Indemnities are often used together with warranties and exclusion and limitation of liability clauses to apportion commercial risk. Indemnities, in particular, apportion specific liabilities between the parties and are used in a variety of circumstances. Indemnities give rise to an ‘on demand’ payment as opposed to a contractual right to sue. Provided that an indemnity relates to a specific loss (often referred to as a claim for a debt), it will not be subject to the usual rules on causation and remoteness of damage, and the requirement to mitigate losses. If, however, the indemnity is for the payment of damages for breach of contract, then these rules may still apply (see Practice Note: Contractual damages—general principles). In order to identify which losses are recoverable under an indemnity, it is essential to consider what the express terms say and how they will be interpreted in a court of law. The extent of the losses that will be recoverable under an indemnity will depend on how they

This glossary contains a summary and definition of some of the most common terms and phrases used in Types of UK company and Other forms of business vehicle subtopics. A Word or phrase Definition Articles of association Generally referred to simply as the articles. The principal constitutional document of a company (see also Memorandum of association), dealing with management and administration issues, most notably the powers of directors, the transfer and issue of shares, and board and member meetings. The Articles form the fundamental contract between the company and the shareholders, and must be available for public inspection at Companies House. A company must adopt articles of association upon incorporation, and many companies make use of the various Model Articles provided in the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (eg see Precedent: Model articles—private limited company). See Practice Note: A company’s constitution. C Word or phrase Definition Charitable company A charitable company is not a recognised form of business vehicle, but

As noted in Practice Note: The duty of fidelity and fiduciary duties, the duty of fidelity implied into every contract of employment will generally prevent an employee from disclosing to third parties confidential information which comes to their knowledge during the course of their employment. In addition to this, certain very confidential information, generally known as trade secrets, will be protected by the equitable duty of confidence. These two duties have combined historically to determine the implied duty on an employee in relation to confidential information. The manner in which business information is categorised is therefore very important; while an employee will be under an implied duty not to disclose trade secrets and/or confidential information to third parties during employment, only the implied duty not to disclose trade secrets will continue after the employment ceases. An exception to this general rule is that the employee may be prevented from taking advantage, after their employment has ended, of a breach of the implied duty that occurred during their employment (see Practice Note: Springboard

[Insert name of organisation] Data protection privacy notice We refer to our separate letter telling you that [we are proposing to transfer our [insert details] business to [insert name of transferee] OR we are proposing to outsource our [specify business function] to [insert name of transferee] OR our contract for the provision of [insert details] services to [insert name of client] is coming to an end and, on its termination, those services will be performed by [insert name of new contractor/client]]. This notice explains what personal data (information) [insert name of employer][ trading as [insert trading name, if different]] (‘we’ or ‘Company’) will process and share with [insert name of transferee] in connection with the transfer. We are required to notify you of this information under data protection legislation. Please ensure that you read this notice (sometimes referred to as a ‘privacy notice’) and any other similar notice we may provide to you from time to time when we collect or process personal information about you. Due diligence process [Insert name of transferee] needs further information

Overview This Practice Note sets out key differences between the UK’s vertical block exemption, The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), and the EU’s Vertical Block Exemption Regulation 2022/720 (EU VBER). On 1 June 2022, the UK VABEO and the EU VBER both entered into force and replaced the previous vertical block exemption, EU Regulation 330/2010 (VBER 2010), which had been retained in UK law following Brexit until its expiry. The UK VABEO is supplemented by the CMA’s Vertical Agreements Block Exemption Order Guidance (VABEO Guidance) and the EU VBER is supplemented by the Commission’s Guidelines on Vertical Restraints (Commission Guidelines). Each block exemption respectively establishes a safe harbour (from section 2 of the UK’s Competition Act 1998 under the UK VABEO, and from Article 101(1), TFEU, under the EU VBER) for vertical agreements which meet the following conditions: • the market share held by the supplier must not exceed 30% of the relevant market on which it sells the contract goods or services;

1 Introduction 1.1 This adoption policy sets out the rights and responsibilities of employees who intend to adopt a child aged under 18 in relation to adoption leave and pay. 1.2 This policy applies to all employees only. It does not apply to agency workers, consultants or self-employed contractors. 1.3 This policy is for guidance only and does not form part of your contract of employment. We may amend it at any time, and details of any alterations or additions will be notified to you.[ The policy outlines the rights employees are given by law but is intended to be a summary only and not a complete statement of your rights.] Please contact [the HR department] if you have any queries about your entitlement. 1.4 If you want to take time off work to attend an adoption appointment, please refer instead to our [Adoption appointments policy], as these issues are not covered in this policy. 1.5 Our adoption leave policy mirrors, as far as possible, our [maternity leave policy], but the main difference is that adoption leave is not just available to women (although

