This Practice Note is based on the assumptions that: • National Highways (NH) is the relevant authority and the works in question affect the strategic road network, and • the developer is in control of the relevant land and has conveyed the necessary part of the land to NH (formerly Highway England) for it to implement the works This Practice Note is drafted to give the perspective of both the developer and NH. See Precedent: Precedent s 278 agreement. Preparatory stages in agreeing a section 278 agreement Developers must initially persuade NH that the section 278 works will be of benefit to the public. NH must then satisfy itself that measures have been identified to ameliorate the impact of a development. For example, pedestrianised crossings, signalised junctions to provide access onto the highway network, roundabouts and one way routes are commonly implemented. It is common practice for NH to provide the first draft of the agreement. This ensures a level of consistency in NH’s dealings with different developers and

These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to negotiating a share purchase agreement (SPA). The training materials will assist junior lawyers, company secretaries and directors gain an understanding of the key points of negotiation and drafting, and provide a link to other useful materials and guidance. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. Click

This Checklist is designed to highlight issues arising during the negotiation and drafting of a settlement agreement. For guidance on how to negotiate and draft a settlement agreement, see Practice Notes: • How to agree and draft a settlement agreement (non-employment claims) • Settling disputes—how to document a settlement • Settling disputes—drafting the settlement agreement Issue Key consideration Content links When to seek settlement? Ensure that settlement is under consideration throughout all stages of a dispute, including pre-action. Ensure this includes consideration of the different options available for settlement, eg direct negotiation and agreement between the parties / their legal advisers (including consideration as to whether a Part 36 offer is appropriate) or some form of assisted alternative dispute resolution (ADR) procedure, such as mediation. Since a rule change in October 2024, the court has the power to order the parties to engage in ADR (see CPR 3.1(2)(o)).Check whether there are any contractual obligations on the parties with regard to settlement, eg the inclusion of a tiered dispute resolution procedure in the contract.Check

This Practice Note considers what ‘negotiating damages’ (previously sometimes known as Wrotham Park damages) are, when they may be available as a remedy for contractual breach and what the court will take into account when assessing them. For guidance on the remedy of damages, see Practice Note: The remedy of damages—general principles. For guidance on the general principles for claiming damages for contractual breach and the distinction between claiming for pecuniary and non-pecuniary losses, see Practice Notes: • Contractual damages—general principles • Contractual damages—pecuniary losses • Contractual damages—non-pecuniary losses What are ‘negotiating damages’? Negotiating damages are damages which are assessed by reference to the sum that the claimant could reasonably have charged for releasing the defendant from the obligation which the latter failed to perform (the hypothetical release). This is in contrast to the general compensatory nature of contractual damages which entails an assessment of the loss actually caused by reference to the difference between the claimant’s actual position and the position they would have been in had the contract been performed. Lord Reed

How confident do you feel when negotiating fees with a client? This questionnaire will help you to identify where your comfort areas lie and where you may benefit from additional training and support to ensure you are securing work at the right fee levels. If you answer ‘no’ to any of the following

Introduction This Practice Note: • explains why lenders include certain undertakings in leveraged loan agreements • provides an overview of each undertaking’s structure and common permitted exceptions; and • briefly summarises how the same issues are addressed under a high-yield bond covenant package This Practice Note focuses on four undertakings that are particularly heavily negotiated. These are the undertakings that restrict: • acquisitions • disposals • financial indebtedness; and • dividends It is common to see a large number of exceptions to each of these undertakings, significantly diluting their effect. The exceptions are driven by a combination of: • the target’s particular requirements and existing finance documents • the acquiring sponsor’s business plan and precedent loan documents; and • the convergence of documentation approaches in the European loan, US Term Loan B (TLB) and high-yield bond markets Over the last decade or so, there has been a distinct increase in the range of permitted activities under the general undertakings discussed and sponsors have cherry-picked permissions from various sources. The result has been far greater

