This Precedent uses the additional defined terms ‘Agreement’, ‘Business Day’, ‘Customer’, ‘Services’, ‘Supplier’ and ‘Supplier Personnel’, which are not specific to data processing and which it is assumed are separately defined in the relevant agreement. The Schedule Part A: Operative provisions 1 Definitions 1.1 In this Schedule: Applicable EEA Law • means all applicable law(s) of the European Economic Area and European Union and of the relevant member state(s) of either; Applicable UK Law • means all applicable law(s) of the United Kingdom (or of any part of the United Kingdom); Controller • has the meaning given in applicable Data Protection Laws from time to time; Data Protection Laws • means all applicable law relating to the processing, privacy and/or use of Personal Data, as applicable to either party or the Services, including: (a) the EU GDPR; (b) the UK GDPR and the UK DPA 2018; (c) any laws which implement or supplement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; Data Protection Supervisory Authority • means any regulator, authority or body responsible for administering Data Protection Laws; Data Subject • has the meaning given in applicable Data Protection Laws from

This week’s edition of Private Client highlights includes: (1) NHS South-West Integrated Care Board and another v XY and others, in which the Court held that internet or social media use did not fall within personal welfare deputyship; (2) BS v HC, an important decision concerning the matrimonialisation of pension assets based on common intention; (3) Burles (the Executor of the Late Denis Richard Burles) v Revenue and Customs Commissioners, where the FTT held that the purchase of an offshore trust income interest was a transfer of value for IHT; (4) the Scottish Parliament passes the Contract (Formation and Remedies) (Scotland) Bill; (5) Morgan v Morgan, in which the Court found unfair prejudice in family quasi-partnership farming companies; (6) DSG v ICO, where the Court of Appeal allowed an appeal by the ICO that anonymised data in the hands of an unauthorised person still constitutes personal data vis-a-vis the data controller; (7) the EU Council agrees a new regulation to protect vulnerable adults; and (8) the Finance Bill passing the House of Commons and becoming ‘substantively enacted’.

ARCHIVED: This Precedent has been archived and is not maintained. This Precedent was suitable for use up to and including 31 May 2022. On entering into force of the UK VABEO on 1 June 2022, this Precedent was archived and has been replaced with new Precedent: Distribution agreement—non-exclusive which is suitable for use with the UK VABEO from 1 June 2022. This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute [and support] the Products on a non-exclusive basis in the Territory on the terms of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is in under common Control with, another

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert selling corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller), [and] 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Bidder), [and] 3 [[Insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company),] the Seller[, OR and] the Bidder[ and the Company] being a Party and together the Seller[, OR and] the Bidder[ and the Company] are the Parties. background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Bidder has requested that certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration

This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers); and 2 [Insert name of purchasing corporate entity] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer), 3 [[Insert target company name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company), each of the Sellers[, OR and] the Buyer[ and the Company] being a Party and together the Sellers[, OR and] the Buyer[ and the Company] are the Parties.] background (A) The Parties propose to enter into negotiations concerning the Proposed Acquisition. (B) In order to explore, discuss, evaluate and negotiate the Proposed Acquisition, the Buyer has requested that certain Confidential Information [(and Personal Data) ]be made available to it in order to evaluate the Company[ and its subsidiaries] and to consider and negotiate the terms of the Proposed Acquisition. (C) The Parties have agreed to enter into this Agreement in consideration of the Sellers disclosing and the Buyer receiving the Confidential Information.

Employment analysis: A revised Employment Rights Bill (ERB), as brought from the House of Commons to the House of Lords was published on 14 March 2025. The second reading in the House of Lords is scheduled for 27 March 2025. The latest amendments proposed by the government are wide-ranging and include: (1) an extension of the right to be offered a guaranteed hours contract to agency workers, (2) the setting of statutory sick pay (SSP) at the lower of £118.75 or 80% of the employee’s normal weekly earnings, (3) the introduction of two alternative thresholds for determining whether the collective redundancy consultation obligation applies, (4) changes to the protected period for collective redundancy consultation, (5) a duty to keep records relating to annual leave, (6) an extension of the regulation of employment businesses, (7) changes to trade union legislation and (8) powers for the Secretary of State to issue notices of underpayments, to bring employment tribunal proceedings and to recover enforcement costs.

