Drafting notes

Drafting notes to accompany the claim form seeking an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both), in support of arbitration proceedings.

Drafting notes to accompany the witness statement in support of a claim for an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both).

Drafting notes to accompany the witness statement in support of an application for a stay of proceedings pursuant to section 9 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to extend time for commencing arbitration, under section 12 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to set aside an appointment pursuant to section 17 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application challenging an award pursuant to section 67 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to challenge an award pursuant to section 68 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to appeal against an award pursuant to section 69 of the Arbitration Act 1996.

Drafting notes to accompany the acknowledgement of service form (responding to an application to set aside the appointment of a sole arbitrator pursuant to section 17 of the Arbitration Act 1996) and the claim form (advancing cross claims for the constitution of a tribunal).

Drafting notes to accompany the claim form for an application seeking enforcement of a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to enforce a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting note to accompany the draft order for enforcement of a New York Convention arbitration award and entering judgment in terms of the award, pursuant to section 101 of the Arbitration Act 1996.

Drafting notes to accompany the application in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the draft order in the case study on resisting enforcement of a New York Convention award.

Drafting notes to accompany the application to appoint a sole arbitrator pursuant to section 18 of the Arbitration Act 1996

Drafting notes to accompany the claim form for a section 18 application for an order appointing a three man tribunal.

Drafting notes to accompany the witness statement in support of a claim for the court's ruling on a jurisdictional issue pursuant to section 32 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of a claim for the court's determination of a jurisdictional issue pursuant to section 72 of the Arbitration Act 1996.

A drafting note covering the issues which may arise when considering and negotiating a CIETAC arbitration clause, with drafting guidance.

Drafting notes for completing an application for a correction to an award, or an additional award, pursuant to section 57 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application for a stay of proceedings pursuant to section 9 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to extend time for commencing arbitration, under section 12 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to set aside an appointment pursuant to section 17 of the Arbitration Act 1996.

A drafting note to accompany the appointment of an arbitrator as sole arbitrator pursuant to section 17 of the Arbitration Act 1996.

Drafting notes on the covering letter which accompanies the notice appointing a party-nominated arbitrator.

Drafting notes to accompany the witness statement in support of an application challenging an award pursuant to section 67 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to challenge an award pursuant to section 68 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to appeal against an award pursuant to section 69 of the Arbitration Act 1996.

Drafting notes to accompany the acknowledgement of service form (responding to an application to set aside the appointment of a sole arbitrator pursuant to section 17 of the Arbitration Act 1996) and the claim form (advancing cross claims for the constitution of a tribunal).

Drafting notes to accompany the covering letter for the notice jointly appointing a sole arbitrator

Drafting notes to accompany the covering letter for the notice to stop time and requiring the appointment of a party nominated arbitrator.

Drafting notes to accompany the notice to stop time and requiring the appointment of a sole arbitrator. The notice is intended to commence arbitration proceedings for the purposes of stopping the limitation period running. It is also the first step in the procedure laid down in the Arbitration Act 1996 for appointing a sole arbitrator.

Drafting notes to accompany the request letter for a third party to appoint an arbitrator.

Drafting notes to accompany the witness statement in support of an application to appoint a sole arbitrator pursuant to section 18 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of a section 18 application for  the appointment of a three man tribunal.

Drafting notes to accompany the witness statement in support of a claim for the court's ruling on a jurisdictional issue pursuant to section 32 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of a claim for the court's determination of a jurisdictional issue pursuant to section 72 of the Arbitration Act 1996.

Drafting notes to accompany the ad hoc agreement on jurisdiction.

Drafting notes to accompany the draft order in support of an application for an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both).

Drafting notes to accompany the application notice seeking a stay of proceedings pursuant to section 9 of the Arbitration Act 1996.

Drafting notes to accompany Standard clause, Argentina: ad hoc arbitration clause.

This note considers and comments upon several specific arbitration agreements, including commonly adopted institutional clauses.

Drafting notes to accompany Standard clause, Hong Kong: ad hoc arbitration clause.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

Drafting notes to accompany Standard clause, Latvia: ad hoc arbitration clause.

Drafting notes to accompany Standard clause, Mauritius: ad hoc arbitration clause (excluding GBL companies).

Drafting notes to accompany Standard clause, New Zealand: ad hoc arbitration clause.

Drafting notes to accompany Standard clause, Singapore: ad hoc arbitration clause.

Drafting notes to accompany Standard clause, Sweden: ad hoc arbitration clause.

Drafting notes to accompany the claim form seeking an order setting aside an appointment pursuant to section 17 of the Arbitration Act 1996.

A drafting note to accompany the appointment of an arbitrator as sole arbitrator pursuant to section 17 of the Arbitration Act 1996.

Drafting notes on the covering letter which accompanies the notice appointing a party-nominated arbitrator.

These are drafting notes to accompany the example Request for Arbitration under the ICC Rules 2012.

Drafting notes to accompany the acknowledgement of service form (responding to an application to set aside the appointment of a sole arbitrator pursuant to section 17 of the Arbitration Act 1996) and the claim form (advancing cross claims for the constitution of a tribunal).

Drafting notes to accompany the covering letter for the notice jointly appointing a sole arbitrator

Drafting notes to accompany the covering letter for the notice to stop time and requiring the appointment of a party nominated arbitrator.

Drafting notes to accompany the notice to stop time and requiring the appointment of a sole arbitrator. The notice is intended to commence arbitration proceedings for the purposes of stopping the limitation period running. It is also the first step in the procedure laid down in the Arbitration Act 1996 for appointing a sole arbitrator.

Drafting notes to accompany the request letter for a third party to appoint an arbitrator.

Drafting notes to accompany the witness statement in support of an application to appoint a sole arbitrator pursuant to section 18 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of a section 18 application for  the appointment of a three man tribunal.

Drafting notes for completing an application for a correction to an award, or an additional award, pursuant to section 57 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application challenging an award pursuant to section 67 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to challenge an award pursuant to section 68 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to appeal against an award pursuant to section 69 of the Arbitration Act 1996.

Drafting notes to accompany the claim form for an application seeking enforcement of a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to enforce a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting note to accompany the draft order for enforcement of a New York Convention arbitration award and entering judgment in terms of the award, pursuant to section 101 of the Arbitration Act 1996.

Drafting notes to accompany the application in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the draft order in the case study on resisting enforcement of a New York Convention award.

Drafting notes to accompany the claim form seeking an extension of time for commencing arbitration under section 12 of the Arbitration Act 1996.

Drafting notes to accompany the claim form seeking an order setting aside an appointment pursuant to section 17 of the Arbitration Act 1996.

A drafting note to accompany the appointment of an arbitrator as sole arbitrator pursuant to section 17 of the Arbitration Act 1996.

Drafting notes on the covering letter which accompanies the notice appointing a party-nominated arbitrator.

These are drafting notes to accompany the example Request for Arbitration under the ICC Rules 2012.

Drafting notes to accompany the Response to a Request for LCIA arbitration.

Drafting notes to accompany the acknowledgement of service form (responding to an application to set aside the appointment of a sole arbitrator pursuant to section 17 of the Arbitration Act 1996) and the claim form (advancing cross claims for the constitution of a tribunal).

Drafting notes to accompany the covering letter for the notice jointly appointing a sole arbitrator

Drafting notes to accompany the covering letter for the notice to stop time and requiring the appointment of a party nominated arbitrator.

Drafting notes to accompany the notice to stop time and requiring the appointment of a sole arbitrator. The notice is intended to commence arbitration proceedings for the purposes of stopping the limitation period running. It is also the first step in the procedure laid down in the Arbitration Act 1996 for appointing a sole arbitrator.

Drafting notes to accompany the sample agenda and submissions for use at a preliminary meeting

Drafting notes to accompany the application to appoint a sole arbitrator pursuant to section 18 of the Arbitration Act 1996

Drafting notes to accompany the claim form for a section 18 application for an order appointing a three man tribunal.

Drafting notes to accompany the sample agenda and submissions for use at a preliminary meeting

Drafting notes to accompany the specimen order for production of documents (also known as disclosure) in international arbitration.

Drafting note to accompany the Answer to Notice of Arbitration under the HKIAC Administered Arbitration Rules in Case study, Commencing HKIAC Arbitration.

These are drafting notes to accompany the example Answer to the Request for Arbitration under the ICC Rules 2012.

Drafting notes to accompany the Request for LCIA arbitration.

These are drafting notes to accompany the example Notice of Arbitration under the Arbitration Rules of the Singapore International Arbitration Centre.

A drafting note to accompany an LCIA order for directions.