This Practice Note is a negotiating guide to be used by dispute resolution lawyers involved in the negotiation and drafting of settlement agreements following the negotiated resolution of a dispute, whether or not legal proceedings were commenced before the settlement occurred. It features the release clause, usually besides the payment clause, one of the two main parts of such agreements. It sets out the expected positions of parties in negotiating the release clause, and suggests potential compromises that they may adopt. It is intended to be a high-level discussion of the issues, enabling a reader to consider what would be needed in a particular dispute. Some further Practice Notes and Precedents are referred to as additional reading to be consulted if required. This guide is not aimed at negotiating settlement agreements made to resolve disputes under employment contracts where other issues may arise. Aims of the parties Once settlement of a dispute has been negotiated in principle, or sometimes while that is underway, the width of the release clause

Funder’s primary objective If the buyer will acquire the property subject to overage and intends to obtain finance secured against the property then, from a funder’s perspective, it is essential that the terms of the overage will not hinder or prevent the funder from enforcing its security. A funder will need to be satisfied that its charge is good security over the property. Property and associated rights Consider the nature of the site over which the funder is taking a charge. If it is part of a larger development then, if the funder exercises its power of sale, will the property require any rights over neighbouring land owned by (or being acquired by) the buyer? Examples could be rights of way, rights relating to service media and rights of support. If any rights would be required then consider agreeing the form of a deed of easement to be attached to the charge and giving the funder the ability to call for the easement if required. Is the seller's method of securing the overage acceptable to a funder? Any

Basic terms At the outset consider whether overage is appropriate for the transaction. It may be the case that your client’s interests would be better served by agreeing an increased purchase price or by entering into a conditional contract instead. Overage clauses can be complex and expensive to negotiate. If overage is to be imposed, always consider whether the overage terms are consistent with the buyer’s intentions for the site. Ensure that the overage includes clear definitions of: • the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and therefore, if no overage period is specified, there is a risk that the agreement could be perpetual) • the property which will be subject to the overage • any individual units to be sold or constructed, making it clear whether parking spaces and other such ancillary areas are part of a unit for the purposes of the overage calculation Include a ‘good faith’ clause as this may assist in the event of a dispute. Ensure that

Basic terms At the outset consider whether overage is appropriate for the transaction. It may be the case that your client’s interests would be better served by agreeing an increased purchase price or by entering into a conditional contract instead. Overage clauses can be complex and expensive to negotiate. If overage is to be imposed, always consider the circumstances in which the seller is expecting or hoping to receive a further payment and how the buyer could avoid triggering the overage. Ensure that the overage includes clear definitions of: • the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and therefore, if no overage period is specified, there is a risk that the agreement could be perpetual) • the property which will be subject to the overage • any individual units to be sold or constructed, making it clear whether parking spaces and other such ancillary areas are part of a unit for the purposes of the overage calculation Include a ‘good faith’ clause as

This Practice Note explores the implications of the involvement of hyperscalers and major cloud service providers (CSPs) in IT outsourcing and market practice in the negotiation and drafting of affected agreements from a UK buyer’s perspective. We operate in a world where it seems that most of the technology and business process services that businesses consume are offered on an ‘as a service’ basis; in other words, they are delivered via the cloud, either as a complete solution or on the basis that the relevant applications are hosted remotely. While some of these cloud offerings may be for distinct or niche products or services, others will be far-reaching and/or business critical and can involve substantial amounts of contract spend. See Practice Note: The evolution of IT outsourcing. In this context, much attention has focussed on the kinds of contract provisions that are negotiated with CSPs, including but not limited to the ‘hyperscalers’, ie the providers of mass infrastructure as a service (IaaS) and platform as a service (PaaS) facilities

This negotiation guide sets out practical guidance on some of the key issues that may arise when negotiating contracts to procure artificial intelligence (AI) technologies. It is primarily designed to support customers procuring AI solutions but it also considers some of the positions that suppliers may take. It is intended to cover some of the common themes that may arise, rather than considering any specific use case or delivery model, but it includes guidance about the potential impact of these considerations on negotiations. It summarises some of the key aims of the parties and highlights common pitfalls that can be encountered when negotiating contracts. For example AI clauses, see Precedents: • AI clauses—Warranties • AI clauses—IP rights in an AI system • AI clauses—Ownership of customer data • AI clauses—Ownership of output • AI clauses—Use of Generative AI by Supplier • AI clauses—Third party IP warranties • AI clauses—Third party IP indemnity For further guidance on AI projects and specific aspects of AI contracting, see Practice Notes: The AI project lifecycle—a quick guide, Artificial intelligence (AI) resource kit,