satisfied himself as to its dimensions, location and other relevant matters, and where there is a Contractor’s Design Portion, has examined the Employer’s Requirements and is satisfied that the Contractor’s Proposals will meet the Employer’s Requirements, and has agreed to accept responsibility for the entire design contained in the Employer’s Requirements and the Contractor’s Proposals.' ARTICLES Article 6 Article 6 At the end of Article 6 insert:'The Contract Sum includes the Contractor’s price for fulfilling the duties of Principal Contractor.' Article 8 Article 8 Arbitration Delete Article 8 and insert 'All references to arbitration in this Contract are deleted.' Article

The Base Date is relevant in respect of a number of clauses in the JCT Design and Build Contract 2016: • Fourth Recital—The parties state the Employer’s CIS status at the Base Date (also see clause 4.5) • definition of the Joint Fire Code—The Code is that which was current at the Base Date (also see clause 6.20) • clause 2.15.2.1—where there are any changes to Statutory Requirements after the Base Date, which necessitate an alteration to the Works, the alteration is treated as a Change • clause 2.15.2.2—where an amendment to the Contractor’s Proposals

Mental capacity is the ability to perform a specific juristic act by understanding and making a decision to do something that has legal consequences such as to make a Will, a power of attorney or a gift or to provide consent for something. Lack of mental capacity is the inability to do something or to provide consent for something by reason of a mental disorder or disability. This lack of capacity may well fluctuate. It will also vary according to the function that requires the decision or consent and for this reason, mental capacity is referred to as being 'function-specific'. The common law presumption of capacity In the common law, every person is presumed to have mental capacity until the contrary is proved. Where a person has been proved or admitted to have been so mentally disordered as to lack the capacity to make a contract or disposition, such a condition is presumed to continue until it is proved to have ceased, and the burden of proving a recovery or a lucid interval