Drafting notes to accompany the claim form seeking an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both), in support of arbitration proceedings.

Drafting notes to accompany the witness statement in support of a claim for an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both).

Drafting notes to accompany the ad hoc agreement on jurisdiction.

Drafting note to accompany the claim form seeking the court's determination of a jurisdictional issue pursuant to section 32 of the Arbitration Act 1996.

Drafting notes to accompany the claim form seeking the court's determination of a jurisdictional issue pursuant to section 72 of the Arbitration Act 1996.

Drafting notes on an agreement for the appointment of a UK football club kit sponsorship.

Drafting note for the standard document agency agreement, primarily designed for the appointment of an exclusive sales agent who is authorised to negotiate and enter into contracts of sale on the principal's behalf.

A drafting note giving guidance on boilerplate clauses that prevent a party from issuing press releases or other public documents about a transaction without the approval of the other parties.

Drafting notes to accompany a confidentiality agreement in which two parties agree to keep information confidential.

A drafting note for the standard confidentiality agreement from the perspective of the recipient of the confidential information.

Drafting note for the Standard document confidentiality agreement on a private acquisition (shares or assets). This note includes key legal, negotiating and drafting issues for the buyer and seller.

Drafting note for the standard document confidentiality agreement for use in a cross-border private company or business acquisition. This note includes key legal, negotiating and drafting issues for buyer and seller.

Drafting note for a confidentiality letter agreement for use by a prospective licensor of know-how prior to commencing negotiations with a prospective licensee.

Drafting note to accompany a generic short form confidentiality letter that is intended to be used where one party wishes to disclose confidential information to the other party in the context of a possible deal or collaboration between the parties. If the information to be disclosed is particularly sensitive, consider using a long form confidentiality agreement.

Guidance notes for a licence and confidentiality agreement, intended for use by a company that sells standard software programs which users may want to evaluate before they commit to taking a licence of the software for use in their business.

Guidance notes for a licence of rights and a confidentiality agreement, for use by a company that sells software which users must then interface with custom software provided by a third party.

Drafting note for a Letter agreement under which a company agrees to receive ideas which are being submitted on a non-confidential basis.

Drafting note to accompany Standard document, Patent [and know-how] licence agreement, which is drafted in favour of the licensor and grants the licensee the right to manufacture and sell patented products, with an optional licence to know-how and optional provision of technical assistance. 

This drafting note accompanies the terms and conditions for the supply of goods to consumers.

Drafting note to accompany provisions to be inserted in an agreement that deals with the supply of goods where the customer or supplier's standard terms of purchase or sale are to be incorporated into the agreement.

Drafting notes on an agreement for the appointment of an exclusive distributor in respect of a particular territory or customer group. Although the agreement has been drafted with a view to satisfying the requirements of the EU vertical agreements block exemption Regulation 330/2010, it has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions. The notes are intended to provide an introduction to drafting, negotiating and legal issues affecting the agreement. References to the specific law of a country are based on the Practice note, Distribution: international overview and the accompanying Country Q&A, and are correct as at the date stated on that note.

A drafting note giving guidance on rules for use on an online bulletin or message board, drafted from the bulletin board operator's perspective and on the assumption that English law applies.

Drafting note to accompany the standard consent clauses to receive unsolicited direct marketing material.

Guidance on an online business's standard policy regarding the collection, storage and use of non-sensitive personal data, for use on a website which such data in an online application form for the purpose of supplying goods or services to users of the site, or for contacting users with direct marketing information.

A drafting note giving guidance on terms regarding access to and use of a website, drafted from the website owner's perspective and on the assumption that English law applies.

A drafting note giving guidance on acceptable standards regarding access to and use of a website, drafted from the website owner´s perspective and on the assumption that English law applies.

Drafting notes for an agreement for the licensing of content by a content-owner for use on a website, drafted from the content-owner's perspective and on the assumption that English law applies.

Drafting notes for an agreement for the provision of website design and development and related services (including optional provisions for where the supplier of such services also provides hosting services), drafted from the perspective of the supplier and on the assumption that English law applies.

Drafting notes for an agreement for the provision of website hosting and related services, drafted from the perspective of the supplier of such services and on the assumption that English law applies.

Drafting notes for a short-form permission allowing the creation of a hypertext link to a website, drafted from the website owner's perspective and on the assumption that English law applies.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note to accompany the intellectual property clause in a consultancy agreement.

Drafting note to accompany provisions to be inserted in an agreement that deals with the supply of goods where the customer or supplier's standard terms of purchase or sale are to be incorporated into the agreement.

These drafting notes accompany an agreement setting up a direct franchise between the business owner and the franchisee, which provides a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross border transactions. The notes are intended to provide an introduction to drafting, negotiating and legal issues that affect the agreement. Such an arrangement might not be feasible in an international context (see Practice note, Franchising: international overview), in which case the franchisee could be appointed by the master franchisee for a territory.  References to the specific law of a country are based on the above practice note and the accompanying Country Q&A, and are correct as at the date stated on that note.

Drafting note to accompany a skeleton master development agreement, primarily designed for the appointment by a master franchisee of a licensee who is entrusted with the development of a territory by operating franchise outlets itself, without any right to sub-franchise.

Drafting note to accompany an assignment of intellectual property rights, including points to note for both the assignor and the assignee.

A drafting note to accompany the deed of assignment of contract.

Drafting note for a loan note instrument for use when loan notes are to be issued to individual or corporate investors to raise finance for general funding purposes. This instrument is not suitable for listed debt securities or for loan notes issued to sellers as consideration for their shares in a share purchase transaction.

Drafting note relating to the Standard document, Notice to third party of assignment.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note providing guidance on the standard contractual clauses adopted by the European Commission for the transfer of personal data from data controllers in the EU to data processors in jurisdictions outside the European Economic Area (EEA) (Decision 2010/87/EU). The standard contractual clauses are one of several mechanisms approved by the European Commission to ensure adequate safeguards for personal data transferred from the EU to countries which the European Commission has not found to offer adequate protection for personal data. This drafting note is an unofficial document which has been prepared by PLC IPIT & Communications without input from the European Commission, the UK Information Commissioner or any other EU or UK data protection authority.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

A Drafting note for use alongside the descriptive document, which may be issued along with an invitation to participate in a dialogue.

This drafting note is a commentary on the Standard document, Invitation to participate in a dialogue, which is designed to be used by contracting authorities in order to seek proposals from qualified bidders for services. The note provides background to aspects of the competitive dialogue procedure and explains the purpose of the Standard document within the context of this procedure.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

This drafting note relates to the Outsourcing agreement: shorter form, a specimen outsourcing agreement which is primarily for use in relation to the outsourcing of less complex, non-IT or non-IT-enabled services. The agreement is designed for use where the services are being outsourced for the first time on a long-term basis and covers the transfer of employees to the supplier, and the transfer of assets where appropriate. The note contains commentary from both the supplier's and the customer's perspective. Where the services that are being outsourced are IT or IT-enabled services or other complex services (including for the most part, most business process or financial services outsourcing arrangements), the Outsourcing agreement: long form should be used.

Commentary on specimen parent company guarantee guaranteeing the obligations of the supplier providing services under an outsourcing agreement. The guarantee is drafted from the perspective of the customer who requires the financial and performance obligations of the supplier under an outsourcing agreement to be guaranteed by the supplier's parent or other company.  

A drafting note to accompany the suite of correspondence for use by contracting authorities during the course of a procurement process. This drafting note has been updated to take account of the Public Contracts (Amendment) Regulations 2009 (SI 2009/2992).

Commentary on specimen Request for information to be used by a customer seeking information from suppliers in relation to outsourcing services at the outset of a project before the customer's detailed requirements and approach have been ascertained.

Drafting notes to accompany a confidentiality agreement in which two parties agree to keep information confidential.

A drafting note for the standard confidentiality agreement from the perspective of the recipient of the confidential information.

Drafting note for the long form confidentiality agreement for the sale of the shares in a private company in the UK by individual sellers. This note includes key legal, negotiating and drafting isues for the buyer and seller.

Drafting notes for use in conjunction with the Standard document, Heads of terms for the assignment of a lease.

Drafting notes for use in conjunction with the PLC standard document Heads of terms for the sale of a freehold.

A Drafting note for use alongside the descriptive document, which may be issued along with an invitation to participate in a dialogue.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

This drafting note provides guidance on using the Pre-Qualification Questionnaire (PQQ) issued by the Office of Government Commerce (OGC), and has been produced independently of the OGC. The OGC's PQQ is a standard questionnaire that can be completed by contracting authorities and contains its own guidance on how it should be completed. This drafting note aims to put the PQQ into context from a regulated procurement perspective in the context of public sector bodies (but not utilities).

