This Practice Note answers frequently asked questions about the drafting and negotiation of termination provisions in business-to-business (B2B) services agreements. Services agreements may be brought to an end in a number of different ways: by completion of the parties’ obligations, expiry of the term, the exercise of an express contractual termination right, termination at common law for repudiatory breach, agreement between the parties, force majeure (where the agreement so provides) and various other possible circumstances. This Practice Note focuses on practical questions concerning the drafting and negotiation of express termination provisions in services agreements. It does not cover termination of a rolling agreement on notice, termination at the end of a fixed term, or renewal issues. For a more general set of FAQs in relation to contract termination, see Practice Note: Contract termination—FAQs. For further guidance, see: • Practice Note: Terminating commercial contracts • Practice Note: Negotiation guide—services agreements • Practice Note: Outsourcing remedies—step-in rights, service credits, liquidated damages and termination • Practice Note: IT outsourcing—transition and termination issues • Practice Note: Outsourcing termination rights • Practice

1 The Employer may terminate the Consultant’s appointment forthwith where the Consultant ceases to carry

This Practice Note details the requirements when a care or supervision order in public law children proceedings comes to an end whether by termination, discharge, variation or substitution. It also sets out provisions regarding the extension of orders. Care orders—general A care order ends when the child reaches 18 or if brought to an end in another way. A child arrangements order naming a person as one with whom the child is to live brings a care order, including an interim care order (ICO), to an end. An adoption order extinguishes a care order. A placement order suspends, but does not extinguish, a care order, and the care order is reactivated if the placement order is revoked. Any contact order under section 34 of the Children Act 1989 (ChA 1989) is discharged by a placement order, so any necessary contact orders prior to adoption will then be made under section 26 of the Adoption and Children Act 2002 (ACA 2002). A care order ceases to have effect if the child is lawfully taken

Provision for termination When entering into a joint venture (JV), some parties may already have views as to the circumstances leading to, and the timing of, termination. For example, some parties may enter into a JV in order to carry out a specific project and therefore the JV should terminate once the project has been completed. Others may agree that the JV will have a fixed term, following which the JV will come to an end. Alternatively, the express intention of the parties may be to realise their investment in the joint venture within a specified period of time, either by selling the whole joint venture company (JVC) to a third party or by floating the JVC on a stock exchange. However, even where the parties have no explicit intentions at the outset as to the circumstances and timing for termination of the JV, consideration should be given to the events which could lead to termination of the JV and the joint venture agreement (JVA) should set out procedures for termination of the JV if such events occur. Common

Construction analysis: The Technology and Construction Court (TCC) held that terms and conditions attached to an initial quotation for works were superseded by the terms of a Letter of Intent (LOI), and subsequent sub-contract, entered into by the parties.

Terms and Conditions 1 The Recruitment Services 1.1 The Agency sources and introduces Candidates to Clients to match that Client’s requirement to hire an employee either on a permanent or a fixed-term basis (Recruitment Services). 1.2 In providing the Recruitment Services under this Agreement, the Agency acts at all material times as an employment agency pursuant to the Conduct of Employment Agencies and Employment Businesses Regulations 2003. 1.3 The Recruitment Services are provided to the Client in consideration of the Introduction Fee and on the Terms and Conditions set out in this Agreement, which will be deemed to be accepted when the Client provides a request to the Agency (in writing or otherwise) to source a Candidate; and they prevail over any other terms put forward by the Client at any time. 2 Definitions In these Terms and Conditions: Affiliate • means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party; Agency • means [insert name of Agency], a company registered in England and Wales under company registration number [insert company

Terms and Conditions 1 The Recruitment Services 1.1 The Agency sources and supplies Temporary Workers to perform Assignments for Clients to match a Client’s Work Specification (Recruitment Services). 1.2 In providing the Recruitment Services under this Agreement, the Agency acts at all material times as an employment business pursuant to the Conduct of Employment Agencies and Employment Business Regulations 2003. 1.3 Temporary Workers will be supplied by default as workers ‘employed’ by the Agency and subject to PAYE, unless, following a reasonable and objective determination by the Client, they are self-employed workers outside of IR35. 1.4 The Recruitment Services are provided to the Client on the Terms and Conditions set out in this Agreement, which will be deemed to be accepted when the Client provides a written request to the Agency to supply a Temporary Worker for any Assignment; and they prevail over any other terms put forward by the Client at any time. 2 Definitions 2.1 In these Terms and Conditions: Affiliate • means, in relation to a Party, any person that Controls, is Controlled by, or is under common Control with that Party; Agency

1 Definitions and interpretation 1.1 In these Conditions the following definitions apply: Acceptance Conditions • has the meaning given in clause 7.2; Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated With • when used in: (a) clause 10 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 12 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 13 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under it; BA 2010 • means the Bribery Act 2010; Bribery Laws • means BA 2010 and all Applicable Laws in connection with bribery or anti-corruption[ and associated guidance published by the Secretary of State for Justice

1 Definitions and interpretation 1.1 In these Conditions the following definitions apply: Acceptance Conditions • has the meaning given in clause 7.2; Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated With • when used in: (a) clause 10 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 12 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 13 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under it; BA 2010 • means the Bribery Act 2010; Bribery Laws • means BA 2010 and all Applicable Laws in connection with bribery or anti-corruption[ and associated guidance published by the Secretary of State for Justice under the

1 Definitions and interpretation 1.1 In these Conditions, the following definitions apply: [Acceptance Conditions • shall have the meaning given to it in clause 7.2;] Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national [or international in any relevant jurisdiction]; Associated With • when used in: (a) clause 9 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 11 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 12 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under it; BA 2010 • means the Bribery Act 2010; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism, skill, diligence, prudence and foresight which

1 Definitions and interpretation 1.1 In these Conditions the following definitions apply: Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated Person • means all or any of the following: (a) the officers, employees, agents, subcontractors, subsidiaries and persons Associated With a party (Associates); and (b) persons Associated With any of the Associates, in each case involved in performing services for or on behalf of that party, the Services and/or the Contract; Associated With • when used in: (a) clause 10 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 12 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 13 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published under

1 Definitions and interpretation 1.1 In these Conditions the following definitions apply: Adequate Procedures • shall be construed in accordance with BA 2010 and guidance published under it; Affiliate • means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity; Applicable Law • means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national[ or international in any relevant jurisdiction]; Associated Person • means all or any of the following: (a) the officers, employees, agents, subcontractors, subsidiaries and persons Associated With a party (Associates); and (b) persons Associated With any of the Associates, in each case involved in performing services for or on behalf of that party and/or the Contract; Associated With • when used in: (a) clause 10 and in relation to bribery matters, shall be construed in accordance with BA 2010 and guidance published under it; (b) clause 12 and in relation to tax evasion facilitation, shall be construed in accordance with Part 3 of CFA 2017 and guidance published under it; (c) clause 13 and in relation to fraud, shall be construed in accordance with Part 5 of ECCTA 2023 and guidance published