The purpose and scope of petroleum agreements In order for a private sector participant (the ‘investor’) to carry out oil and gas exploration and production (‘E&P’) activities on land or sub-sea, the investor will need to obtain the consent of the ultimate owner of the oil and gas, which is usually the host government (where ownership by the state could be received as a matter of constitution, eg Iran, or by statute, eg the UK). This consent typically take one of three forms (although there are many hybrid versions which incorporate elements of more than one of these forms): • a concession (in today's terms, a licence or a lease), • a production sharing contract (a ‘PSC’), or • a service contract For the purposes of this Practice Note, these arrangements are collectively referred to as ‘petroleum agreements’. A petroleum agreement establishes the framework for the performance of E&P activities by an investor in a defined area. The petroleum agreement will address a wide range of issues, the most important

Takaful is a means of providing risk-cover conducted in line with the principles of Islam. To understand the mechanics of takaful and its documentation, it is critical to bear in mind the following: • the concept of takaful is rooted in Shari’ah (Islamic law) • the essence of takaful is risk sharing between participants (policyholders) and not risk transfer to the takaful operator (insurance company), and • the risk remains at all times with the fund into which all contributions are paid by the participants and from which claim payments are made to participants as and when necessary (the Participants Solidarity Fund). Tabaru’, Qard Hasan and Shari’ah supervision as key underlying mechanics of takaful Tabaru’ Tabaru' is an Arabic word which means ’donation’ or ’voluntary and gratuitous contribution’. Legally (under Islamic law), tabaru’ is a contract of a particular nature as it does not refer to a bilateral contract but rather to a unilateral declaration of intent to transfer ownership without expecting any consideration in return. Like its conventional counterpart, takaful must

Introduction to risk under the FIDIC Red, Yellow and Silver Books The larger and more complex a construction project is, the greater the risks that both parties will face and the greater danger that the project may not be completed on budget, on time or to the required quality or performance standard. The FIDIC forms of contract are generally considered to be fair and balanced standard forms for construction projects and seek to pre-allocate risks arising out of those projects. The philosophy behind the FIDIC forms of contract is that risks should be assigned to the party that can best manage them. There was some criticism around the concepts and definitions relating to risk in the 1999 editions which FIDIC sought to address in the 2017 editions. However, the overall impact on the risk allocation was not very pronounced. FIDIC’s general approach remains that the party best placed to deal with certain risk is as follows: The FIDIC form selected will impact on the base risk allocation:

The principal corporate documents required for a corporate real estate (CRE) joint venture transaction involving the development of a property are: • the joint venture agreement (JVA), and • the articles of association of the joint venture company (JVC) Additional documents that will be required are: • the property sale agreement, see for eg Precedents: Contract for sale—freehold vacant possession conditional on planning and Contract for sale—leasehold vacant possession conditional on landlord’s consent • the development funding agreement, see Practice Note: Real estate finance—development facilities—key features • development management agreement, see Precedent: Development management agreement Brexit impact For information on the potential effect that Brexit might have on CRE corporate joint ventures and the possible implications on the drafting, negotiation and enforceability of CRE JVAs, see Practice Notes: Brexit—impact on corporate joint ventures and Brexit—drafting boilerplate clauses [Archived]. Property joint ventures A property development joint venture allows the parties to it to: • share risk and also to place specialist risk with the relevant joint venture party, eg placing such risk with a developer • gain access

Deciding on the use of a dispute board as part of the dispute resolution procedure in a construction contract is only the first step. Once the concept of the dispute board has been agreed, the practical issues of who should sit on the dispute board, how they should be appointed and how the board should work need to be dealt with. This Practice Note deals with the selection and appointment of the dispute board members, and how they should operate once appointed. Characteristics of good dispute board members The first question that the parties should deal with is who should sit on the dispute board. Most contracts call for dispute boards with three members, although some may give the option of having a board with only a single member. The FIDIC forms of contract are an example of this—they provide for a three-member dispute board as the default, but allow the parties to opt for a single member board. There is clearly a costs saving in having only one person on the board, although a three-member

This Checklist sets out the key issues to consider when drafting, reviewing or negotiating a parent company guarantee (PCG) on behalf of an employer who is to be provided with a PCG. The terms 'contractor' and 'employer' are used but the principles apply equally to an arrangement between a contractor and a sub-contractor or between an employer/contractor and a consultant. PCGs are often bespoke documents and the particular circumstances must always be taken into consideration. • Is the contractor required to give a PCG under the building contract? If not, there is no obligation on the contractor to provide a PCG and whether it will provide one will be a matter for negotiation. The contractor may agree to provide one anyway, to give the employer comfort regarding its solvency and its commitment to the project, and to establish/maintain a good relationship with the employer. The employer should also check what the specific timing requirements are for when the contractor is required to provide the PCG—eg on the date of signing the building contract, within a specific period after