A drafting note which gives guidance on the specimen agreement for the purchase of IT services, drafted from the customer's perspective.

A drafting note which gives guidance on the specimen conditions for the purchase of IT equipment, drafted from the purchaser's perspective.

A drafting note which gives guidance on the specimen conditions for the supply of IT services, drafted from the supplier's perspective.

Drafting notes on an agreement for the international supply of goods. Although the agreement is drafted from the point of view of a supplier based in the UK who is selling goods to a customer based in another country, and on the basis that English law applies, it is intended to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions. The notes are intended to provide an introduction to drafting, negotiating and legal issues that affect the agreement. References to the specific law of a country are based on Practice note, Supply contracts: international overview and the accompanying Country Q&A, and are correct as at the date stated on that note.

A drafting note to accompany provisions to be inserted in a supply of goods agreement where the parties have agreed that the customer may place orders for products at any time.

A commentary on an agreement, drafted from the customer's point of view, in which a software provider agrees to supply and install new software, to license the intellectual property rights in it and to maintain it.

Drafting notes for a specimen agreement for the licence of fully-developed software, drafted so as to highlight provisions that may be desirable from the customer's point of view.

Drafting notes for an agreement for the provision of maintenance services by the supplier of the relevant software, drafted so as to highlight provisions which may be desirable from the customer's point of view.

Drafting note to accompany a standard clause for payment for goods by letter of credit.

A drafting note to accompany the standard document supply of goods (pro-supplier) agreement.

Drafting note to Standard document, Supply of services agreement (pro-supplier).

A commentary on an agreement in which an IT provider agrees to supply and install a new IT system, including some or all of the following elements: integration services, software, hardware, licence of intellectual property rights, and ongoing support and maintenance services.

This drafting note accompanies the terms and conditions for the supply of goods to consumers.

A drafting note giving guidance on terms and conditions for the sale of goods via a website for use in commercial contracts (including contracts with consumers), drafted from the online supplier's perspective.

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

This drafting note accompanies Standard document, Debenture, and explains the law, and commercial reasons for, the provisions in the standard document.

A drafting note for the Guarantee and indemnity: corporate guarantor, specific liabilities. The borrower whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

Drafting note to accompany the standard document, on demand performance bond.

Drafting note to accompany standard document, standby letter of credit.

The questionnaire provides examples of the types of questions that may be asked of the parties to a transaction in order to obtain the information necessary to form a preliminary view of the merger control regimes that apply to a transaction.

A sample questionnaire to obtain general information about a company for the purposes of making a notification to a competition authority. This information may be needed in the actual notification form and, in any event, will provide useful background to enable a more detailed review of the competition issues connected with a particular transaction to be undertaken.

The questionnaire provides examples of the types of questions that may be asked of the parties to a transaction in order to obtain the information necessary to form a preliminary view of the merger control regimes that apply to a transaction.

This note contains guidance on issues to consider when drafting and negotiating a condition precedent for inclusion in a joint venture agreement, where the transaction is caught by the EU Merger Regulation. It also provides an example of such a condition. See also Corporate transactions and merger control: practical considerations.

This is an example of a form of client questionnaire that can be used to obtain general information about the product and geographic markets and competitive environment in which the parties to a transaction operate. It does not reflect the specific information requirements for any particular merger control regime, but rather seeks to gather general information for use in conducting the preliminary substantive competition law assessment of a proposed arrangement. This questionnaire is drafted on the basis that the parties are manufacturing companies operating in goods markets (see General substantive assessment questionnaire - services for a questionnaire tailored towards companies operating in the services sector). For a more detailed market definition questionnaire see Market definition questionnaire.

A sample questionnaire to obtain general information about a company for the purposes of making a notification to a competition authority. This information may be needed in the actual notification form and, in any event, will provide useful background to enable a more detailed review of the competition issues connected with a particular transaction to be undertaken.

This note contains guidance on issues to consider when drafting and negotiation a condition precedent for inclusion in a sale and purchase agreement when the transaction is caught by the EU Merger Regulation. It also provides an example of such a condition. See also Corporate transactions and merger control: practical considerations.

This is an example of a standard form client questionnaire to be used to obtain the information needed to determine whether the EU Merger Regulation applies to a transaction. The questionnaire also provides information on how to calculate turnover for these purposes. The questionnaire has been drafted so that it can be adapted for use when obtaining information from just one party to a transaction or from all the relevant undertakings. Further, it includes options to cover the situations when the company being acquired is part of a business, where assets are being acquired or where one or all of the parties are credit, financial or insurance undertakings. This document should be read with Checklist: The application of the EU Merger Regulation turnover thresholds.

An example of the type of questionnaire that could be used to obtain the specific information needed to complete Form CO, annexed to Regulation 802/2004, for notification of a merger to the European Commission under the EU Merger Regulation (Regulation 139/2004). Guidance is also provided.

This note contains guidance on issues to consider when drafting and negotiating a condition precedent for inclusion in a joint venture agreement when the transaction is caught by the UK merger control rules. It also provides an example of such a condition. See also the Practice note, Corporate transactions and merger control: practical considerations.

This questionnaire contains examples of the types of questions that could be asked to obtain information from a company for the purposes of preparing a merger notification to the Office of Fair Trading under the Enterprise Act 2002. It covers the specific information requirements of the statutory Merger Notice, but could also be adapted for use in preparing an informal submission (see also Checklist: UK merger notification). Before use, this sample questionnaire requires adaptation to reflect the facts of the particular case, the types of products (or services) involved and the level of existing knowledge about the parties, the markets and the effects of the transaction.

A sample questionnaire to obtain general information about a company for the purposes of making a notification to a competition authority. This information may be needed in the actual notification form and, in any event, will provide useful background to enable a more detailed review of the competition issues connected with a particular transaction to be undertaken.

A Drafting note for use alongside the descriptive document, which may be issued along with an invitation to participate in a dialogue.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

This drafting note provides guidance on using the Pre-Qualification Questionnaire (PQQ) issued by the Office of Government Commerce (OGC), and has been produced independently of the OGC. The OGC's PQQ is a standard questionnaire that can be completed by contracting authorities and contains its own guidance on how it should be completed. This drafting note aims to put the PQQ into context from a regulated procurement perspective in the context of public sector bodies (but not utilities).

This drafting note accompanies the standard document franchise agreement.

Drafting note relating to the Standard document, Notice to third party of assignment.

A Drafting note for use in conjunction with PLC Standard document, Crane oversailing licence.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

This drafting note no longer contains any text.  The text has been incorporated into the Standard document, Contract for the sale of freehold land with vacant possession by a company in administration as integrated drafting notes.

A Drafting note for use in conjunction with the Standard document, Contract for the sale of freehold land with vacant possession by a mortgagee in possession.

Drafting notes for a specimen agreement by which the author of a copyright literary, dramatic, musical or artistic work, or the director of a copyright film, waives his rights to be identified as the author or director of the work in question and/or his right to object to derogatory treatment of the work.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note to accompany the standard document for an intra-group asset sale.

Drafting notes for a specimen assignment of copyright.

Drafting notes to accompany an assignment of patents, including points to note for both the assignor and the assignee.

Drafting notes to accompany  an assignment of trade marks, covering points to note both for the assignor and the assignee.

Drafting note for the Standard document, Auditors' notice of resignation.

A drafting note to accompany the guarantee and indemnity clause for the buyer's payment obligations under an asset purchase agreement

A drafting note to accompany the Standard document, Call option agreement. Click here for a PDF of this document.

Drafting note for provisions to be inserted in a share purchase agreement where the consideration is determined by reference to completion accounts.

Drafting note relating to Confidentiality agreement: auction sales

Drafting note for the long form confidentiality agreement for the sale of the shares in a private company in the UK by individual sellers. This note includes key legal, negotiating and drafting isues for the buyer and seller.

Drafting note for standard form contribution agreement.

Drafting note for the standard document data room rules on a private company acquisition (shares or assets). The note includes key legal, negotiating and drafting issues for the buyer and seller.

Drafting note for provisions to be inserted in an asset purchase agreement where the obligations of the seller are to be guaranteed and indemnified.

Drafting note to accompany a deed of release from a fixed charge over assets being acquired by a buyer.

Drafting note for provisions to be inserted in a share purchase agreement where some of the consideration is to be deferred and is dependent on the performance of the target company after completion.

Drafting note for provisions to be inserted in the Standard document, Asset purchase agreement if an environmental indemnity is sought from the seller.

