Legal contract management process This Precedent Legal contract management process is designed to sit alongside your legal work process to explain to staff how to request the legal department drafts or reviews a contract. It is intended to ensure all the important topics you need to establish your contract management methods within your organisation are captured. This Legal contract management process is designed to explain how to: —request the legal department to draft a contract; —send third party contracts to the legal department for review. Non-lawyers can also be directed to Ireland—Commercial contract review and execution (business personnel)—checklist for an understanding of the issues to consider when negotiating or reviewing a business-to-business commercial contract. For suggested performance measurement metrics to monitor the efficiency and effectiveness of the contract management framework and process see Practice Note: Ireland—How to assess a contract management process. 1 Applicability—what is a contract? A contract is a legal document that states and explains a formal agreement between two different people/companies or groups. It gives rise to obligations, both rights

This Precedent sub-contract agreement (also referred to as a back to back agreement) is for use where a contractor party under a main or prime contract wishes to sub-contract some or all of its obligations to a sub-contractor. It is suitable for use as a sub-contract for a commercial transaction for the supply of goods and services, or other generic commercial activities. It is not suitable for use as a sub-contract for a construction sub-contract. The Precedent places an obligation on the sub-contractor to comply with the provisions of the main contract and allows for progress reports and ownership of intellectual property and clarifies the liabilities that each of the main contractor and sub-contractor bears. It assumes that obligations under the sub-contract agreement are back to back with the obligations under the main contract. Other precedent agreements This sub-contract is not suitable for construction sub-contracts. Structure of this Precedent This sub-contract agreement is written with a main contractor bias. It comprises: • main body—which sets out the general contractual relationship between the main contractor and the sub-contractor including the following clauses:

This Checklist is designed to help you focus on the points you need to consider when reviewing a commercial contract (such as an intellectual property licence) for VAT purposes. A detailed analysis of these points is provided in the Practice Note: How to review a contract for VAT purposes. This Checklist is split into the two main steps for reviewing a contract for VAT purposes: • decide whether VAT is due under the contract, and • determine how the contract allocates liability between the parties Decide whether VAT is due under the contract In order to make this determination you will need to have concluded on all of the following questions: Question Context Lawyer's notes Determine the subject matter of the contract, ie what is being supplied? This should be apparent from the contract itself, usually in: • the definitions section of the contract where the subject matter of the contract is a defined term, or • in more complicated contracts in a separate schedule to the contract Even if it seems obvious,

Initial matters • Check that the parties named in the contract are correct. If there is more than one company in a corporate group, check that the company entering into the contract is the appropriate group entity • Check whether sub-contracting under the main contract is permissible, or whether any consents are required • Consider whether due diligence on the sub-contractor will be required • Has the customer prescribed a form of sub-contract, or prescribed a form for certain elements of the sub-contract (such as policies and procedures, or non-disclosure agreements)? • Consider whether a guarantee from a third party will be required to cover the sub-contractor’s obligations under the sub-contract • Are there any conditions precedent to the sub-contract taking effect? Flow-down provisions Identify which terms from the main contract should flow-down into the sub-contract. The more the main contractor can ‘back-to-back’ its liability and obligations under the main contract against the sub-contract in respect of the sub-contracted work, the less potential there is for a performance gap between what the main contractor is required

This Legal contract management process is designed to explain how to: —request the legal department to draft a contract; —send third party contracts to the legal department for review. 1 Applicability: what is a contract? A contract is a legal document that states and explains a formal agreement between two different people/companies or groups. It gives rise to obligations, both rights and duties, which are enforced or recognised by law. In this Legal contract management process, the term ‘contract’ includes: Agreements Certificates Terms and conditions Supply agreements Employment terms Professional services agreements Legal clauses Comfort letters Confirmation letters Term sheets Statements of work Confidentiality agreements and non-disclosure agreements Deeds Leases Documents Forms Guarantees Licences Novations Offer sheets Waivers Warranties Writs Transfers Renewals Extensions Change notes Change control documents Variations and all other forms of ‘small print’ that set out an agreement between [insert name of organisation]

Please tick: ☐ Contract for review by the legal department attached ☐ Draft contract required 1 General information Requesting department [Insert department] Person(s) making the request [Insert name(s)] Contact details, including email address and best contact number of person(s) making the request [Insert contact details of requesting person(s)] Purpose of contract [Insert purpose of contract] Is

