PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY This is a legally binding agreement between you (the ‘Licensee’) and us (‘[INSERT LICENSOR COMPANY NAME]’, ‘Licensor’, ‘we’ or ‘us’), granting you a licence (the ‘Licence’) for the [INSERT NAME OF SOFTWARE (INCLUDING THE VERSION AND LATEST RELEASE NUMBER AND A BRIEF DESCRIPTION IF REQUIRED)], including any free Updates, Upgrades, patches, fixes or workarounds made available by the Licensor under this Licence, and any data, media or documents associated with it (together, the ‘Software’). For the avoidance of doubt, this Licence shall not be deemed to amount to a sale of the Software. We remain the sole and beneficial owners of the Software at all times. BY CLICKING ‘ACCEPT’ AT THE END OF THIS LICENCE, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF AUTHORISED LICENSEES WHEN ACCESSING, DOWNLOADING, OR USING THE SOFTWARE. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 10. THIS IS A BUSINESS TO BUSINESS LICENCE AND IS NOT TO BE ENTERED INTO

Construction analysis: The Technology and Construction Court (TCC) found that the ‘conclusive evidence’ provisions in a Joint Contracts Tribunal (JCT) form of sub-contract did not apply to an adjudication on the value of the Final Sub-Contract Sum. The court found that the claimant had commenced adjudication proceedings before the Final Payment Notice (FPN) became conclusive evidence of the Final Sub-Contract Sum, meaning that the adjudicator was not bound by it. Further, the claimant’s failure to serve a timely Referral Notice in the adjudication did not mean that the proceedings should have been treated as concluded or abandoned before the adjudicator made his decision.

means all information of a confidential nature (in whatever form) which relates to the Purpose and is received or acquired (whether directly or indirectly) by a party[, its Authorised Persons][ or its Affiliates] including: (a) any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; (b) all information produced, developed or derived from information disclosed pursuant to this Agreement; (c) all information agreed to be, or marked as, confidential; (d) [the information specified in Schedule [insert Schedule number] to this Agreement;] (e) any information a party[, its Affiliates][ or [its OR their] Authorised Persons] knows, or could reasonably be expected to know, is confidential; and (f) [the terms and existence of this Agreement.] but excluding any information which: (a) is, or was already known or available to a party, otherwise than pursuant to or through breach of any confidentiality obligation owed to the other party; (b) is, or becomes, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain); (c) is disclosed to a party without any obligation of confidence to the other party by an individual or entity which is not itself under or in breach of any obligation of confidentiality; (d) is developed by or on behalf of a party in circumstances where the developing party has not had direct or indirect access to the information disclosed by the other party, provided that satisfactory evidence of the same is provided to the disclosing party; (e) the parties agree in writing does not constitute Confidential Information.

means all information of a confidential nature (in whatever form) which relates to the Purpose and is received or acquired (whether directly or indirectly) by [Party B][, its Authorised Persons][ or its Affiliates] including: (a) any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; (b) all information produced, developed or derived from information disclosed pursuant to this Agreement; (c) all information agreed to be, or marked as, confidential; (d) the information specified in Schedule [insert Schedule number] to this Agreement; (e) any information [Party B][, its Affiliates][ or [its OR their ]Authorised Persons] knows, or could reasonably be expected to know, is confidential; and (f) [the terms and existence of this Agreement.] but excluding any information which: (a) is, or was already known or available to [Party B], otherwise than pursuant to or through breach of any confidentiality obligation owed to [Party A]; (b) is, or becomes, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain); (c) is disclosed to [Party B] without any obligation of confidence to [Party A] by a third party who is not itself under or in breach of any obligation of confidentiality; (d) is developed by or on behalf of [Party B] in circumstances where the developing party has not had direct or indirect access to the information disclosed, provided that [Party B] provides satisfactory evidence of the same to [Party A]; (e) [Party A] agrees in writing does not constitute Confidential Information.

means the information listed in Schedule [insert Schedule number] to this Agreement excluding any information which: (a) is, or was already known or available to [Party B], otherwise than pursuant to or through breach of any confidentiality obligation owed to [Party A]; (b) is, or will be, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain); (c) is disclosed to [Party B] without any obligation of confidence to [Party A] by a third party who is not itself under or in breach of any obligation of confidentiality; (d) is developed by or on behalf of [Party B] in circumstances where the developing party has not had direct or indirect access to the information disclosed, provided that [Party B] provides satisfactory evidence of the same to [Party A]; and (e) [Party A] agrees in writing does not constitute Confidential Information.