Drafting note for standard form group relief surrender agreement in connection with a sale of a private company.

Drafting note for Standard document heads of terms to buy and sell the business and assets of a private limited company.

This drafting note is intended to be used in connection with the standard clause, indemnity and the deduction of tax from payments: joint venture agreement which, in turn, is for use in the Standard document, Joint venture shareholders' agreement: 50:50 deadlocked joint venture or the Standard document, Joint venture shareholders' agreement: majority and minority shareholder (as the case may be) where there may be a need to withhold tax in respect of interest paid by the JVC to the parties to the joint venture.

Drafting note for standard form information memorandum disclaimer where the information memorandum is issued by the selling company rather than its financial adviser.

Drafting note for joint section 179A of Taxation of Chargeable Gains Act 1992 election. Note: Section 179A is repealed by Schedule 10 to the Finance Act 2011 with effect from 19 July 2011 in relation to degrouping charges arising on or after that date.  Where degrouping occurs after that date, an election for reallocation of the gain or loss can be made uder section 171A.  

A drafting note for the standard document legal due diligence information request: share purchases.

Drafting notes for a standard document letter of intent on a cross-border private company acquisition. Includes key legal, negotiating and drafting issues for a buyer and seller.

Drafting note for letter of resignation for company director or company secretary.

Drafting note for provisions to be inserted in a share purchase agreement where some or all of the consideration is to be satisfied by the issue of loan notes by the buyer.

A drafting note relating to a material adverse change clause for use in a private acquisition.

This note has been withdrawn. Refer to Standard document, Section 138 of the Taxation of Chargeable Gains Act 1992 clearance application and its drafting note for capital gains tax purposes.  Use Practice note, Transactions in securities: tax anti-avoidance and Standard document, Transactions in securities: clearance application with drafting notes for income and corporation tax clearance purposes.

A drafting note for a standard document novation agreement.

These drafting notes relate to the standard form power of attorney.

A drafting note to accompany the Standard document, Put and call option agreement.

Drafting note for the specimen letter sent by, or on behalf of, a bidder (or potential bidder) to a target requesting to receive information supplied to a competing bidder or a potential bidder.

Drafting note for a letter from the parties to their solicitors, setting out the terms on which such firms have agreed to act as escrow agents in relation to the operation of a retention account established under the terms of an acquisition agreement.

Drafting note for the provisions to be inserted in a share purchase agreement where part of the consideration is to be retained by the buyer as security for certain claims under the agreement.

This drafting note deals with the statutory clearance procedure relating to the exchange of securities treatment that may apply on a share sale where part or all of the consideration is to be in the form of the issue of shares in, or loan notes of, the buyer, or where all or (more typically) part of the consideration is payable under an earn-out.

This is a drafting note to accompany the Standard document, Seller obligations guarantee and indemnity clause. The clause is designed to be inserted into the Standard document, Asset purchase agreement.

Drafting note for a schedule of limitations that a seller may wish to insert in an asset purchase agreement.

Drafting note for Standard document Share purchase agreement: auction version: single corporate seller: non simultaneous exchange and completion . For a share purchase agreement for use in a sale by private treaty, see Standard document Share purchase agreement: single corporate seller: non simultaneous exchange and completion or if there is more than one seller, see Standard document, Share purchase agreement: multiple individual sellers: non simultaneous exchange and completion.

Drafting note to accompany the standard document for the intra-group sale of a private company's shares.

Drafting note for standard document short form share purchase agreement, where there is simultaneous exchange and completion.

Drafting note for provisions to be inserted in an asset purchase agreement where some or all of the consideration is to be satisfied by the issue of shares by the buyer.

Drafting note to be used in conjunction with Stamp duty adjudication letter for the acquisition of shares.

This drafting note should be used in conjunction with the PLC standard document, tax covenant: individual seller version and with all PLC standard share purchase agreements for the purchase of shares from individual sellers and containing a tax covenant as a schedule.

This drafting note is to be used in conjunction with Standard document, Tax warranties: long form version and with PLC standard share purchase agreements in which a long form set of tax warranties is included.

Drafting notes for a specimen trade mark licence for use where the seller licenses the right to use its trade mark to the buyer for a wind-down period following completion of an asset purchase.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting notes to accompany specimen articles of association for a deadlocked joint venture company with two classes of shares in which each class of shareholder and the directors appointed by the shareholder have the right to veto decisions.

Drafting note to accompany the standard clause provisions to be inserted in an intra-group agreement where the buyer is to acquire the book debts of the business and the parties wish to make express provision for the treatment of sums received by the seller after completion in respect of book debts.

Drafting notes for an agreement between the parties to a business sale agreement relating to the computer system used by the business.

Drafting note to accompany the standard clause provisions to be inserted into an intra-group share purchase agreement where part or all of the consideration is to be satisfied by the release and discharge of existing indebtedness or obligations of the seller to the buyer.

Drafting note to accompany the standard clause provisions to be inserted into an intra-group share purchase agreement where part or all of the consideration is to be left outstanding as a debt on inter-company loan account.

Drafting note to accompany the standard document for the release of existing indebtedness or obligations by way of consideration for an intra-group asset or share sale.

Drafting notes to accompany a joint venture agreement for a 50:50 deadlocked joint venture company.

Drafting note to accompany the letter of appointment for a non-executive chairman of a listed company, which is based on the now withdrawn sample letter of non-executive director appointment formerly published in the Good Practice Suggestions from the Higgs Report.

Note to accompany a clause for inclusion in a shareholders' agreement or articles of association of a joint venture company incorporating a list of matters in respect of which the minority shareholder has veto rights.

This note has been withdrawn. Refer to Standard document, Section 138 of the Taxation of Chargeable Gains Act 1992 clearance application and its drafting note for capital gains tax purposes.  Use Practice note, Transactions in securities: tax anti-avoidance and Standard document, Transactions in securities: clearance application with drafting notes for income and corporation tax clearance purposes.

Drafting note to accompany the notice to be sent to relevant third parties by the target company on a change of control arising in connection with an intra-group share sale.

Drafting note to the specimen notice of general meeting for unlisted companies.

Drafting note for the standard share buyback agreement for a company buying its own shares off-market.

Drafting note to the specimen proxy form for unlisted companies.

A drafting note to accompany the Standard document, Put option agreement.

Drafting note to accompany the request for consent to the assignment of a contract in connection with an intra-group asset sale.

Drafting note for use in conjunction with the PLC precedent covering letter and statements in connection with application under section 42 of the Finance Act 1930 (as amended) for relief from stamp duty on the transfer of shares.

Drafting note to accompany the standard clause provisions to be inserted in an intra-group asset purchase agreement where the business's intellectual property rights are to be used by both buyer and seller post completion.

Drafting note to assist with use of Skeleton board minutes (routine) from 1 October 2008.

Drafting note to accompany the standard document transitional services agreement to be entered into following completion of an intra-group asset sale that takes place as part of a group reorganisation.

Drafting notes for the standard form members' written resolutions under Chapter 2 of Part 13 of Companies Act 2006 giving background information, assumptions and drafting options.

This drafting note relates to the Standard document, Director's power of attorney: AIM admission to be used in connection with an application for admission to AIM and any associated placing of shares.

Drafting note to be read in conjunction with Standard document, Nominated adviser and broker agreement: AIM admission

Drafting note to accompany Standard document, Placing agreement: AIM admission

Drafting note to the specimen proxy form for listed companies.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

A drafting note to accompany the Standard document, Call option agreement. Click here for a PDF of this document.

Drafting note to the standard document cross option agreement, an agreement entered into by all shareholders of a private limited company, under which they each grant to the others put and call options over their shares, which is exerciseable on death, and take out life insurance policies, which are written in trust for the other option holders.

This drafting note is intended to be used in connection with the standard clause, indemnity and the deduction of tax from payments: joint venture agreement which, in turn, is for use in the Standard document, Joint venture shareholders' agreement: 50:50 deadlocked joint venture or the Standard document, Joint venture shareholders' agreement: majority and minority shareholder (as the case may be) where there may be a need to withhold tax in respect of interest paid by the JVC to the parties to the joint venture.

A drafting note for use with the Standard document, Joint venture shareholders' agreement: majority and minority shareholder.

Drafting notes to accompany a memorandum of understanding relating to a 50:50 international joint venture where both parties intend to contribute existing businesses to a newly formed joint venture company.

Note to accompany a clause for inclusion in a shareholders' agreement or by-laws of a joint venture company incorporating a list of matters in respect of which the minority shareholder has veto rights.

A drafting note for use with the Standard clause, Pre-emption rights on transfer: articles of association: joint ventures.

