This Negotiation Guide forms part of the Practical lease negotiation collection. See also Practice Note: New starter guide—entering into new commercial leases. It considers the key elements of an insurance clause which can be inserted into a lease of commercial property. An insurance clause in a commercial lease sets out the obligations and liabilities of both the landlord and tenant in relation to the insurance of the property; including who procures the buildings insurance, what is insured, who is liable for the costs and what risks are covered. It also allocates risk and responsibilities in the event of damage to, or destruction of, the property by an insured (or an uninsured) risk. This Negotiation Guide considers the situation where the landlord insures, as this is almost always the case in a commercial rack rent lease. Even if the tenant takes a lease of whole, the landlord usually wants to ensure that the capital value of its asset (freehold or long lease) is fully protected with sufficient insurance. It will not be happy to rely on a tenant’s

An IP assignment is the transfer, by an assignor to an assignee, of IP rights, so that the assignee becomes the owner of those rights. As the assignor is no longer the owner of the rights, it cannot use the rights without a licence back from the assignee. The assignment of IP can form a standalone IP assignment agreement or may form part of a wider agreement, eg where certain IP rights are assigned as part of a commercial arrangement, project or collaboration. Furthermore, the assignment may be the operative document actually transferring ownership or it may be a follow-up ‘confirmatory’ assignment confirming a transfer which has already happened, eg as part of a business transfer or because the assignor is an employee of the assignee so their IP automatically vests in the assignee. This negotiation guide considers the key elements of an IP assignment clause which can be inserted into a wider agreement. For example IP assignment clauses, see Precedents: Intellectual property rights assignment clause—pro-assignor and Intellectual property rights assignment clause—pro-assignee. For example assignment

An IP licence is the granting of permission, by a licensor to a licensee, to use IP rights which the licensee would otherwise be prevented from using. The IP licence can form a standalone IP licence agreement or may form part of a wider agreement, eg where certain IP rights are licensed as part of a commercial arrangement, project or collaboration. This negotiation guide considers the key elements of an IP licence clause which can be inserted into a wider agreement. For example IP licence clauses, see Precedents: Intellectual property rights licence clause—pro-licensor and Intellectual property rights licence clause—pro-licensee. For example licence agreements, see Precedents: • Intellectual property licence—pro-licensor • Intellectual property licence—pro-licensee • Intra-group intellectual property licence • Intellectual property licence (asset purchase) (long form) • Intellectual property licence (asset purchase) (short form) Aims of the parties Licensor’s aims The licensor’s key aims include: • protecting the value of the IP rights • maximising the revenue generated by the IP rights • minimising the administrative burden of policing the licence • ensuring that the

A licence for alterations documents the landlord’s consent to specific alterations proposed by the tenant and usually contains appropriate covenants governing the carrying out, retention, and removal of such works. This negotiation guide considers issues such as: • requirements as to how the works are carried out • documentation and notices to be provided to the landlord • any necessary consents • inspection • insurance of the works • treatment of the works on rent review (if applicable) • dealing with guarantors • reinstatement requirements For an example of a licence for alterations, see Precedent: Licence for alterations. For more information generally on licences for alterations, see Practice Note: A practical guide to dealing with licences for alterations. Aims of the parties Landlord’s aims For a landlord, controlling alterations is important to protect the value of its reversion. It needs to ensure that any works carried out by the tenant do not damage the premises or wider building and will not negatively impact on value. Where a property is multi-let, the landlord is also

A tenant’s lease governs the extent to which it may dispose of the premises by assigning its lease. Usually, the lease contains either a qualified covenant against assignment (where the tenant is unable to assign without the landlord’s consent) or a fully qualified covenant against assignment (where the tenant is unable to assign without the landlord’s consent which must not be unreasonably withheld), see Practice Note: Landlord's consent to assign or underlet). A licence to assign documents the landlord's consent to the assignment of the lease. It also records the terms upon which that consent is given and usually includes additional contractual obligations governing the relationship between the landlord, the outgoing tenant, the incoming tenant (assignee) and, where applicable, their guarantors. This negotiation guide considers issues such as: • differences between old and new tenancies for the purposes of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) • ensuring compliance with tenant covenants • authorised guarantee agreements (AGAs) • guarantor issues • common negotiation points and pitfalls For examples of a licence to assign,

A tenant’s lease governs the extent to which it may underlet the premises. Usually, the lease contains either a qualified covenant against underletting, under which the tenant may not underlet without the landlord’s consent, or a fully qualified covenant under which that consent must not be unreasonably withheld. The lease will often also prescribe some or all of the terms on which any underlease must be granted. A licence to underlet documents the landlord’s consent to the proposed underletting and the terms on which that consent is given. It commonly includes contractual obligations governing the relationship between the landlord, the tenant, the undertenant and, where applicable, their guarantors. Where the tenant’s lease is itself an underlease and superior landlord’s consent is required, the transaction may be documented by a licence to sub-underlet. This will usually involve additional consenting parties and direct covenants being given separately to the superior landlord and the tenant. The points below apply equally to those arrangements, subject to the adaptations identified. This negotiation guide considers: • reviewing the proposed underlease against