For further practical guidance on the financing of energy, power and resources projects across a number of sectors, including those discussed in this Practice Note, see also textbook: Energy and Resources Financing: A Practical Handbook. Status of EU directives following Brexit Retained EU law (‘REUL’) is a legal concept describing EU-derived rights and legislation preserved by the UK following Brexit. It is a defined term under the European Union (Withdrawal) Act 2018 (EU(W)A 2018), and the collective term given to the body of EU-derived laws the UK preserved and converted into domestic UK law, effective on the repeal of the European Communities Act 1972. Assimilated law is the name given to REUL which remains in force after the end of 2023 pursuant to the Retained EU Law (Revocation and Reform) Act 2023. The re-categorisation of REUL (and associated terms) to assimilated law reflects a change in its status and treatment under UK law, in that it is generally to be interpreted according to ordinary domestic law and principles. From 1 January 2024, REUL is ‘assimilated’ into

A interest'>carried interest economic model that looks at each investment separately. Where a 'deal-by-deal' approach is taken, the distribution waterfall is applied by reference to each investment. This type of economic model is more prevalent in the US and is in contrast to the ‘fund as a whole’ model.

Employment analysis: Employees are turning to generative AI to draft lengthy, ‘lawyerly’ grievances, putting strain on the HR teams asked to triage and respond to them. How should employers deal with the increased length and number of grievances, and what should they do about all those (sometimes dubious) case references?

Public Law analysis: The court found that a decision by the Minister for the Cabinet Office to directly award a contract for research to inform the government’s communications strategy during the coronavirus (COVID-19) pandemic to the interested party, Public First, was unlawful. Public First had personal and professional connections to both the Minister himself and to Dominic Cummings (then special adviser to the Prime Minister). The judge accepted that the defendant had been entitled to rely on the truncated procedure under regulation 32(2)(c) of the Public Contracts Regulations 2015 (PCR 2015) to make the award, and accepted that the term of six months was not disproportionate. However, the use of regulation 32(2)(c) did not relieve the defendant of the requirement to conduct the procurement so as to demonstrate a fair and impartial process of selection. In the circumstances, the failure to consider any other research agency by reference to objective criteria gave rise to an appearance of bias. Written by Siân McGibbon, barrister at 4-5 Gray’s Inn Square.

Under Directive 2004/38/EC, the Citizens’ Directive, nationals of the European Economic Area (EEA), which comprises the EU Member States, Norway, Iceland and Lichtenstein, benefit from EU free movement law. Throughout this Practice Note, the term 'EU citizens' which refers to EU Member States' nationals also includes EEA nationals. The Citizens’ Directive creates two additional categories of family members of EU nationals who are exercising treaty rights in another Member State. These are family members who do not meet the definition of direct ‘family members’, and are: • in a ‘durable relationship’ with an EU national, which is ‘duly attested’, or • ‘other family members’, who: ◦ were dependants or members of the household of the EU national prior to the EU national's coming to the host Member State, or ◦ have serious health grounds which strictly require their personal care by the EU national See Practice Note: Family members of EU nationals—definitions and rights of entry and residence

Commercial analysis: A case brought to the Court of Appeal challenging the High Court’s decision on the scope of fiduciary duty, informed consent and dishonesty. The court clarified that agents must fully disclose commissions (including the amount and method of funding) to avoid breaching fiduciary duties. Engie Power could only be liable as an accessory if dishonest and the court found the limitation period began when commission was paid, not when the contract was signed. The appeal was allowed in part. Written by Alexander Whatley, barrister at 3PB Chambers.

Immigration analysis: In an appeal by the Secretary of State for the Home Department (SSHD), against a decision of the Upper Tribunal of the Immigration and Asylum Chambers (‘UTIAC’), the Court of Appeal held that EEA citizens who have resided in the UK for more than ten years, can only be deported upon meeting the higher ‘imperative grounds of public security’ threshold. Past conduct can rarely serve such exclusion. Written by Parvez Anwar Pantho, caseworker at Duncan Lewis.