A drafting note to accompany the Standard document, Put option agreement.

Drafting notes to accompany a two party 50:50 deadlocked joint venture agreement for use in international joint ventures where both parties transfer businesses to the JVC in consideration for the issue of shares in the JVC.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

This drafting note accompanies the standard document limited liability partnership (LLP) agreement which can be used from 1 October 2009 on either the establishment of a new business as an LLP or the transfer of an existing partnership business to an LLP.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

A drafting note for use in connection with the Standard document, Articles of association: university spinout.

Drafting note for use with Standard document, Convertible loan note instrument.

A drafting note for a first draft of a disclosure letter prepared by the warrantors in a non-leveraged investment round.

Drafting note to be used with the Standard document, Heads of terms: convertible loan note.

This drafting note is for use with the Standard document, Investment agreement: non-leveraged investment.

This note has been withdrawn. Refer to Standard document, Section 138 of the Taxation of Chargeable Gains Act 1992 clearance application and its drafting note for capital gains tax purposes.  Use Practice note, Transactions in securities: tax anti-avoidance and Standard document, Transactions in securities: clearance application with drafting notes for income and corporation tax clearance purposes.

A drafting note for use in conjunction with the Standard document, Pay to play: articles of association: non-leveraged investment

A drafting note to accompany the Standard document, Put and call option agreement.

A drafting note to accompany the Standard clause, Second completion: investment agreement: non-leveraged investment: drafting note.

A drafting note for use in connection with the Standard document, Shared facilities agreement: university spin-out.

A drafting note to accompany the Standard clause, Syndication provisions: investment agreement: non-leveraged investment.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

Drafting notes to accompany the Response to a Request for LCIA arbitration.

This is a commentary on the expert determination clause and terms of reference. (The expert determination clause envisages that a separate clause in the relevant agreement will set out the actual basis for valuation.) Information essential to this commentary is contained in the Practice note, Expert determination. Rather than reproduce this information, the reader is cross-referred to the Practice note. References in this commentary are to the clauses of the precedent Expert determination clause and Terms of reference.

Drafting notes to accompany the claim form for an application to enforce a New York Convention arbitration award and to enter judgment in terms of the award, pursuant to section 101 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to enforce a New York Convention arbitration award and to enter judgment in terms of the award, pursuant to section 101 of the Arbitration Act 1996.

Drafting notes to accompany the draft order in the case study on resisting enforcement of a New York Convention award.

Drafting notes to accompany the mediation sample settlement agreement

Drafting notes for a party who is preparing a Scott Schedule setting out a claim for delay and disruption.

Drafting notes for a party who is preparing a Scott Schedule setting out a claim for variations and extra work.

Drafting notes to accompany the ad hoc agreement on jurisdiction.

Drafting notes to accompany the draft order in support of an application for an anti-suit injunction under section 44 of the Arbitration Act 1996 or section 37 of the Senior Courts Act 1981 (or both).

Drafting notes for completing an application for a correction to an award, or an additional award, pursuant to section 57 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application for a stay of proceedings pursuant to section 9 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to extend time for commencing arbitration, under section 12 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to set aside an appointment pursuant to section 17 of the Arbitration Act 1996.

A drafting note to accompany the appointment of an arbitrator as sole arbitrator pursuant to section 17 of the Arbitration Act 1996.

Drafting notes on the covering letter which accompanies the notice appointing a party-nominated arbitrator.

Drafting notes to accompany Standard clause, Australia: ad hoc arbitration clause.

Drafting notes to accompany the claim form seeking to challenge an arbitral award for lack of jurisdiction pursuant to section 67 of the Arbitration Act 1996.

Drafting notes to accompany the claim form challenging an award pursuant to section 68 of the Arbitration Act 1996.

Drafting notes to accompany the claim form seeking to appeal against an award pursuant to section 69 of the Arbitration Act 1996.

Drafting notes to accompany the draft orders for applications to challenge an award, under sections 67 and 68 of the English Arbitration Act 1996, and to appeal against an award on a point of law, under section 69.

Drafting note to accompany the Notice of Arbitration under the HKIAC Administered Arbitration Rules in Case study, Commencing HKIAC Arbitration.

These are drafting notes to accompany the example Request for Arbitration under the ICC Rules 2012.

Drafting notes to accompany the Response to a Request for LCIA arbitration.

Drafting notes to accompany the acknowledgement of service form (responding to an application to set aside the appointment of a sole arbitrator pursuant to section 17 of the Arbitration Act 1996) and the claim form (advancing cross claims for the constitution of a tribunal).

Drafting notes to accompany the claim form for an application seeking enforcement of a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in support of an application to enforce a domestic arbitration award in the English courts under section 66 of the Arbitration Act 1996.

Drafting notes to accompany Standard clause, Estonia: ad hoc arbitration clause.

A drafting note to accompany an ICC (1998 Rules) provisional timetable.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

Drafting notes to accompany the covering letter for the notice jointly appointing a sole arbitrator

A drafting note to accompany an LCIA order for directions.

Drafting notes to accompany Standard clause, Lithuania: ad hoc arbitration clause.

Drafting notes to accompany Standard clause, Mauritius: ad hoc arbitration clause (for GBL companies).

Drafting note to accompany the draft order for enforcement of a New York Convention arbitration award and entering judgment in terms of the award, pursuant to section 101 of the Arbitration Act 1996.

Drafting notes to accompany Standard clause, New Zealand: ad hoc arbitration clause.

Drafting note to accompany the notice to stop time and requiring the appointment of a party nominated arbitrator.

Drafting notes to accompany the covering letter for the notice to stop time and requiring the appointment of a sole arbitrator. The notice is intended to commence arbitration proceedings for the purposes of stopping the limitation period running. It is also the first step in the procedure laid down in the Arbitration Act 1996 for appointing a sole arbitrator.

Drafting notes to accompany the sample agenda and submissions for use at a preliminary meeting

Drafting notes to accompany the application in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the witness statement in the case study on resisting enforcement of an arbitration award under section 66 of the Arbitration Act 1996.

Drafting notes to accompany the draft order in the case study on resisting enforcement of a New York Convention award.

Drafting notes to accompany the application to appoint a sole arbitrator pursuant to section 18 of the Arbitration Act 1996

Drafting notes to accompany the claim form for a section 18 application for an order appointing a three man tribunal.

Drafting note to accompany the claim form seeking the court's determination of a jurisdictional issue pursuant to section 32 of the Arbitration Act 1996.

Drafting notes to accompany the claim form seeking the court's determination of a jurisdictional issue pursuant to section 72 of the Arbitration Act 1996.

Drafting notes to accompany Standard clause, Singapore: ad hoc arbitration clause.

Drafting notes to accompany the specimen Redfern schedule, used to create a record of requests for disclosure of documents in international arbitration.

Drafting notes to accompany Standard clause, Sweden: ad hoc arbitration clause.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

This drafting note accompanies the example of an application to restrict access to court documents under CPR 5.4C.

This drafting note accompanies the example of an order giving permission to withdraw an admission.

A drafting note to accompany the example application notice for an order that a judgment debtor give information and attend court for questioning.

Drafting note to accompany the application notice seeking to extend time for filing and service of the defence.

Drafting notes to accompany the certificate of compliance that is part of a case study of a creditor's petition to wind up a company.

Drafting notes to accompany the witness statement proving service of the statutory demand and the certificate of service of the windin up petition, both of which are part of a case study of a creditor's petition to wind up a company.

Drafting notes to accompany the statutory demand that is party of a case study of a creditor's petition to wind up a company.

Drafting note to accompany the example claim form for costs-only proceedings.

Drafting note to accompany the example order for assessment in costs-only proceedings.

This drafting note accompanies the example order for judgment by default.

This drafting note accompanies the example application notice for an order setting aside a notice of discontinuance.

This drafting note accompanies the example order setting aside a notice of discontinuance.

A drafting note to accompany the example covering letter to client enclosing a CFA.

A drafting note accompanying the letter to client about your firm's approach to CFAs and explaining how they work.

Fees is one of the most important topics in any expert's retainer letter. This drafting note accompanying  the retainer letter for experts focuses on fees in particlar, seting out those matters which it is especially important to agree with the expert at the outset. It also explains how and why you might draft other clauses in the retainer letter.

Drafting notes to accompany the application notice that is part of the freezing injunction case study. PLC Dispute Resolution and Edward Davies, Barrister, Erskine Chambers

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

Drafting notes to accompany a draft order for an injunction to prevent the presentation of a winding up petition.

A drafting note to accompany the example of an application notice for a judgment debtor's hardship application.