This Precedent Contract review/request form is designed to be used by staff to request a draft contract or a contract review from the legal department as part of your contract management process. It is intended to give the legal team a place to start when reviewing or drafting a contract. Inevitably you will have further questions depending on the type of contract. Those questions can be put to the person making the request as you perform your review or start to draft. Please tick: ☐

This Practice Note summarises the law, guidance and practice relating to the variation of contracts and deeds. It explains how a contract or deed can be varied in writing, orally or by conduct, and also considers unilateral variation, waiver and sustained minor breach. It sets out practical and drafting considerations, and issues to consider when varying business-to-consumer contracts, public contracts and third party guarantees. It also considers third party rights on variation. For a step by step guide to contract variation with full resources, see Practice Note: How to vary a contract. See Practice Note: Contract variation—FAQs for frequently asked questions relating to the variation of commercial business-to-business (B2B) contracts and deeds. Where the need for a contract variation is a result of a renegotiation following difficulties experienced during the contract, see also Practice Note: Managing difficulties in commercial contracts for further guidance. When is a contract variation appropriate? It is a commercial reality that parties doing business together do not simply enter into self-contained discrete contracts with each other but engage in a business relationship that evolves

This Practice Note is a ‘how to’ guide on varying commercial contracts which signposts relevant content. It includes a summary of what contract variation is, whether variation is appropriate, the requirements for a valid variation, other legal considerations, and practical points when varying a contract. Although the hope when a contract is signed is that it will be filed away without any need to check the terms, sometimes circumstances change during the life of a contract. This could be because of a change in the law that impacts the parties’ liabilities or a change in the commercial reality of the arrangement (for example the parties want a longer-term). The parties may want to record the changes formally by making a change to the contract. The best way of varying a contract will depend on several factors. For detailed guidance on the law in relation to contract variations, see Practice Note: Contract variation. For a useful, detailed checklist to use when you need to vary an agreement, see: Contract variation—checklist. See Practice Note: Contract variation—FAQs

This Precedent is a contract review clause which gives the contracting parties the opportunity to review both parties’ performance of the contract and to discuss the implementation of any necessary changes. It is drafted to be favourable to the customer. It is suitable for use in a business to business agreement only, and is typically found in a supply of services or outsourcing agreement. Why contract review clauses are used It is a commercial reality that parties doing business together will often not simply enter into self-contained discrete contracts with each other but engage in a business relationship that evolves and can change over time. Particularly in long-term contracts the surrounding circumstances in which a contract is performed can change (for example, in relation to the economic climate, technology developments, market demand, supply chain issues etc). It is therefore good business practice to periodically review the performance of a contract. Doing so can pre-empt any performance issues that may lead to potential contract breaches and disputes between the parties and help to maintain an ongoing

This Practice Note is a ‘how to’ guide on varying commercial contracts which signposts relevant content. It includes a summary of what contract variation is, whether variation is appropriate, the requirements for a valid variation, other legal considerations, and practical points when varying a contract. Although the hope when a contract is signed is that it will be filed away without any need to check the terms, sometimes circumstances change during the life of a contract. This could be because of a change in the law that impacts the parties’ liabilities or a change in the commercial reality of the arrangement (for example the parties want a longer term). The parties may want to record the changes formally by making a change to the contract. The best way of varying a contract will depend on several factors. For a useful, detailed checklist to use when you need to vary an agreement, see: Ireland—Contract variation—checklist. What is a contract variation? A contract variation is a subsequent change to an original contract. Care should be taken

In order to determine whether an event has occurred, which enables a party to rescind a contract, it is necessary to consider whether the activity amounts to any of the grounds for rescission of a contract. Those grounds are misrepresentation, undue influence and duress. See Practice Note: Rescission of a contract for further information. This Q&A considers: • whether there may have been any pre-contractual statements, which either form part of the contract or which amount to a misrepresentation • the potential for the activity to amount to a misrepresentation, and • the potential for the activity to amount to an attempted variation of contract. Pre-contractual statements Disputes can arise around when statements made by one party to another before the contract was entered into were intended to form part of the contract. In determining whether those statements form part of the agreed terms of the contract, the courts operate a test of detached objectivity, based on the intention of the