'Caveat emptor', meaning 'let the buyer beware', is a common law principle meaning the seller is under no duty to disclose material facts to a prospective buyer and it also applies in insolvency transactions. See Practice Notes: Property—enquiries before contract, Pre-contract searches and Types of environmental investigations. Responsibilities The responsibility for compliance with environmental law rests with a company, whether it is insolvent or not. However, it is important to identify the accountability of the insolvency practitioner and lender in the event of a company becoming insolvent as the office-holder can become liable. Insolvency practitioners need to understand the environmental obligations of a company before accepting any appointment, and lenders involved need to understand potential liabilities that may be present. Aside from financial and company registration requirements for directors on maintaining financial stability, additional provisions are also required under environmental legislation such as the need to obtain an environmental permit. As such, any transaction should include a review, by an environmental professional, to establish

This Practice Note provides a step-by-step process for analysing and invoking a force majeure clause. It must be read in conjunction with Practice Note: Force majeure—consequences and contract discharge. This illustration indicates the steps involved in determining the effective use of a force majeure clause: Stage 1—is there a force majeure clause? There is no legal concept in English law of ‘force majeure’ (contrast this with countries which apply a civil code specifically recognising force majeure, eg France). Therefore if your client wishes to avoid or limit their liability because of an inability to perform caused by an event such as, eg the coronavirus (COVID-19) pandemic (as was seen in 2020) or the imposition of financial sanctions against Russian entities and individuals/impact of Russia’s invasion of Ukraine in February 2022, then you will need to check that the relevant agreement contains a force majeure clause. For guidance on breaching contractual terms due to financial sanctions more generally, see Practice Note: Statutory controls in contract breach scenarios. As with any contractual clause, how the force

This Practice Note provides an overview of the legislation and regulation impacting business to business (B2B) and business to consumer (B2C) contracts for the supply of services. It analyses the key legislation and regulations applicable and will highlight principal statutory rights and requirements. The Practice Note considers the use of standard terms and conditions versus bespoke agreements for use in documenting supply of services transactions. Sector-specific legislation and regulation is not considered. Key legislation and regulation There are key statutes to bear in mind when drafting, negotiating or litigating a B2B contract for the supply of services. These include: • Sale of Goods and Supply of Services Act 1980 (Ireland) (SGSSA 1980 (IRL)) • Consumer Rights Act 2022 (Ireland) (CRA 2022 (IRL)), and • data protection laws A brief introduction to each of these is provided below. This Practice Note is not intended to be exhaustive, but is intended to capture the key legislation which might be relevant to a contract for the supply of generic services. Be aware that certain

ARCHIVED: This Practice Note has been archived and is not maintained. This Practice Note is a table displaying the main differences of secure, introductory and flexible tenancies in England, including as concerns the term and status of the tenancy, the type of landlord and the right to buy. As of 1 December 2022, tenancies and licences of dwellings in Wales are governed by the Renting Homes (Wales) Act 2016 (RH(W)A 2016) (subject to certain exceptions). The terms of existing and new tenancies must be considered in the context of RH(W)A 2016 in order to establish whether or not they are occupation contracts for the purposes of RH(W)A 2016 and, if so, what kind of occupation contract. Tenancies and licences which are occupation contracts must comply with the comprehensive provisions of RH(W)A 2016 which require, among other things, the provision of a written statement of the terms of the contract. For further information, see Practice Notes: • Renting Homes (Wales) Act 2016—a summary of the key provisions • Renting Homes (Wales) Act 2016—terms

Cancellation clauses—doorstep or distance sales contracts 1 Right to cancel 1.1 You can cancel this contract within 14 days without giving any reason.[ However, for some goods you do not have the right to cancel or you may lose the right to cancel in certain circumstances. This is further explained in clause 1.6 below.] 1.2 [The cancellation period will expire 14 days after the day on which you, or someone you nominate, receives [the goods OR the last good OR the last lot or piece OR the first good]. OR 1.3 The cancellation period will expire 14 days after the day on which you, or someone you nominate, receives: 1.3.1 the goods (unless one of the options below applies to your order); or 1.3.2 the last good (if you ordered multiple goods in one order and they are being delivered separately); or 1.3.3 the last lot or piece (if you ordered a good that consists of multiple lots or pieces); or 1.3.4 the first good (if you ordered goods to be delivered regularly over a set period of time).] 1.4 If you want to cancel this contract, you must let us know. You

This Practice Note looks at the characteristics of an office-holder, whether they can also be employees or workers, the specific equality rights that they have and the issues that arise in respect of police, religious ministers and priests, judges and directors. Characteristics of office-holders An office-holder is generally a person that is appointed to a position, often by a company or other organisation, but who does not necessarily have a contract in respect of that position. Examples of appointments that may result in office-holder status are: • statutory appointments, such as registered company directors or secretaries, board members of statutory bodies, or crown appointments • appointments under the internal constitution of an organisation, such as club treasurers or trade union secretaries • appointments under a trust deed, eg trustees • ecclesiastical appointment, eg church ministers An office-holder's rights and duties are defined by the nature of the office held rather than by any contract. An 'office' in this context means a subsisting, permanent, substantive position which has an existence independent of the person who fills it, which goes