A drafting note to accompany the example draft order for an extension of time for filing and service of the defence.

A drafting note to accompany the letter setting out the defendant's Part 36 offer to settle.

Drafting note to accompany the example application for permission to serve proceedings outside the jurisdiction under CPR 6.37.

A drafting note to accompany the example of a completed request for warrant of execution.

Drafting notes to accompany the application notice that is part of the search order case study.

Drafting note to accompany the example application notice for an application to vary an order for security for costs.

Drafting note accompanying the example completed application notice seeking security for costs.

Drafting notes accompanying the example letter from one party to another requesting security for costs.

Drafting note to accompany the example order varying previous order for security for costs.

Drafting note to accompany the example witness statement in support of an application that security for costs be returned.

Drafting notes accompanying the example witness statement supporting an application for security for costs.

Drafting note to accompany the draft order for service by alternative methods which is part of the service by alternative methods case study. PLC Dispute Resolution and Robert Wheal, White & Case LLP

Drafting note accompanying the example completed application notice seeking to set aside a default judgment.

Drafting note accompanying the example completed witness statement to support an application to set aside a default judgment.

A drafting note to accompany the specimen Tomlin Order.

Ben Patten of 4 New Square and PLC Dispute Resolution This drafting note accompanies the example order for summary judgment and strike out of a claim.

This drafting note accompanies the example application notice for an application for summary judgment and strike out of a claim. Ben Patten of 4 New Square and PLC Dispute Resolution

Ben Patten of 4 New Square and PLC Dispute Resolution This drafting note accompanies the example summary judgment order giving summary judgment for a claimant against a defendant.

This drafting note accompanies the example of an application notice for wasted costs.

Drafting notes for a witness statement in support of an application for an administration order in respect of a company, in accordance with rule 2.4 of the Insolvency Rules 1986.

Drafting note for the standard document agency agreement, primarily designed for the appointment of an exclusive sales agent who is authorised to negotiate and enter into contracts of sale on the principal's behalf.

Drafting notes on an agreement for the appointment of an exclusive sales agent, who is authorised to negotiate and enter into contracts of sale on the principal's behalf. These drafting notes relate to a jurisdiction-neutral agreement, which has been adapted from PLC's UK version to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross border transactions. The agreement provisionally asssumes that both parties operate in the EU. The notes are intended to provide an introduction to drafting, negotiating and legal issues affecting the agreement. References to the specific law of a country are based on the Practice note, Agency: international overview and the accompanying Country Q&A, and are correct as at the date stated on that note.

These drafting notes accompany an agreement setting up a direct franchise between the business owner and the franchisee, which provides a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross border transactions. The notes are intended to provide an introduction to drafting, negotiating and legal issues that affect the agreement. Such an arrangement might not be feasible in an international context (see Practice note, Franchising: international overview), in which case the franchisee could be appointed by the master franchisee for a territory.  References to the specific law of a country are based on the above practice note and the accompanying Country Q&A, and are correct as at the date stated on that note.

Drafting notes for a standard document letter of intent on a cross-border private company acquisition. Includes key legal, negotiating and drafting issues for a buyer and seller.

A Drafting note for use alongside the descriptive document, which may be issued along with an invitation to participate in a dialogue.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

This drafting note provides guidance on using the Pre-Qualification Questionnaire (PQQ) issued by the Office of Government Commerce (OGC), and has been produced independently of the OGC. The OGC's PQQ is a standard questionnaire that can be completed by contracting authorities and contains its own guidance on how it should be completed. This drafting note aims to put the PQQ into context from a regulated procurement perspective in the context of public sector bodies (but not utilities).

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

A drafting note for the standard document general notice, made pursuant to section 317(3) of the Companies Act 1985, given by a director of interest in contracts.

Drafting note to accompany the letter of appointment for a non-executive chairman of a listed company, which is based on the now withdrawn sample letter of non-executive director appointment formerly published in the Good Practice Suggestions from the Higgs Report.

Drafting note to assist with use of Skeleton board minutes (routine) from 1 October 2008.

A drafting note to be used with the Standard document, Written resolution of board of directors.

Drafting note for specimen form of fair processing notice to be issued to data subjects on an asset purchase for data protection compliance purposes.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note to accompany the intellectual property clause in a consultancy agreement.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

Drafting note to accompany the intellectual property clause in a consultancy agreement.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note for standard document legal due diligence report: acquisitions.

This note contains a discussion of the legal background to, and purpose and legal effect of, a wide variety of generic contractual provisions commonly included in commercial agreements as standard provisions.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

Drafting note for a loan note instrument for use where loan notes are to be issued to the sellers as consideration for their shares. This instrument is not suitable for listed debt securities.

A drafting note to accompany and explain the legal issues and commercial reasons for the provisions in the standard document, mortgage of shares and securities (uncertificated).

Drafting note for a letter from the parties to their solicitors, setting out the terms on which such firms have agreed to act as escrow agents in relation to the operation of a retention account established under the terms of an acquisition agreement.

Drafting note to accompany the borrower board minutes approving a facility agreement and debenture.  

Drafting note for the standard board minutes for a parent or group company guarantor approving a guarantee and indemnity of a subsidiary's obligations.  

A drafting note to accompany the bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower.

This drafting note should be read in connection with Guarantee and indemnity: corporate guarantor, all monies. The obligor whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: director's guarantee, all monies - a personal guarantee given by a director of a company for that company's debts. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for Guarantee and indemnity: individual guarantor, all monies. A personal guarantee given by an individual. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower. If the individual is a director of the borrower, use Standard document, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies and its associated drafting note, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies: drafting note.

A drafting note to accompany Standard document, Board minutes: bond issue.

Drafting note to accompany the Standard document, Procedures memorandum.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note to accompany the borrower board minutes approving a facility agreement and debenture.  

Drafting note for the standard board minutes for a parent or group company guarantor approving a guarantee and indemnity of a subsidiary's obligations.  

A drafting note to accompany the covenant provsions for a corporate borrower in a single currency, bilateral, secured, unguaranteed facility agreement.

Drafting note to accompany the binding comfort letter to be given in place of a guarantee.

A drafting note giving guidance on a boilerplate clause providing that the remedies provided under an agreement are not intended to displace any rights or remedies available under the general law.

Drafting guidance in relation to the execution of deeds and documents by private trusts.

A drafting note to accompany the bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower.

This drafting note should be read in connection with Guarantee and indemnity: corporate guarantor, all monies. The obligor whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: director's guarantee, all monies - a personal guarantee given by a director of a company for that company's debts. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for Guarantee and indemnity: individual guarantor, all monies. A personal guarantee given by an individual. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower. If the individual is a director of the borrower, use Standard document, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies and its associated drafting note, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies: drafting note.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

Drafting note for a loan note instrument for use where loan notes are to be issued to the sellers as consideration for their shares. This instrument is not suitable for listed debt securities.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

Drafting note for a term sheet for the grant of a term loan by a syndicate of lenders for financing the production of commodities by the borrower.

A drafting note giving guidance on a boilerplate clause that seeks to exclude unintended rights of third parties arising under the Contracts (Rights of Third Parties) Act 1999 and otherwise.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

This note contains a discussion of the legal background to, and purpose and legal effect of, a wide variety of generic contractual provisions commonly included in commercial agreements as standard provisions.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

Drafting note to the specimen notice of general meeting for unlisted companies.

A drafting note for a standard document novation agreement.

Drafting note to the specimen proxy form for listed companies.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note to accompany Standard document, Board minutes: bond issue.

Drafting note to accompany the borrower board minutes approving a facility agreement.  

A drafting note to accompany the covenant provsions for a corporate borrower in a single currency, bilateral, secured, unguaranteed facility agreement.

This drafting note accompanies the Standard document, Charge over bank account and explains the law behind, and commercial reasons for, the provisions in the standard document.

A drafting note to accompany the bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower.

This drafting note should be read in connection with Guarantee and indemnity: corporate guarantor, all monies. The obligor whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: director's guarantee, specific liabilities. A personal guarantee given by the director of a company of the specific liabilities of that company. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: individual guarantor, specific liabilities. A personal guarantee given by an individual guarantor for the specific liabilities of a corporate borrower. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower. If the individual is a director of the borrower, use Standard document, Deed of guarantee and indemnity of a company's liabilities given by a director: specific liabilities and its associated drafting note, Deed of guarantee and indemnity of a company's liabilities given by a director: specific liabilities: drafting note.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note to accompany the borrower board minutes approving a facility agreement.  

This note considers the representations and warranties typically found in a single currency, bilateral, secured, unguaranteed loan agreement.