Restructuring & Insolvency analysis: This article discusses a recent High Court decision which reviewed and applied the requirements for the creation of a constructive trust over funds which would otherwise form part of an insolvent estate. Against a backdrop of impending litigation between them concerning alleged breaches of contract, the joint administrators of a company and MUFG Bank Ltd disputed the proper status of approximately £125,000 held by Lloyds Bank in an invoice factoring facility account held in the company’s name. Deputy ICCJ Frith’s decision is a helpful summary of the relevant principles in determining whether a trust exists, and how it interacts with the relevant insolvency scheme. Written by Ali Tabari, barrister, at St Philips Chambers.

Dispute Resolution analysis: The Commercial Court dismissed an application to substitute a party for the existing claimant, holding that the purported assignment of rights was ineffective due to contractual restrictions and void for champerty. The court narrowly construed the assignment clause in the contract, finding Chillblast Ltd, the applicant, did not qualify as a permitted assignee. It also ruled Chillblast lacked a legitimate interest to justify the assignment. The judgment clarifies that the CPR 19.2(4) requirements for party substitution are disjunctive and applies a balance of probabilities test to meeting them. This case offers significant guidance on interpreting anti-assignment clauses, the modern application of champerty rules, and ‘change of party’ procedural requirements in commercial litigation. Written by the Dispute Resolution team at LexisNexis.

Restructuring & Insolvency analysis: The Court of Appeal held that a judgment obtained against a company—using a prohibited name—in proceedings to which its directors/persons responsible for its management were not party, of itself establishes the ‘relevant debt’ of the company in subsequent proceedings brought against a director under section 217 of the Insolvency Act 1986 (IA 1986). The Court of Appeal further held that for the purpose of IA 1986, s 217, the company incurs a liability when judgment is entered. In any event, it incurs a liability for damages at the time of breach, not the date of the contract. Written by Andrew Grantham KC, head of Business and Property Department Kings Chambers, Manchester, Leeds and Birmingham, associate at Serle Court, and counsel for the respondent.

Dispute Resolution analysis: Rosamund Baker, barrister at Selborne Chambers, considers the case of Philp and another v Cook, in which the High Court construed the effect of a contractual provision in a share purchase agreement which excluded the sellers’ liability for a breach of warranty where the buyer failed to notify the sellers of a claim within a certain period of time. The High Court followed Aries Tanker Corporation v Total Transport Ltd, the Aries [1977] 1 All ER 398 in stating that a contractual limitation bar could not only preclude a party from setting up a counterclaim but could also preclude a party from relying upon equitable set-off as a defence. In the circumstances of this particular contract, the High Court held that the buyer was so precluded from relying upon equitable set-off.

Construction analysis: The Technology and Construction Court (TCC) held that a document sent by a contractor to the employer’s agent in February 2022, in connection with payment for works done under a Joint Contracts Tribunal (JCT) Design and Contract 2016, was not the ‘Final Statement’ required by the contractual final account provisions. Viewed objectively, the document was prepared as a draft or forecast of the final account. The Final Statement was instead a later document, sent by the contractor in February 2024. The court went on to find that where, under clause 4.24.6, the employer could give notice disputing anything in the Final Statement (and thereby prevent the Final Statement becoming conclusive as to the sum due), that notice had to be given after the Final Statement had been issued. Correspondence sent before the Final Statement had been issued therefore did not amount to such notice.

Tax analysis: In WTGIL Ltd, the Court of Appeal decided that, where an insurance intermediary has supplied intermediary services in relation to car insurance policies that require it to provide and fit devices to the cars concerned, the provision and fitting of the devices by the intermediary is an exempt activity carried out ‘in the course of’ acting in an intermediary capacity. The Court found the services fell within the scope of Item 4 of Group 2 of Part II of Schedule 9 to the Value Added Tax Act 1994 (VATA 1994) which provides exemption for the services of an insurance intermediary that are related to a contract for insurance and are supplied by the insurance intermediary ‘in the course of’ acting in an intermediary capacity.