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the judgment of 7 October 2014; it is no longer maintained. See further: timeline and related/relevant cases Case facts Outline Appeal to the General Court seeking annulment of the Commission's decision of 3 August 2011 refusing Schenker AG access to certain documents in the Commission's administrative file in relation to the 'Airfreight cartel' investigation.  On 7 October 2014, the General Court partially annulled the contested decision for not providing access to a non-confidential version of the Airfreight infringement decision but dismissed the remainder of Schenker's action. Parties Applicant: Schenker AG (Schenker) Defendant: European Commission Other parties:• Air Canada• Cathay Pacific Airways Ltd (Cathay Pacific)• Lufthansa Cargo AG (Lufthansa)• Koninklijke Luchtvaart Maatschappij NV (KLM)• Martinair Holland NV (Martinair)• Société Air France SA (Air France)• Swiss International Air Lines AG (Swiss)Schenker is a German logistics company and subsidiary of Deutsche Bahn, the German railway company. Schenker is responsible for land, sea, and air transport and contract logistics within the Deutsche Bahn group. Schenker considers

This Practice Note examines some of the key issues affecting construction contracts as a result of the coronavirus (COVID-19) pandemic and how these issues can be dealt with in both existing contracts that have already been executed and in contracts being negotiated. The coronavirus pandemic and resulting lockdown, restrictions and requirements for social distancing also give rise to some practical issues that need to be considered, including in relation to execution of documents. Existing contracts Contracts that were entered into before the pandemic started are likely to have some disadvantages in comparison to contracts entered into following the onset of the pandemic. This is because it is unlikely in the majority of cases that specific clauses were included in these contracts dealing with what happens when a pandemic affects the carrying out of the works (and the effect the coronavirus has had would have been very difficult to predict). The parties who entered into contracts before the coronavirus therefore have to rely on what, if anything, the existing contract terms say (or how they can be interpreted)

Request for arbitration Arbitration under the arbitrateAD is commenced by the Claimant filing a Request for Arbitration (the Request) with the Case Management Office (CMO) (Art 6(1)). The Request must include (Art 6(1)(i)–(vii)): • the names in full, addresses, and contact details, including email addresses and telephone numbers, if known, of all parties to the arbitration and their representative(s), if any • a description of the nature and circumstances of the Dispute, of the relief claimed, of the legal basis on which the relief is claimed, and, where possible, an initial quantification of the amount claimed • a reference to and, where possible, a copy of the Arbitration Agreement(s) under which each Claim is made and any contract(s) or other instrument(s) related to the Claim • the number of arbitrator(s) and any nomination of an arbitrator required pursuant to Art 13 • comments as to the Seat of the arbitration, the applicable rules of law and the language of the arbitration • proof of payment of the requisite filing

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Facilities management Facilities management contracting is essentially a commercial services contract arrangement, whether that be for 'Hard FM' (which relates to the maintenance and fabric of a building such as mechanical and electrical services), 'Soft FM' (which relates to support services within a building such as cleaning, security and helpdesking) or 'Total FM' (which may combine a number of hard and soft facilities management services). See subtopic: Facilities management for construction lawyers. Fédération Internationale des Ingénieurs-Conseils (FIDIC) The International Federation of Consulting Engineers. FIDIC publishes a range of standard form contracts for use on international construction projects. Use of the term 'FIDIC' often is a reference to this suite of contracts rather than the organisation itself. See subtopics: FIDIC contracts 2017 onwards and FIDIC contracts pre-2017 editions. Feed-in tariff The Feed-in tariff (FIT) scheme (sometimes called the Clean Energy Cashback scheme) was introduced in April 2010 as a way of encouraging

This Checklist sets out those jurisdictions worldwide that require the acquisition of non-controlling minority shareholdings to be notified (assuming other jurisdictional thresholds are met). ‘Non-controlling minority shareholdings’ in this context refer to any level of influence that is below what the EU Merger Regulation defines as ‘decisive influence’ (ie, the ability to exercise a significant degree of control over the strategic commercial behavior of an undertaking, which can be exerted through various means, such as ownership of shares, voting rights (particularly veto rights), or contractual arrangements (that do not necessarily require a majority shareholding)). NOTE—Notifications of minority shareholdings may need to be disclosed to other stakeholders/sector regulators. Jurisdictions that require the notification of non-controlling minority shareholdings Jurisdiction Type of minority acquisition caught Armenia • any ‘contract, decision, or amalgamation of economic entities due to which one economic entity may, directly or indirectly, influence the decision-making or competitiveness of another economic entity’ (without making reference to specific shareholding thresholds) Australia • any acquisition of shares or assets that would have, or be likely to have, the effect of substantially

The Commercial Property Standard Enquiries (CPSEs) are a suite of industry-standard pre-contract enquiries for commercial property transactions prepared by the London Property Support Lawyers Group and endorsed by the British Property Federation, comprising enquiries before contract for common transactions and requisitions on title (known as Solicitor’s Completion Requirements or SCR).