This drafting note no longer contains any text.  The text has been incorporated into the Standard document, Contract for the sale of freehold land with vacant possession by a company in administration as integrated drafting notes.

A Drafting note for use in conjunction with the Standard document, Contract for the sale of freehold land with vacant possession by a mortgagee in possession.

This drafting note accompanies Standard document, Debenture, and explains the law, and commercial reasons for, the provisions in the standard document.

A drafting note to accompany the bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower.

This drafting note should be read in connection with Guarantee and indemnity: corporate guarantor, all monies. The obligor whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: director's guarantee, all monies - a personal guarantee given by a director of a company for that company's debts. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for Guarantee and indemnity: individual guarantor, all monies. A personal guarantee given by an individual. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower. If the individual is a director of the borrower, use Standard document, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies and its associated drafting note, Deed of guarantee and indemnity of a company's liabilities given by a director: all monies: drafting note.

This drafting note accompanies Standard document, Legal mortgage over property from a company securing specific monies (own liabilities) and explains the law behind, and commercial reasons for, the provisions in the standard document.

Drafting notes for use in conjunction with the PLC standard document letter requesting permisison to to exercise an option to tax where exempt supplies have been made in relation to the property.

Drafting notes for a witness statement in support of an application to extend the period of an administration under paragraph 76(2)(a) of Schedule B1 to the Insolvency Act 1986.

Drafting notes to accompany the advertisement that is part of a case study of a creditor's petition to wind up a company.

Drafting notes to accompany a petition that is part of a case study of a creditor's petition to wind up a company.

Drafting notes to accompany a statement of truth verifying the petition that is part of a case study of a creditor's petition to wind up a company.

This drafting note no longer contains any text.  The text has been incorporated into the Standard document, Contract for the sale of freehold land with vacant possession by a company in administration as integrated drafting notes.

A Drafting note for use in conjunction with the Standard document, Contract for the sale of freehold land with vacant possession by a mortgagee in possession.

Drafting notes to accompany a draft order for an injunction to prevent the presentation of a winding up petition.

Drafting notes for the precedent form statement by a qualifying floating charge holder explaining why it appointed an administrator to a company outside normal court hours, in accordance with ule 2.19(8) of the Insolvency Rules 1986.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

An explanatory note to accompany the ABI model form of guarantee bond.

Drafting note for the standard board minutes for a parent or group company guarantor approving a guarantee and indemnity of a subsidiary's obligations.  

A drafting note to accompany the Standard document, Charge over shares and securities (certificated).

Drafting note to accompany the binding comfort letter to be given in place of a guarantee.

This drafting note accompanies Standard document, Debenture, and explains the law, and commercial reasons for, the provisions in the standard document.

Drafting note to accompany a deed of release from a fixed charge over assets being acquired by a buyer.

Drafting guidance in relation to the execution of deeds and documents by private trusts.

This drafting note provides step-by-step guidance for completing a Form MG01 to register a charge created by a company registered in England and Wales at Companies House.

A drafting note for the Guarantee and indemnity: corporate guarantor, specific liabilities. The borrower whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: director's guarantee, specific liabilities. A personal guarantee given by the director of a company of the specific liabilities of that company. The borrower is a company incorporated in England and Wales. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note for the Guarantee and indemnity: individual guarantor, specific liabilities. A personal guarantee given by an individual guarantor for the specific liabilities of a corporate borrower. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower. If the individual is a director of the borrower, use Standard document, Deed of guarantee and indemnity of a company's liabilities given by a director: specific liabilities and its associated drafting note, Deed of guarantee and indemnity of a company's liabilities given by a director: specific liabilities: drafting note.

This drafting note accompanies Standard document, Legal mortgage over property from a company securing specific monies (own liabilities) and explains the law behind, and commercial reasons for, the provisions in the standard document.

A drafting note to accompany and explain the legal issues and commercial reasons for the provisions in the Standard document, mortgage of shares and securities (certificated).

Drafting note to accompany the standard document, on demand performance bond.

Drafting note to accompany standard document, standby letter of credit.

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

This note contains a discussion of the legal background to, and purpose and legal effect of, a wide variety of generic contractual provisions commonly included in commercial agreements as standard provisions.

This drafting note accompanies Standard document, Debenture, and explains the law, and commercial reasons for, the provisions in the standard document.

Drafting note to accompany a deed of release from a fixed charge over assets being acquired by a buyer.

This drafting note should be read in connection with Guarantee and indemnity: corporate guarantor, all monies. The obligor whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

A drafting note to accompany and explain the legal issues and commercial reasons for the provisions in the Standard document, mortgage of shares and securities (certificated).

Drafting note to assist with use of the notice of general meetings (including AGMs) for listed companies.

A drafting note for a standard document novation agreement.

Drafting note to assist with use of Skeleton board minutes (transactional) from 1 October 2008.

A drafting note giving guidance on a boilerplate clause that seeks to exclude unintended rights of third parties arising under the Contracts (Rights of Third Parties) Act 1999 and otherwise.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

This drafting note provides guidance on the structure of the 2002 International Swaps and Derivatives (ISDA) master agreement (2002 master agreement) and the drafting of the schedule (schedule) to the 2002 master agreement. This note should be read with the 2002 master agreement and the schedule.

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

This drafting note accompanies Standard document, Debenture, and explains the law, and commercial reasons for, the provisions in the standard document.

A drafting note for the Guarantee and indemnity: corporate guarantor, specific liabilities. The borrower whose liabilities are guaranteed is a company. This note includes key legal, negotiating and drafting issues for the guarantor, the lender and the borrower.

Drafting note to accompany the standard document, on demand performance bond.

Drafting note to accompany standard document, standby letter of credit.

Drafting note for standard form information memorandum disclaimer where the information memorandum is issued by the selling company rather than its financial adviser.

Drafting note for standard form information memorandum disclaimer where the information memorandum is issued by the selling company rather than its financial adviser.

Drafting notes to accompany the letter to HM Revenue & Customs seeking its view under the non-statutory clearance procedure. This drafting note was formerly known as Code of Practice 10 application: drafting note.

Drafting note for terms and conditions governing a contract between a wireless internet service provider and a customer, designed to give the customer's employees access to a network of wireless hotspots.

A drafting note giving guidance on boilerplate clauses that prevent a party from issuing press releases or other public documents about a transaction without the approval of the other parties.

Drafting notes to accompany a confidentiality agreement in which two parties agree to keep information confidential.

A drafting note for the standard confidentiality agreement from the perspective of the recipient of the confidential information.

Drafting note for the Standard document confidentiality agreement on a private acquisition (shares or assets). This note includes key legal, negotiating and drafting issues for the buyer and seller.

Drafting note for the standard document confidentiality agreement for use in a cross-border private company or business acquisition. This note includes key legal, negotiating and drafting issues for buyer and seller.

Drafting note for a confidentiality letter agreement for use by a prospective licensor of know-how prior to commencing negotiations with a prospective licensee.

Drafting note to accompany a generic short form confidentiality letter that is intended to be used where one party wishes to disclose confidential information to the other party in the context of a possible deal or collaboration between the parties. If the information to be disclosed is particularly sensitive, consider using a long form confidentiality agreement.

Guidance notes for a licence and confidentiality agreement, intended for use by a company that sells standard software programs which users may want to evaluate before they commit to taking a licence of the software for use in their business.

Guidance notes for a licence of rights and a confidentiality agreement, for use by a company that sells software which users must then interface with custom software provided by a third party.

Drafting note for a Letter agreement under which a company agrees to receive ideas which are being submitted on a non-confidential basis.

Drafting note to accompany Standard document, Patent [and know-how] licence agreement, which is drafted in favour of the licensor and grants the licensee the right to manufacture and sell patented products, with an optional licence to know-how and optional provision of technical assistance. 

Drafting notes for a specimen assignment of copyright.

Drafting note to accompany an assignment of intellectual property rights, including points to note for both the assignor and the assignee.

Drafting notes for a specimen copyright licence, drafted from the perspective of the licensor, for use where an artist is granting a licence to reproduce artwork on a product.

Drafting notes for a specimen licence of industrial designs drafted in favour of the licensor, for use where copyright, registered designs or design right (or any combination of those rights) in respect of materials are licensed for the manufacture and sale of products to specifications set out in such materials.

Drafting notes for a specimen agreement by which the author of a copyright literary, dramatic, musical or artistic work, or the director of a copyright film, waives his rights to be identified as the author or director of the work in question and/or his right to object to derogatory treatment of the work.

Drafting note to accompany the standard consent clauses to receive unsolicited direct marketing material.

