1 Introduction This policy sets out how we ensure: 1.1 a consistent naming convention is applied to all [paper and ]electronic files 1.2 all electronic documents are appropriately stored and accessible; 1.3 staff have the most up-to-date version of a document; and 1.4 document changes can be tracked through a system of version numbering. 2 File [and matter ]naming convention [Insert your file and, if appropriate, matter naming conventions. You may have different file and matter naming conventions for internal files and client/customer facing files] 3 Document naming convention 3.1 Each electronic version of a document must be named in a way that allows it to be easily identified and, if necessary, searched for. 3.2 Each document name should describe the: 3.2.1 [matter OR customer [name AND/OR reference] ]; 3.2.2 [title/type of document;] 3.2.3 [author

A vertical agreement is one between organisations trading at different levels in the supply chain, such as between a manufacturer and a supplier, or a wholesaler and a retailer.

Vertical agreements, as set out in Article 1(1)(a) of the VRBE, are defined as agreements or concerted practices entered into between two or more undertakings operating for the purposes of that particular arrangement at a different level of the production or distribution chain, and relating to the conditions under which the parties may purchase, sell or resell goods or services.

ARCHIVED: This Practice Note has been archived and is not maintained. It was drafted for the previous Vertical Restraints Block Exemption Regulation 330/2010 (VBER 2010), which was replaced in the UK by The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO) with effect from 1 June 2022. The VBER 2010, which applied in UK law as a retained EU block exemption, expired on 31 May 2022 and was replaced by the VABEO with effect from 1 June 2022. Under Article 15 VABEO, there was a 12 month transition period (until 1 June 2023) to accommodate pre-existing vertical agreements already in force before 1 June 2022 which (immediately before 1 June 2022) satisfied the conditions for exemption provided in the VBER 2010 but which did not satisfy the conditions for exemption provided in the VABEO. This Practice Note is therefore for background information only. For an assessment of vertical agreements under the VABEO, see further, Introduction to the application of Chapter I to vertical agreements and The Competition

This Checklist can be used to help assess compliance of vertical agreements with EU competition law, including under the Vertical Block Exemption Regulation 2022/720 (VBER 2022). For an assessment of the VBER 2022, see further, Introduction to the application of Article 101 TFEU to vertical agreements and The Vertical Block Exemption Regulation 2022/720 Framework for assessment When considering the application of EU law to vertical agreements, it is necessary to consider: • The competition rules under Article 101 TFEU: ◦ Whether the agreement is caught by Article 101(1) TFEU at all (although in practice the VBER 2022 (and other block exemptions) may often be considered before Article 101 TFEU) ◦ Whether the agreement restricts competition at all (this is often overlooked)—some forms of agreement may not be restrictive of competition. Also, agency will fall outside Article 101 TFEU where there is a genuine agency situation (caution is advised here as restrictions in an agency agreement may still fall foul of Article 101 TFEU). See further, Introduction to the application of Article 101 TFEU to vertical agreements and the Commission’s

This Checklist sets out the essential points that should be considered when drafting new vertical agreements, or updating existing vertical agreements, to assess whether they fall within the block exemption provided under Commission Regulation (EU) 2022/720, the Vertical Block Exemption Regulation 2022 (VBER 2022) and accompanying 2022 Vertical Guidelines. This checklist is not intended to be a comprehensive guide to the VBER 2022, but should be used where a commercial lawyer wants to ensure that the vertical agreement falls within the VBER 2022 (and any guidance issued under it). Introduction to EU VBER 2022 Any agreement which affects trade or restricts competition in the EU may be subject to the prohibition on anti-competitive agreements under Article 101(1) TFEU. However, an agreement will not be prohibited if it: • benefits from individual exemption under Article 101(3) TFEU, or • benefits from a relevant block exemption Prior to 1 June 2022, the relevant block exemption for vertical agreements was provided by Commission Regulation (EU) No 330/2010, Vertical Block Exemption Regulation 2010 (VBER 2010). However the VBER 2010

This Checklist sets out the essential points that should be considered under The Competition Act 1998 (Motor Vehicle Agreements Block Exemption) Order 2023 (No 2) (MVBEO) when drafting new vertical agreements, or updating existing vertical agreements, in relation to motor vehicle aftermarkets for the provision of repair and maintenance services or the distribution of motor vehicle aftermarket goods (together, the motor vehicle aftermarket). This Checklist is not intended to be a comprehensive guide to the MVBEO but should be used where a commercial lawyer wants to ensure that the vertical agreement falls within the MVBEO (and any guidance issued under it). A flowchart is also provided at the end of this Checklist, setting out the main steps to follow when assessing whether an agreement falls under the MVBEO. Introduction to MVBEO Any agreement which affects trade and restricts competition in the UK may be subject to the prohibition on anti-competitive agreements under the provisions of Chapter I of the Competition Act 1998 (CA 1998). However, an agreement will not be prohibited if it: • can be explicitly justified on

This Checklist sets out the essential points that should be considered when drafting new vertical agreements, or updating existing vertical agreements, to assess whether they fall within the block exemption provided under The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022, SI 2022/516 (UK VABEO). This Checklist is not intended to be a comprehensive guide to UK VABEO, but should be used where a commercial lawyer wants to ensure that the vertical agreement falls within UK VABEO (and any guidance issued under it). For further information, see: CMA Guidance: UK VABEO. A flowchart is also provided at the end of this Checklist, setting out the main steps to follow when assessing whether an agreement falls under the UK VABEO. Introduction to UK VABEO Any agreement which affects trade and restricts competition in the UK may be subject to the prohibition on anti-competitive agreements under the provisions of Chapter I of the Competition Act 1998 (CA 1998). However, an agreement will not be prohibited if it: • can be explicitly justified on efficiency grounds (under CA 1998, s 9), or

This practical guidance relates to the Procurement Act 2023 regime 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), SI 2015/102, the Utilities Contracts Regulations 2016, SI 2016/274, the Concession Contracts Regulations 2016, SI 2016/273, and the Defence and Security Public Contracts Regulations 2011, SI 2011/1848) must continue to be procured and managed under that legislation. This practical guidance is about vertical and horizontal public procurement under PA 2023. For background reading, see Practice Notes: Introduction to the Procurement Act 2023—PA 2023 and Procurement Act 2023 transitional and saving arrangements—PA 2023. For practical guidance on vertical agreements (previously known as ‘Teckal’ or ‘in-house’ agreements) and horizontal agreements (previously known as ‘Hamburg’ or ‘co-operation’ agreements) under PCR 2015, see Practice Note: The ‘in-house’ (Teckal) and ‘co-operation

Vertical direct effect is an EU law doctrine that enables individuals to invoke EU law before the national courts against a Member State.

These may arise mainly in non-horizontal mergers where the merger creates or strengthens the ability of the merged entity to exercise market power thereby reducing rivalry between firms.

Vertical restraints are the contractual restrictions contained in agreements between undertakings operating at different levels in the supply chain, e.g. between a producer and a retailer.