This Precedent is a template contract cover sheet to accompany a contract. It is not a legally binding contract document and does not form part of the contract. It is intended for use by a contracting party for their internal contract administration and management purposes only. It assumes the accompanying contract is a business-to-business transaction and is suitable for use by either the supplier or customer contracting party. This Contract cover sheet can be adapted for use as a cover sheet to accompany any contract or agreement in order to illustrate the key ‘at a glance’ items pertinent to it. The Precedent Contract cover sheet is intended as a contract management tool only to summarise the key terms of the contract and provide an ‘at a glance’ synopsis. It is not intended to form or be part of a binding contract. The Precedent Contract cover sheet refers to the contract or terms and conditions which may be attached to a purchase order form or contain detailed schedules of information. The purchase or supply of goods, services

This Practice Note provides an overview of the distinction between express and implied terms and outlines the manner in which terms may be implied into a contract. In addition, this Practice Note provides guidance on the common law and statutory rules affecting implied terms in a consumer law, employment law, and landlord and tenant law context. This Practice Note provides an overview of the distinction between express and implied terms and outlines the manner in which terms may be implied into a contract. In addition, this Practice Note provides guidance on the common law and statutory rules affecting implied terms in a consumer law, employment law, and landlord and tenant law context. For more detailed information on contract law in Ireland, see Practice Notes: • Ireland—Contract law essentials • Ireland—The relationship between Irish and English contract law • Ireland—Contracts—formation and interpretation • Ireland—Exclusion and limitation of liability • Ireland—Contract—breach and remedies See also: Ireland—Initial contract considerations—checklist. This Checklist provides guidance to drafters

This Practice Note sets out a brief overview of contract law in Ireland. It discusses the general principles and key Irish cases in the areas of contract formation and interpretation, exclusion and limitation of liability, defences to breach of contract, breach and remedies. For guidance on starting a claim for breach of contract, see Practice Note: Ireland—Starting a breach of contract claim. Formation and interpretation A valid and enforceable contract comprises four essential components: • offer • acceptance • consideration • intention to create legal relations In addition to these four elements, a court will have regard to the ‘overall context’ when deciding whether a document reflects ‘the complete agreement between the parties’ or whether it is a partial or incomplete agreement. In determining whether there is a valid contract between the parties, the court will ‘assess the objective meaning of the relevant words or conduct against the backdrop of the commercial or practical context in which the agreement was intended to operate’ (Biomass Heating Solutions Ltd v Geurts International

This contract management plan checklist sets out the suggested contents for a robust contract management plan which will ensure you understand the baseline for commercial negotiations, enable you to implement a legal framework to support commercial requirements, and/or provide you with a template against which to review relevant documentation. Suggested contents of the plan include definition of the scope and deliverables, specification of the timeline, financial details, plan of the work, and anticipation of the risks. There is a section for you to mark whether you have completed each requirement and also to insert comments or note

This Precedent is a contract review clause which gives the contracting parties the opportunity to review both parties’ performance of the contract and to discuss the implementation of any necessary changes. It is drafted to be favourable to the customer. It is suitable for use in a business to business agreement only, and is typically found in a supply of services or outsourcing agreement. Why contract review clauses are used It is a commercial reality that parties doing business together will often not simply enter into self-contained discrete contracts with each other but engage in a business relationship that evolves and can change over time. Particularly in long-term contracts the surrounding circumstances in which a contract is performed can change (for example, in relation to the economic climate, technology developments, market demand, supply chain issues etc). It is therefore good business practice to periodically review the performance of a contract. Doing so can pre-empt any performance issues that may lead to potential contract breaches and disputes between the parties and help to maintain an ongoing

This Precedent Contract review/request form is designed to be used by staff to request a draft contract or a contract review from the legal department as part of your contract management process. It is intended to give the legal team a place to start when reviewing or drafting a contract. Inevitably you will have further questions depending on the type of contract. Those questions can be put to the person making the request as you perform your review or start to draft. Please tick: ☐

