Overage (sometimes known as ‘clawback’ or ‘deferred consideration’) enables a seller to benefit from an uplift in the value of land (eg where planning permission is obtained or where completed units are sold) after the original sale by the seller. Entitlement to overage is a contractual matter and overage provisions will be construed against the person seeking to rely on them. Clarity is therefore essential. At the outset, consider whether overage is appropriate. It may be the case that your client’s interests would be better served by agreeing a conditional contract for the sale of the property rather than an outright sale with overage. It is also important to keep perspective when negotiating overage as it often makes negotiations more time-consuming and costly. Management of your client's expectations regarding timing and fees may also be required. Sellers (particularly in the public sector) often impose overage to protect themselves against future embarrassment if the buyer manages to develop and/or dispose of the land at a significant profit. From the seller’s perspective, overage will leave ‘trailing wires’ and the seller will

STOP PRESS: As of 24 February 2025, the main provisions of the Procurement Act 2023 (PA 2023) are in force. Procurements begun on or after this date must be carried out under PA 2023, whereas those begun under the previous legislation (the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011) must continue to be procured and managed under that legislation. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This content relates to the Procurement Act 2023 regime This practical guidance is about public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on procurement procedures used under the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, see Practice Notes: Public procurement—open procedure—pre-PA 2023, Public procurement—restricted procedure—pre-PA 2023, Public procurement—competitive procedure with negotiation—pre-PA 2023, Public procurement—competitive dialogue procedure—pre-PA 2023 and Public procurement—innovation partnership procedure—pre-PA 2023. Competitive tendering procedures Before awarding a public contract, a contracting authority must carry out a competitive

What is a certificate of title? A certificate of title is a particular type of report on title prepared by a solicitor for someone other than their client. In commercial property transactions, solicitors are often required to investigate title (for instance, when land is being acquired or offered up as security) for their client. Solicitors then report on the nature and/or quality of the title to their client, setting out the findings of their investigation (eg details of defects or burdens on title (such as charges or easements) as well as any rights which benefit the property). In certain circumstances, solicitors will be instructed by their client to write a report on title for someone other than the client itself, such as a mortgagee or a purchaser of shares in a company that owns the land. This particular type of report on title is usually referred to as a ‘certificate of title’. There is usually no contract between the solicitors giving the certificate and the third-party recipient. However, if the givers of the certificate fail

A share option is an enforceable right for an employee to acquire shares at a given price, subject to meeting pre-determined conditions. The share option contract between the grantor and the employee will often also stipulate who is to source those shares and satisfy the share option at the point that it is exercised. The shares will typically come from either the company or from a third party with authorisation to grant an option, such as an individual shareholder, corporate shareholder or a trustee of an employee benefit trust (EBT). It is also possible for a third party shareholder to agree to satisfy options which the company itself grants by transferring shares they hold on exercise of the options. This Practice Note considers the situation where a UK tax resident individual is the one who satisfies the share option and specifically examines: • why an individual might want to offer their shares • process and documentation • non-tax considerations around the individual shareholder’s shares • taxation implications • accounting

ARCHIVED: This Practice Note has been archived and is not maintained. The implementation period put in place to enable the UK to transition away from the EU’s laws and institutions ended at 11 pm (GMT) on 31 December 2020. At this point in time (referred to in this Practice Note as ‘IP completion day’) there was an immediate and significant change in the UK’s legal regime. This Practice Note explains the implications of this change in relation to distribution. How does Brexit impact distribution? The appointment of a distributor in the UK is primarily subject to the common law of contract which will largely be unchanged following IP completion day. Where trading across borders with distributors based in other countries, including EU Member States, distributors may be protected by local laws that offer a distributor greater protection than under UK law. For further information see:  Lexology Panoramic: Distribution and Agency. In addition, distributors operating in the UK and EU Member States need to consider how they may be affected following

Introduction This checklist accompanies the more detailed Practice Note: Negotiation guide—services agreements. It is intended as a quick reference point and focuses on the key general issues which are likely to arise in most types of services agreement. It omits certain specific issues covered in Practice Note: Negotiation guide—services agreements which may only arise in particular types of services agreements or those with higher complexity (eg acceptance testing, audit rights, TUPE, step-in rights, benchmarking and exit assistance). It provides the customer’s and supplier’s best positions for each issue, followed by a suggested balanced position (which is not intended to be exhaustive). For a fuller discussion and explanation of each issue, see Practice Note: Negotiation guide—services agreements. For precedent balanced agreements, which put much of what is discussed here and in the negotiation guide into practice, see Precedents: Services agreement—one-off supply—balanced, Services agreement (ongoing supply)—balanced and Framework services agreement—single contract with call-off orders—balanced. This checklist is only relevant for business to business transactions. General service standards (reasonable care and skill, good industry practice or best industry practice) Customer’s

