This week's edition of Commercial weekly highlights includes: analysis of the Court of Appeal decision in Derma Med Limited v Ally which highlights the importance of clear and specific drafting of legal definitions in the context of confidential information clauses, publication of the Court of Appeal decision in SMIT Salvage BV and others v Luster Maritime SA which considered whether a legally binding contract was concluded where the parties recognised that some matters were still to be agreed upon at a later date, and publication of the Competition and Markets Authority 2024–25 Annual Plan which sets out its areas of focus for the next 12 months.

The Cabinet Office has updated Procurement Policy Note 021: Payment Spot Checks in Public Sub-Contracts (PPN 021) with updated supporting materials. PPN 021 provides guidance and templates for in-scope authorities to conduct payment spot checks in public contract supply chains to ensure suppliers meet the payment terms set out in section 73 of the Procurement Act 2023 (PA 2023). PPN 021 includes additional guidance on conducting spot checks to ensure the correct terms are being included and adhered to, plus model terms which support spot checks being carried out. The guidance applies for in-scope contracts (as defined in PPN 021) advertised on or after 1 October 2025.

The Serious Fraud Office (SFO) has reported that it has charged Marwan Chedid and George Salibi, former Petrofac senior executives, with bribery. SFO has alleged that between 2012 and 2018, Chedid and Salibi were involved in offering and paying over $US 30m to agents to influence the award of contracts worth approximately $US 3.3bn in Petrofac's favour. The contracts concerned oil facilities in the United Arab Emirates and included a contract related to the infrastructure and design of the Upper Zakum Field Development Project. Chedid and Salibi are to appear at Westminster magistrates' court on 19 February 2024.

The Department for Energy Security and Net Zero (DESNZ) has published the final versions of the Contracts for Difference (CfD) Standard Terms and Conditions (ST&Cs) and associated agreements for Allocation Round 7 (AR7). The documentation package includes the main ST&Cs, a generic agreement, phase-specific agreements for both single and apportioned metering, a private network agreement, and terms for unincorporated joint ventures. Each CfD contract issued under AR7 will comprise two parts: a specific front-end CfD Agreement and the ST&Cs. The generic CfD Agreement contains project-specific information that tailors the application of the ST&Cs.

City of London Police have reported the sentencing of a former insurance broker, Gary Whipps, after he edited a company’s contract documents to increase the cost of the insurance premiums paid by his clients. As a result of the fraud, Whipps gained £46,125 from companies that ran amusement parks or offered rentals on inflatable play equipment, bouncy castles and soft play areas. Whipps edited 26 contracts between 1 January 2018 to 1 December 2020. Whipps pleaded guilty to 39 counts of fraud by false representation and was sentenced to two years’ imprisonment, with confiscation proceedings to take place in December 2024.

The Department for Energy Security and Net Zero (DESNZ) has updated its Energy Bills Discount Scheme (EBDS) guidance for licensed energy suppliers. The ‘Calculation of Discount for Customers on ‘Blend and Extend’ Contracts’ section, discussing the 'blend and extend' amendment which blend lower energy rates in existing customers’ new contracts prior to their existing contract terms with the rate charged across the extend period, has been updated with illustrative examples to show in practice how the discount should be applied to contracts with the ‘blend and extend’ amendment.

This Agreement is made on [date] (the Effective Date) Parties 1 [Insert name of company], a company incorporated in [England and Wales] under number [insert registered number], and whose registered office is at [insert address] (Company); and 2 [Insert name], of [insert address] (Talent). Background (A) The Company is the owner of the [insert] brand. (B) The Talent is [insert details of the talent’s background]. (C) The Company engages the Talent on the terms of this Agreement to promote the Company’s products. THE PARTIES AGREE: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Fees • means the sums set out in the relevant Project Assignment; Project Assignment • means a document (substantially in the form set out in the Schedule to this Agreement) to be agreed in writing by the parties and which shall set out the detail of the Services to be performed by the Talent, including the fees to be paid for the Services; Services • means the services to be provided by the Talent as set out in the relevant Project Assignment(s). The initial Project Assignment is attached in the Schedule to this

We have produced a collection which is a comprehensive, interactive resource to help support lawyers who are contributing to building resilient supply chains within a business. The collection includes information in relation to key supply chain risk management considerations, tools for

[Insert in para 8.2 of claim form ET1:] 1 [The Claimant has been employed by the Respondent as a [insert job title] since [insert start date of employment]. OR The Claimant was employed by the Respondent as a [insert job title] from [insert start date of employment] until [his OR her OR their] employment was terminated on [insert effective date of termination].] 2 The Claimant [is OR was] [a worker OR an employee] and entitled to 5.6 weeks of statutory paid annual leave in accordance with the Working Time Regulations 1998.[ The Claimant was not an irregular hours or part-year worker.] 3 [The Claimant [works OR worked] [insert details of Claimant’s working pattern, eg full-time, five days a week]. The statutory entitlement to paid annual leave was therefore [insert equivalent representation of the holiday entitlement, eg 28 days].] 4 [The

Name of firm [Insert firm name] Name of role holder [Insert name] Reports to [Insert details of who the role holder will report to] Role type (full-time/part-time/contractor) [Insert] If a contractor role, length of contract [Insert] Primary location [Insert the primary location for this role—if there is a requirement for the role holder to regularly spend time in multiple locations, eg in each regional office, it is worth making sure this is made clear] Remote/hybrid/office-based? [Insert type of work model] Date role commenced [Insert date] Length of probation period [Insert] End of probation

As explained in Practice Note: Pre-completion searches, if the certificate reveals adverse entries, unless the sale contract provides that the buyer will take subject to the adverse entry, the buyer should raise a requisition on title with the seller’s solicitor requesting full details and an undertaking that the entry will be removed on or before completion, together with evidence of the ability to do so. See also para 3.7.9 of the Practice guide 63: Land Charges-applications for registration, official search, office copy

A liquidator is given the power under section 178 of the Insolvency Act 1986 (IA 1986) to disclaim onerous property comprised in the liquidation estate. ‘Onerous property’ is defined in IA 1986, s 178(3) as being: • any unprofitable contract, and • any other property of the company which is unsaleable or not readily saleable, or is such that it may give rise to a liability to pay money or perform any other onerous act The power of disclaimer is perhaps most commonly used in relation to leases, but can apply to a wide range of rights and assets so long as they come within the onerous property