Parties 1 [Intentionally blank] 2 [Insert Transferee’s name] whose registered office is at [insert Transferee’s address], company registration number [insert Transferee’s company number] (‘Transferee’); and 3 [Intentionally blank] Recitals: (A) [Intentionally blank] (B) [Intentionally blank] (C) [Intentionally blank] (D) [Intentionally blank] (E) It is proposed that the Employer’s business of [insert description] in which you [are OR have been] employed will be transferred to the Transferee on or around [insert date], and that this will amount to a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006. (F) You, the Employer and the Transferee have agreed terms of settlement of all claims you have or may have against the Employer and/or the Transferee arising out of or in connection with your employment and its termination[, including the [Claim(s), AND/OR Tribunal Claim, AND/OR High Court Claim, AND/OR County Court Claim] ] and upon which your employment with the Employer will terminate and intend this Agreement to be an effective waiver of those claims and to satisfy the conditions relating to settlement agreements in the relevant legislation. 1 Definitions and interpretation 1.1 [Confidential Information • all information or data in whatever form of a confidential

Construction analysis: The Technology and Construction Court (TCC) granted summary judgment enforcing an adjudicator’s decision requiring the defendant to make payment to the claimant of sums due under a settlement agreement. The court held that the settlement agreement made between the parties constituted a variation to the original construction contract, and consequently the adjudication provisions from the original contract were preserved and available to the parties for disputes in relation to the settlement agreement; the adjudicator had jurisdiction.

This Settlement Agreement is made on [insert date] (the ‘Settlement Date’) between the following parties (each a ‘party’ and together the ‘parties’): Parties 1 [insert name of party A] a company incorporated in [England and Wales] whose company number is [insert company number] and whose registered office is at [insert registered office] ('[Name of party A]'); and 2 [insert name of party B] a company incorporated in [England and Wales] whose company number is [insert company number] and whose registered office is at [insert registered office] ('[Name of party B]'). Background (A) The parties entered into a construction contract dated [insert date] for the [insert description of works/project, eg ‘design and construction of a property known as Bloggs House'] (the ‘Contract’). (B) [The parties are engaged in a dispute[ regarding [insert details of the dispute, including material facts, potential causes of action and alleged losses—for guidance on issues to consider see the drafting notes] OR , full details of which are set out in the schedule attached] (the ‘Dispute’). OR The parties are engaged in proceedings in respect of various disputes arising out of the Contract in the

This Settlement Agreement is made on [insert date] (the ‘Settlement Date’) between the following parties (each a ‘party’ and together the ‘parties’): Parties 1 [insert name of party A] a company incorporated in [England and Wales] whose company number is [insert company number] and whose registered office is at [insert registered office] ('[Name of party A]'); and 2 [insert name of party B] a company incorporated in [England and Wales] whose company number is [insert company number] and whose registered office is at [insert registered office] ('[Name of party B]'). Background (A) The parties entered into a construction contract dated [insert date] for the [insert description of works/project eg ‘design and construction of a property known as Bloggs House'] (the ‘Contract’). (B) The parties are engaged in a dispute[ regarding [insert details of the dispute, including

This Practice Note examines the legal requirements that must be met in order for a settlement agreement (formerly known as a compromise agreement) to be binding and valid to settle statutory employment claims. For information on the practical issues that typically arise relating to a settlement agreement, and an outline of the relevant tax issues, see Practice Note: Settlement agreements in employment: practical and tax issues. For a ‘how to’ guide, or task-based toolkit, on using a settlement agreement in the employment context, see Practice Note: How to use a settlement agreement in employment. Effect of contracting-out provisions Almost all claims that may be brought in an employment tribunal derive from a jurisdiction created by statutory provisions. Each such set of statutory provisions will include a provision that prevents the parties (or potential parties) to an employment tribunal claim from reaching an agreement that purports to settle the claim and, in so doing, purports to have the effect of ousting the jurisdiction of the employment tribunal to adjudicate upon the dispute. These provisions are usually

This Practice Note examines the practical issues that typically arise relating to an employment settlement agreement (formerly known as a compromise agreement). It also outlines the tax issues that are likely to be relevant, and refers to our related Practice Notes for further detail. For information on the legal requirements (ie the conditions regulating settlement agreements) that must be met in order for a settlement agreement to be binding and valid to settle statutory employment claims, see Practice Note: Settlement agreements in employment—legal requirements. Parties to the agreement In the case of an individual employer, or a company employer with a simple corporate structure, the employer and the employee will be the parties to the settlement agreement and there will be no need to refer to third parties. However, it may be that the identity of the employer is not straightforward, eg in a more complex corporate structure where: • the employee works, or has worked, for other companies in the employer’s group eg on secondment • the employee performs their work for one company,