A set of guidance notes on standard clauses for use in a service agreement which involves the processing of personal data by the service provider on behalf of the customer, drafted from the provider's perspective and on the assumption that English law applies.

Drafting note to accompany a release to authorise the use of photographs featuring a member of the public.

Guidance on a short-form privacy notice intended to be used by website operators and providers of mobile communications services and applications in conjunction with the Standard document, Privacy policy.

A drafting note providing guidance on the standard contractual clauses (adopted by European Commission Decision 2004/915/EC on 27 December 2004) for the transfer of personal data from data controllers in the EU to data controllers in jurisdictions outside the European Economic Area (controller-to-controller transfers). The standard contractual clauses are one of several mechanisms approved by the European Commission to ensure adequate safeguards for personal data transferred from the EU to countries which the European Commission has not found to offer adequate protection for personal data. This drafting note is an unofficial document which has been prepared by PLC IPIT & Communications without input from the European Commission, the UK Information Commissioner or any other EU or UK data protection authority.

A drafting note to accompany an assignment of rights in designs, including design right, registered designs and copyright in designs.

Drafting note for a standard letter of claim (previously known as a "letter before action") with undertakings attached, to be used in relation to infringement of unregistered designs.

Drafting notes for a specimen licence of industrial designs drafted in favour of the licensor, for use where copyright, registered designs or design right (or any combination of those rights) in respect of materials are licensed for the manufacture and sale of products to specifications set out in such materials.

A drafting note detailing the Ministry of Justice's standard form correspondence for use in dealing with Freedom of Information Act 2000 information requests and providing links to the relevant PLC guidance.

A drafting note looking at mediation procedures and model clauses issued by the Centre for Effective Dispute Resolution (CEDR).

A note giving guidance on boilerplate clauses that permit or prevent assignment or any other form of transferring contractual rights and obligations.

A drafting note giving guidance on a boilerplate clause that deals with the liability of co-obligors. The note deals with the law in relation to obligations assumed by co-obligors, drawing a distinction between the terms joint and several liability, joint liability and several liability and explaining the situation if no contractual provision is made.

A drafting note giving general background on the law relating to confidential information and guidance on specimen boilerplate confidentiality clauses.

A drafting note giving guidance on a specimen clause dealing with the consequences of termination of an agreement.

A drafting note giving guidance on a boilerplate clause that clarifies that separate copies of the agreement may be executed by different parties and each copy will be considered to be an original.

A drafting note to accompany the deed of assignment of contract.

A drafting note to accompany a standard clause providing a basic dispute resolution framework for parties to a commercial agreement.

Guidance on the execution of documents by corporations outside the Companies Act, such as local authorities, building societies and certain charities.

Drafting guidance in relation to the execution of deeds and documents by unincorporated associations.

A drafting note giving guidance on a boilerplate clause that suspends performance of obligations where a party is prevented from performing by events outside its control.

A drafting note covering the reasons for governing law and jurisdiction clauses with drafting guidance.

A drafting note giving guidance on a boilerplate clause seeking to persuade a court to exercise its discretion and grant the equitable remedies of specific performance or injunction.

A drafting note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998 and the 2011 Late Payments Directive.

A note on the considerations when deciding whether to undertake arbitration to settle a dispute, outlining the difference between administered and ad hoc arbitration.

A drafting note giving guidance on a boilerplate clause for use where an agreement may be translated into a language other than the one in which it was drafted.

Drafting note for a standard clause agreeing to pay liquidated damages for a specified breach.

A drafting note to accompany the notice of assignment of a contract.

A drafting note giving guidance on a boilerplate clause that specifies how notices should be given and where they should be served, and which sets out when they are deemed to be received. The note also covers statutory provisions dealing with the service of notices and refers to rules for service of documents in relation to court proceedings.

A drafting note to accompany the short-form letter agreement to novate a contract.

These drafting notes relate to the standard form power of attorney.

A drafting note explaining boilerplate clauses creating or limiting contracting parties' rights to set off monetary cross-claims against each other.  It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off.

A drafting note giving guidance on a boilerplate clause dealing with termination of an agreement on breach or insolvency of a party.

A drafting note giving guidance on a boilerplate clause providing that specified contractual time limits give rise to a right of termination if missed.

A drafting note giving guidance on a boilerplate clause seeking to preserve a party's rights if that party fails to take action in respect of a breach of contract.

Drafting note to accompany an assignment of intellectual property rights, including points to note for both the assignor and the assignee.

Drafting note for standard clauses, IP and IT warranties: Share purchase agreement: short form: simultaneous exchange and completion.

Drafting notes for the Standard clauses: IP and IT warranties: asset purchase agreement. For a full set of warranties to be used on an asset purchase, see Standard document, Asset purchase agreement.

Drafting note for Standard clauses, IP warranties: share purchase agreement: auction sale.

A drafting note which gives guidance on the specimen agreement for the purchase of IT services, drafted from the customer's perspective.

Drafting notes for a specimen assignment of the intellectual property rights in fully-developed software where the assignment is entered into as part of a larger corporate transaction, drafted from the assignee's perspective and on the assumption that English law applies.

A drafting note giving guidance on conditions for the use of a click-wrap licence agreement in respect of off-the-shelf software, drafted from the software licensor's perspective and on the assumption that English law applies.

A drafting note which gives guidance on the specimen conditions for the purchase of IT equipment, drafted from the purchaser's perspective.

A drafting note which gives guidance on the specimen conditions for the supply of IT services, drafted from the supplier's perspective.

Guidance notes for a letter agreement containing confidentiality provisions and a licence of rights, for use by a company that sells low-cost standard software programs which users may want to evaluate before they commit to licensing and installing the software for use in their business.

Notes relating to IT-specific aspects of consultancy, intended to be read in conjunction with the non-industry-specific consultancy agreement and its accompanying drafting note.

Commentary on specimen Invitation to tender to be used by the customer to send to suppliers in order to seek proposals from suppliers for outsourcing services. The Invitation to tender has been prepared for use in the private sector. Public procurement rules must be considered in relation to tender documents issued by the public sector. For more information in the context of IT procurement, see Practice note, Public procurement of ICT.

Guidance notes for a confidentiality agreement for use where a consultant is being hired to do a simple, one-off IT-related job which involves disclosure of confidential information.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

Drafting note for a suggested policy statement on the use of open-source software within an organisation.

This drafting note relates to the Outsourcing agreement: shorter form, a specimen outsourcing agreement which is primarily for use in relation to the outsourcing of less complex, non-IT or non-IT-enabled services. The agreement is designed for use where the services are being outsourced for the first time on a long-term basis and covers the transfer of employees to the supplier, and the transfer of assets where appropriate. The note contains commentary from both the supplier's and the customer's perspective. Where the services that are being outsourced are IT or IT-enabled services or other complex services (including for the most part, most business process or financial services outsourcing arrangements), the Outsourcing agreement: long form should be used.

Commentary on specimen parent company guarantee guaranteeing the obligations of the supplier providing services under an outsourcing agreement. The guarantee is drafted from the perspective of the customer who requires the financial and performance obligations of the supplier under an outsourcing agreement to be guaranteed by the supplier's parent or other company.  

Commentary on specimen Request for information to be used by a customer seeking information from suppliers in relation to outsourcing services at the outset of a project before the customer's detailed requirements and approach have been ascertained.

This drafting note provides guidance on the use of the standard single licensee software escrow agreement issued by the NCC Group, and has been produced independently of the NCC Group. The particular NCC Group agreement to which this drafting note relates is for use only where the source code is deposited at the request of a single user. The NCC Group's website contains a range of other standard contracts that can be used in other situations, including a multiple licensee escrow agreement.

Guidance notes on an agreement for the supply of software applications and platforms which are hosted remotely by the supplier and made available to the customer via the internet, drafted from the point of view of the supplier.

A commentary on an agreement, drafted from the point of view of the supplier, in which a software provider agrees to supply and install new software, to license the intellectual property rights in it and to maintain it.

Drafting notes for a specimen agreement for the licence of fully-developed software, drafted so as to highlight provisions that may be desirable from the supplier's point of view.

Drafting notes for a specimen agreement for the provision of maintenance services by the supplier of the relevant software, drafted so as to highlight provisions which may be desirable from the supplier's point of view.

A commentary on an agreement in which an IT provider agrees to supply and install a new IT system, including some or all of the following elements: integration services, software, hardware, licence of intellectual property rights, and ongoing support and maintenance services.

A drafting note giving guidance on conditions for the use of a web-wrap licence agreement in respect of off-the-shelf software, drafted from the software licensors' perspective and on the assumption that English law applies.