How to use this Checklist This Checklist sets out the key provisions to include when drafting a software development agreement. It can also aid the drafting of a simple non-binding heads of terms. The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties ☐ Confirm each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement ☐ Confirm whether any third party will guarantee performance or financial obligations Commencement and duration ☐ Confirm the proposed commencement or effective date ☐ Confirm if there are any preconditions which must be satisfied before the proposed agreement can take effect ☐ Confirm the nature of any early termination rights Eg termination for cause only or rights to terminate for convenience, contract break points, etc. Deliverables ☐ Confirm whether the customer has identified its requirements in relation to the software to be developed ☐ Confirm whether technical

This is a precedent solicitor's statement confirmation in accordance with the requirements of Legal Office Notice No 3 of 2010—Tailte Éireann. In order to counter against the risk of fraud with regard to the use of powers of attorneys Tailte Éireann introduced a requirement for the solicitor for the donee to provide a legal statement of confirmation in relation to the use of a donee's powers to execute documents under a power of attorney. Tailite Éireann issued a legal office notice on their requirements in relation to documents executed under power of attorney. In order to counter against the risk of fraud with regard to the use of powers of attorneys Tailte Éireann

THE [HIGH/CIRCUIT] COURT IN THE MATTER OF SECTION 14 OF THE MEDIATION ACT 2017 RECORD NO. [Insert Record Number] BETWEEN: [Insert plaintiff’s name]        [PLAINTIFF] and [Insert defendant’s name]        DEFENDANT This is a statutory declaration that a solicitor has advised their client about mediation in compliance with their mandatory obligations under the Mediation Act 2017 (Ireland), s 14 (MA 2017 (IRL)). It can be adapted for use in the High Court or Circuit Court. The purpose of this declaration is to satisfy the requirements of MA 2017 (IRL), s 14 which provides that a practising solicitor shall provide information about mediation to their client and advise the client to consider mediation as a means of attempting to resolve their dispute prior to issuing proceedings on behalf of a client. The solicitor must also sign a statutory declaration confirming they have advised their client about

A resolution approving a prohibited arrangement must be accompanied by a copy of the directors’ declaration made within the required time period as prescribed by section 202(6) of the Companies Act 2014 (Ireland). COMPANIES ACT 2014 [insert company name] LIMITED (COMPANY NUMBER [insert company number]) (the ‘ Company ’) Resolution heading Please

Appointment This paragraph appoints, and sets out the authority of, the attorney. This power of attorney allows for one or more attorney to be appointed. If more than one attorney is appointed using this power of attorney, it is important that the drafter specifies whether such appointment is to be on a joint, several, or joint and several basis. A several appointment allows each of the attorneys to act independently, while a joint appointment provides that all the attorneys must consider and consent to the act in question. You should also note that if the attorneys are appointed on a joint basis if one of the attorneys dies, becomes bankrupt or is incapacitated then the appointment of all the attorneys will terminate, if not given by way of security. THIS GENERAL POWER OF ATTORNEY is made on [insert date] by [insert name of grantor], [of [address] OR incorporated in Ireland with company registration number [insert number] whose registered office is at] [insert address] (the Grantor), HEREBY APPOINTS [the persons listed in the Schedule attached severally OR [insert

[insert date] Confirmation of directorship This statement confirms the position of the person who is signing the specimen signature sheet and making all the confirmations contained within it on behalf of the Company. I am a director of [insert name of entity], a company incorporated in Ireland with company number [insert company number] whose registered office is at [insert address] (the Company). Description of facility agreement The details of the relevant facility agreement should be inserted in this paragraph. I refer to the facility agreement dated [insert date of facility agreement] between [the Company

Introduction Mediation is a process of alternative dispute resolution that is well established in Ireland as an alternative to court proceedings, providing clients with flexibility to determine how their dispute is resolved. Mediation can be beneficial for both clients and their legal representatives as a means of resolving disputes efficiently while minimising costs, ensuring confidentiality, and avoiding lengthy and public court proceedings. Mediation is often successful, the Mediators’ Institute of Ireland (MII) has reported that over 80% of mediated cases are resolved at mediation or shortly after. Mediation is particularly suited to multi-party litigation, as it offers a wider range of possible outcomes that can be tailored to the parties’ objectives. Mediation empowers clients to resolve disputes in a manner that suits their needs, providing them with an opportunity for direct involvement and a wide range of possible outcomes. While mediations generally follow the process described in this note, the exact structure will depend on the nature and complexity of the dispute, the parties