This Practice Note considers the effect of the settlement with regard to general principles of contract interpretation and the implication of terms, as well as the admissibility of without prejudice communications when interpreting the effect of a settlement agreement and the scope of the settlement. Finally, issues as to unknown claims the potential for excluding a future, privately-brought criminal prosecution after settlement of the civil claims and the creation of third party rights are also addressed. For guidance on the effect of the settlement agreement on the litigation, see Practice Note: Settlement agreements—the effect on litigation. The effect of a settlement agreement is that it will be binding on the parties in accordance with its terms and its scope. The scope of what is included in the agreement is an important part of the drafting (as to which, see Practice Note: Settling disputes—drafting the settlement agreement). It is preferable that the terms of the settlement agreement are made expressly. There have been instances where, in the face of ambiguity or the absence of provision, the court has been

This Practice Note considers the effect of a settlement agreement on current litigation, whether settlements can prevent further litigation (and the exceptions to this), preserving future claims by carving them out of the settlement agreement, when the settlement agreement can bind third parties, passing on settlements to other parties and when a settlement agreement can release fraud-based claims. For guidance on interpreting settlement agreements, see Practice Note: Settlement agreements—interpretation. The estoppel and release In the context of proposed or continuing litigation the release clause in the settlement agreement operates so that one party releases the other from liability arising from the subject matter of the dispute. There are many different ways of expressing a release clause, some of which are significantly longer than others. In summary it comprises: • the full and final settlement • the agreement not to sue • the waiver and release of the claim (and similar claims) For further guidance, including example clauses, see Practice Note: Settling disputes—drafting the settlement agreement—the estoppel (the release of claims). For guidance on ensuring

This Settlement Agreement is made on [insert date] (the ‘Settlement Date’) between the following parties (each a ‘party’ and together the ‘parties’): Parties 1 [Insert name of party] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (‘[name of party]’); and 2 [Insert name of party] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (‘[name of party]’). Background (A) [The parties are engaged in a dispute regarding [insert details of the dispute, including material facts, potential causes of action and alleged losses][ full details of which are set out in the Schedule attached] (the Dispute). AND/OR

This settlement Agreement is made on [date] Parties 1 [Name of entity], a [type of entity] with [type of liability] incorporated under the laws of [jurisdiction] with its registered address at [address] and with company number [company number] (Party 1); and 2 [Name of entity], a [type of entity] with [type of liability] incorporated under the laws of [jurisdiction] with its registered address at [address] and with company number [company number] (Party 2), each a ‘Party’ and together the ‘Parties’. Recitals: (A) A dispute has arisen between the parties [add relevant detail to give context to the dispute] (the Dispute). (B) On [date], Party 1 commenced arbitration proceedings against Party 2 (the Arbitration). On [date], the tribunal (comprising [arbitrators]) was appointed (the Tribunal). (C) [Provide further background information available to give context to this Agreement, including a brief description of the Arbitration, the arbitration agreement, the rules/procedures governing the Arbitration, whether the Arbitration is being administered by an arbitral institution and the case number (if available).] (D) By this Agreement, the Parties have agreed that they

How to use this Checklist This Checklist outlines key issues to consider when negotiating or drafting a settlement agreement to end an IP dispute at the pre-action or post-commencement of proceedings stage. It is designed to highlight issues commonly arising during the negotiation and drafting of the following types of agreement: • Settlement agreement—IP dispute—short form • Draft Settlement agreement—pre-action settlement • Draft Settlement agreement—for settling disputes post-commencement of proceedings For more information about settling an IP dispute, see Practice Note: How to settle an IP dispute. This Checklist can also, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist for proposed settlement agreement The third column can be used to record observations or comments as the Checklist is worked through. When negotiating and drafting the settlement agreement, take into account key commercial considerations regarding: Checklist Further information Notes (if any) ☐ Settlement date Confirm the operative date of settlement. If possible, it is generally cleaner for there to be a

This Practice Note considers issues relating to settlement of disputes in the context of arbitration proceedings. This topic is discussed with reference to general practice in international arbitration, relevant provisions of the Arbitration Act 1996 (AA 1996), as it applies in England, Wales and Northern Ireland, as well as selected arbitration rules. Settlement negotiations and arbitration It will, generally speaking, be in the best interests of a party to explore all genuine opportunities to settle given the time, cost, outcome risk, reputation, relationship and other potential implications of being involved in a dispute of any kind. The parties to a dispute may engage in settlement negotiations or an alternative dispute resolution (ADR) process such as mediation before arbitration proceedings have been contemplated or commenced. In the event that an attempt at settlement is successful at that early stage, the parties will typically record their mutual understanding in a settlement agreement, which can be enforced as a legally binding contract between the parties. For general guidance on pre-action settlement in English civil litigation proceedings, as well as the possibility