This Checklist sets out the issues to consider when drafting a variation document to vary an underlying agreement. For a ‘how to’ guide on varying commercial contracts which signposts relevant content, see Practice Note: Ireland—How to vary a contract. Parties may consider contract variation for a number of reasons. For template variation documents, see Precedents: • Ireland—Variation agreement • Ireland—Deed of variation Variations can be drafted in letter form and this may be sufficient where the amendments are minor. Duplicate copies of the letter should always be provided and it is important to ensure that it is signed and returned before the variation is due to take effect. See Precedent: Ireland—Letter of variation. If the variation is solely to extend the term of the original contract, see Precedent: Ireland—Letter of extension. This Checklist is intended for use when varying a business-to-business agreement. Issues to consider The table below sets out the issues to consider when varying an agreement, including preliminary considerations, the difference between using a simple contract versus a deed for the variation, drafting considerations

This Checklist sets out the key issues to consider when contracting on another party’s standard form terms and conditions. This Checklist is relevant for business-to-business transactions only. Unless you have a very strong bargaining position, you will have to deal on another party’s standard terms from time to time, especially when you are buying goods and/or services. How far you want to go in challenging the standard form terms of another party will depend on the overall importance of the contract, its length and value and the importance to your business of the goods or services supplied. A key issue when faced with third-party terms is extending the supplier’s liability so that their duty towards you is greater and maximising the extent of your recoverable losses if the supplier fails to perform satisfactorily. Incorporation of your requirements Ensure any specific terms or requirements are effectively incorporated. You should try and include as many of your requirements as possible as specific provisions within your order or in a request for a quote or

This Practice Note considers why a third party may wish to rely on a contract to which it is not privy, and whether the common law doctrine of privity contract may be avoided by recognising instead a collateral agreement, a multipartite contract, or an agency scenario on the given facts. It also considers when a third party can make a claim under an insurance contract or consumer legislation. Why consider the effects of contracts on third parties? Although your client is not a party to the contract in question, you may still want to know whether they may be: • liable for any obligations, or • entitled to enforce any benefits under the contract. Consider the following scenarios: • in a contract between A (promisor) and B (promisee), A agrees to pay €1,000 to C (third party) • in a contract between A (promisor) and B (promisee), A agrees that any liability in respect of C (third party) should be limited to €5,000 In both examples, there is a benefit to C (payment

This Practice Note provides an overview of the essential components required to create a valid and enforceable contract: offer, acceptance, and consideration. This Practice Note defines each of these concepts in turn, identifies the conditions which must be satisfied for them to be deemed valid, and discusses their operation in various legal contexts. Subsequently, this Practice Note identifies which contractual relationships give rise to an assumption of an intention to create legal relations, and further, which categories of persons lack the requisite capacity to enter binding legal relations. Finally, this Practice Note considers the general principles of contract interpretation which apply in Ireland. One of the first issues to consider when taking steps to put a contractual arrangement in place is to ensure there is a valid contract which is capable of being enforced. This Practice Note provides an overview of the essential steps required to create a valid and enforceable contract: offer, acceptance,

This Checklist highlights the key procurement, licensing and contractual issues relevant to artificial intelligence (AI) or machine learning (ML) solutions. Depending on the specific application, the inclusion of AI may mean adding simple automated functionality, through to creating a complex, intelligent tool controlled by either a third party or by the customer. This Checklist assumes that the AI will be capable of an element of learning and that, as such, one or both of the parties will be involved in training it. For a discussion of methodologies for the management of risks and challenges that might arise during the deployment of AI technology, see News Analysis: Understanding and managing the risks in artificial intelligence (AI) technology projects. General issues related to software development and licensing, systems integration, outsourcing and software support services may also be relevant, depending on the solution, but are not highlighted in this Checklist. For more information, see: • Ireland—Software development agreement—checklist • Ireland—Key issues in SaaS and hardware/software maintenance SLAs • Ireland—Service level agreement—hardware/software fault resolution support services

This Practice Note considers the general principles of recovering damages for contractual breach. For guidance generally on bringing a breach of contract claim, see Practice Note: Ireland—Starting a breach of contract claim. Compensatory function of damages for breach of contract The purpose of an award of damages for a breach of contract, similar to the law of tort, is to compensate the plaintiff. This is done by putting the plaintiff in the position that they would be in had the contract been performed (see Robinson v Harman). It does not seek to punish the party in breach of the contract. In contrast, the aim of the law of tort is to put the plaintiff in the position they were in prior to the tort being committed. General principles of damages can be drawn from British Westinghouse Electric and Manufacturing Co Ltd v Underground Electric Rlys Co of London Ltd at para [689]: • damages in contract are intended to place the claimant in the same position as they would have been in if