What are knock-for-knock indemnities? A knock-for-knock clause is a reciprocal agreement to apportion liability for certain losses (usually, death or injury to personnel and damage to property) between contracting parties, supported by mutual indemnities. A knock-for-knock regime replaces the fault-based liability regime that would otherwise apply at law with the concept that ‘loss lies where it falls’. They are a common risk allocation mechanism in the offshore oil and gas industry utilised to provide certainty and prevent recourse against other parties. They are also increasingly common in other complex offshore energy projects, such as offshore wind projects. What are the key features of a knock-for-knock clause? Knock-for-knock clauses generally maintain the principle that damage and loss to property or personnel suffered by a party’s ‘group’ (as defined in the relevant contract) is borne by that party regardless of fault. The party’s group can be extended to include its various subcontractors, affiliates and, in some circumstances, other contractors. Standard form contracts

What are the EU EMIR additional risk mitigation requirements? EU EMIR imposes additional risk mitigation requirements on counterparties engaging in non-centrally cleared OTC derivative contracts. These requirements are designed to mitigate operational and counterparty credit risks. The principal risk mitigation technique which EU EMIR requires counterparties to apply is the provision of collateral (usually referred to as margin). For information, see Q&A What are the EU EMIR margin requirements? and Practice Note: EU EMIR—essentials — Margin requirements. In addition, UK EMIR requires counterparties to apply the following risk mitigation techniques: • timely confirmation • portfolio reconciliation • portfolio compression • dispute resolution, and • marking to market/marking to model What is timely confirmation? Timely confirmation requires that non-centrally cleared OTC derivative contracts be confirmed within specific deadlines. This requirement ensures that both parties agree on the terms of the contract promptly, reducing the risk of disputes and operational errors. For contracts where each counterparty is a financial counterparty (FC) or a non-financial counterparty (NFC) whose total OTC derivatives positions exceed

This Practice Note examines interim remedies (injunctions) available before trial in employee competition and confidentiality claims. They are used if the delay until trial would be too long. It considers the timing, urgency and type of interim injunction. It also looks at the principles in granting them and the possible defendants. The remedies available in cases involving attempts to enforce express and implied terms of the contract of employment in employee competition and confidentiality cases may conveniently be divided between: • interim remedies available before final trial (discussed below), and • remedies available following the main trial of the case on liability Final remedies are discussed elsewhere. They may include: • damages (see Practice Note: Damages in employee competition claims) or an account of profits (see Practice Note: Account of profits in employee competition claims), and/or • final and permanent injunctions (see Practice Note: Final and permanent injunctions in employee competition and confidentiality claims), and/or • any of the remedies available in other types of claim, such as damages in tort,

Guarantees are a contractual arrangement where one party (the guarantor) agrees to answer for the liability of another party (the principal or principal obligor) to another party (the creditor/lender or guaranteed party). Termination of a guarantor's liability The liability of a guarantor can be terminated in a number of different ways: • firstly, the guarantee can be discharged by performance of the guaranteed obligation by the principal obligor or performance of the guarantee by the guarantor (see Practice Note: Discharging guarantees by repayment or performance and clawback considerations) • secondly, the parties can agree to release the guarantor (see Practice Note: Releasing guarantors by agreement between the parties) • thirdly, the guarantor’s liability might be discharged, extinguished or reduced by other circumstances including a material variation to the terms of the underlying contract which would prejudice the guarantor (see Practice Note: Guarantor protections and how to exclude them in guarantee documentation—waiver of defences clauses) • finally, the guarantor may be able to revoke its liability under

Scope A farm-out is, in effect, a mechanism pursuant to which the owner of a participating interest in certain oil and gas assets (the Farmor) agrees to divest a percentage of its participating interest (the Assigned Interest) under a production sharing contract (the PSC) (or another host government agreement granting rights to hydrocarbons), to a third party (the Farmee), but instead of a cash consideration typical in a traditional sale, in a farm-out, the consideration is likely to be a combination of cash and fulfilment of certain work program obligations. Farming out provides the Farmor an opportunity to bring in a partner not only to recover its past costs invested in the project, or to share the financial burden going forward, but also to provide technical support and capabilities, which may not be otherwise available, as well as to share risk and potential uplift associated with an exploration asset. A farm-out agreement (the FOA) incorporates many characteristics of a traditional sale and purchase agreement, such as limitations on liability, pre-completion undertakings, warranties and indemnities

This Flowchart sets out the consumer cancellation rights that must be made available to consumers entering on-premises contracts, off-premises contracts and distance contracts for the sale of goods. It should be used where a practitioner wants to check the available cancellation rights for consumers purchasing goods in compliance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). Further rights available for the return of faulty or damaged goods under the Consumer Rights Act 2015 are beyond the scope of this Flowchart. Note 1—a consumer is an individual acting for purposes which are wholly or mainly outside of their trade, business, craft, or profession. Note 2—there are certain sector contracts that are subject to their own regulation, such as financial services contracts, rental contracts, and package travel contracts, which are excluded in their entirety from the CCR 2013. For more information, see Practice Note: Distance, doorstep and on-premises sales—Excluded contracts. Note 3—‘Off-premises’ includes the following: • ‘a contract concluded in the simultaneous