This is a negotiation guide for a patent co-ownership agreement. It explains what a co-ownership agreement is, discusses the aims of the parties, summarises the key negotiation points that will need to be dealt with, and sets out the key potential pitfalls for the parties. The right to be granted and own a patent belongs to the inventor or inventors unless another person is entitled to own the invention by virtue of any rule of law or any legally enforceable agreement existing at the time the invention was made. A patent co-ownership agreement governs the relationship between parties who jointly own a patent. Patents can be co-owned either as a result of: • an assignment of the ownership of a share of the patent from one co-owner to the other, or • two or more inventors each being entitled to the patent—the resulting co-owners may be the inventors themselves or other parties to whom entitlement has passed, eg by assignment or under the statutory provisions governing employee inventions Co-ownership of UK patents is governed by section 36 of

A placing agreement is a contract between a company (Issuer) and one or more placing agents (Brokers), pursuant to which the Issuer appoints such Brokers as its agents to procure subscribers for shares in the Issuer. A placing is typically a non-pre-emptive offer to institutional investors and will not be open to retail investors. At times (for instance, in a placing agreement entered into as part of an initial public offering (IPO)), the directors and proposed directors of the Issuer (Directors) will also be a party. If the Issuer is listed (or is listing) on AIM, then its Nominated Adviser (or Nomad) will also be a party if it is not already a party in the capacity of Broker. The placing agreement sets out the obligations of the Brokers to place shares of the Issuer (which are usually yet to be allotted) to institutional investors. Brokers may also place existing shares in the capital of the Issuer with investors on behalf of selling shareholders. The placing agreement details the fees and commissions

This Negotiation Guide forms part of the Practical lease negotiation collection. See also Practice Note: New starter guide—entering into new commercial leases. The purpose of rent review is to adjust the rent payable to reflect changes in market conditions during the term of the lease. In MFI Properties v BICC Group Pension Trust, Mr Justice Hoffmann (as he then was) said: ‘A rent review clause is designed to deal with a particular commercial problem, namely that of the tenant who wants security of tenure for a lengthy term, and a landlord who, in times of inflation or a rapidly changing property market, does not want to commit himself to a fixed rent for the whole of that term.’ This problem can be dealt with using various methods, but all rent review clauses include a formula or method by which to calculate future rent at a particular date (a review date). This Negotiation Guide considers the key elements of an upwards only open market rent review clause which can be inserted into a lease of commercial

This Negotiation Guide forms part of the Practical lease negotiation collection. See also Practice Note: New starter guide—entering into new commercial leases. A repair clause sets out the rights and responsibilities of the landlord and the tenant in relation to the repair and maintenance of the tenant’s premises during the lease term. In a multi-let property the parties must also consider the interaction with the service charge clause and the landlord’s obligation to provide the services (which should include repairing and maintaining the common parts). This Negotiation Guide considers the key elements of a repair clause which can be inserted into a commercial lease. It assumes that the property contains no residential units and therefore it does not consider the effect of the Building Safety Act 2022 on landlord and tenant issues related to repair (eg relevant defects). See instead: Building Safety Act 2022 property and property disputes collection, which includes Practice Notes: Building Safety Act 2022—key issues for property practitioners and Building Safety Act 2022—landlord and tenant issues. For example repair clauses in commercial leases,

A section 106 agreement is a deed entered into under section 106 of the Town and Country Planning Act 1990 under which a person interested in land enters into planning obligations enforceable by the relevant local planning authority (LPA). Planning obligations are used to make development acceptable in planning terms where the relevant impacts cannot appropriately be addressed by planning conditions. They may restrict the development or use of land, require operations or activities to be carried out, require land to be used in a specified way, or require payments to be made to the LPA. This Negotiation Guide focuses on bilateral section 106 agreements connected with applications for planning permission. It does not attempt to prescribe the detailed planning obligations appropriate for every form of development. The content and structure of an agreement must reflect the development, the evidence supporting the obligations and the applicable development plan and national policy. It should also be adapted where there is a separate county council, highway authority, registered provider, infrastructure provider or other delivery body. In England, the National

This Negotiation Guide forms part of the Practical lease negotiation collection. See also Practice Note: New starter guide—entering into new commercial leases. In a multi-let property it is sensible for repair and maintenance of the structure and common parties and the delivery of the services to be controlled by the landlord, with the costs being recovered from tenants through the service charge. This is facilitated by a service charge clause (or schedule). A typical commercial service charge clause includes: • a landlord’s obligation to provide the services • a list of service charge costs that the landlord can recover from the tenant • a requirement for the tenant to pay the relevant proportion of the service charge costs • appropriate mechanisms for payment and reconciliation This negotiation guide considers the key elements of a commercial service charge clause which can be inserted into a commercial lease. It assumes that the property does not contain any residential units. In a mixed use property there are likely to be additional considerations in relation to the provision