In property transactions there a number of statutory declarations and certificates that are required to be provided on closing. This Practice Note sets out the most commonly required documents below together with links to precedent documents. Section 72 Declaration Section 72 of the Registration of Title Act 1964 (Ireland) provides that certain burdens can affect registered land without registration (‘Section 72 Burdens’). These burdens will not appear on the Land Registry folio and the purchaser will only be made aware of the burdens if they are disclosed by the vendor. It is therefore standard practice that on completion transaction which involves registered title, such as a sale or secured lending, the landowner will provide a declaration confirming that no Section 72 Burdens affect the registered title. The Law Society has published a precedent long-form Section 72 Declaration which recites all of the Section 72 Burdens and which they recommend is used by practitioners for all transactions. Please note that this declaration should be carefully reviewed and amended only where the circumstances or the transaction require. Family

This Practice Note considers the standard of care in professional negligence claims and the appropriate legal test for establishing liability in professional negligence litigation in Ireland. It explains what professional negligence is and how it is established. It also considers the different legal bases for professional negligence claims. It then considers the standard of care expected of medical professionals, solicitors and barristers and the building profession in the context of professional negligence claims which may be brought against them. Finally, it outlines when a professional’s duty of care can be extended to third parties. What is professional negligence? Professional negligence is a civil claim against a professional who has a contractual and/or tortious duty to the plaintiff and has breached it by acting in a way that no other reasonable person of that profession would have done, thus causing the plaintiff loss or damage. How do you establish professional negligence? The tort of professional negligence arises when the following criteria are met: • the defendant owes the plaintiff a duty

This Practice Note explores contract breach claims and provides practical guidance and tips to consider when bringing a claim for breach of contract before the Irish courts. It addresses initial considerations such as identifying the breach, the loss suffered and the remedies to be sought. It also covers matters relevant to contractual claims such as causation, the duty to mitigate and quantifying the claim. It considers practical issues such as applicable limitation periods, issuing and pleading the claim, evidential issues including discovery and the use of expert witnesses, as well as pre-action obligations and alternative dispute resolution. Scope of this Practice Note Contractual breach claims can be used as an umbrella term for a wide range of disputes which at their core involve contractual relationships. Although many contractual relationships involve written agreements, others may be concluded orally or by conduct. The disputes which may arise may relate to whether: • the relevant obligation, whether it be the provision of goods or services, has been performed in accordance with the contractual

This Practice Note provides information on which court to issue a civil claim in, depending on the value of the claim and other factors, including whether claims should be started in the High Court, Circuit Court or District Court. It also looks at what type of claims the specialist courts deal with and provides information on any guidelines that need to be adhered to when commencing proceedings in the courts in personal injuries, medical negligence and defamation claims. High Court, Circuit Court or District Court? Whether to start your claim in the High Court, Circuit Court or the District Court is generally a question of the value of the claim. For more information on the civil court structure and jurisdiction parameters of the different levels of the courts in Ireland, see Practice Note: Ireland—Civil courts structure and Ireland—Civil court structure—flowchart. The jurisdiction of the High Court Article 34 of the Constitution of Ireland gives the High Court full original jurisdiction in and power to determine all matters and questions whether of law or fact, civil

This Checklist on debt claims identifies the key considerations when issuing a claim for a simple contractual debt. It is important that you consider the nature of the claim itself, the parties to the contract, the debtor’s assets, the value of the debt, what the client wants to achieve from litigation, limitation periods and any potential jurisdictional issues. Issue Considerations Is the proposed claim actually a claim in debt? Some claims that appear to be debt claims are actually claims in damages. It is important to understand the distinction because there are significant practical differences between claims in debt and claims in damages, so you should ensure that you are seeking the appropriate remedy. Who are the parties to the agreement? This sounds like an obvious question, but it is an important one to ask because it covers a number of different points:—if proceedings are to be issued, you need to be sure that the correct entity is being sued—analyse the contract to determine precisely who owes the money under the terms of