| Accommodation clause and licence to occupy A clause for insertion into an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) requiring the employee to occupy a premises provided by the employer and creating a service occupancy. If a separate service occupancy agreement is required, use Standard clause, Accommodation clause where there is a service occupancy agreement and Standard document, Service occupancy agreement. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Accommodation clause where there is a service occupancy agreement A standard clause for insertion into an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) requiring the employee to occupy the employer's premises during the employment and to enter into a service occupancy agreement such as Standard document, Service occupancy agreement. If a separate service occupancy agreement is not appropriate, use Standard clause, Accommodation clause and licence to occupy. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Additional standard clauses: contracts of employment A list of additional standard clauses that can be inserted into an employment contract for a junior or senior employee. |
| Annualised hours clause Specific clauses for an employee who works on an annualised hours basis for insertion in Standard document, Employment contract for a junior employee, or which could be adapted for insertion in Standard document, Employment contract for a senior employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Anti-corruption and bribery clause A clause for insertion in an employment contract (for example, Standard document, Employment contract for a junior employee) providing for the employee's compliance with an anti-corruption and bribery policy. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Asset purchase agreement: employment provisions Provisions relating to employees (including warranties and indemnities) for inclusion in an asset purchase agreement where the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Benefits schemes clause A simple clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with life insurance, private medical insurance and permanent health insurance. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Board minutes: declarations of interest: 1 October 2008 Specimen wording for board minutes of meetings held on or after 1 October 2008 recording: The declaration of an interest in a proposed transaction or arrangement by a director under section 177 of the Companies Act 2006. The declaration of an interest in an existing transaction or arrangement by a director under section 182 of the Companies Act 2006. The declaration of an interest by a director by written notice under section 184 of the Companies Act 2006. The giving by a director of a general notice of his interests under section 185 of the Companies Act 2006. |
| Bonus clauses (discretionary) Alternative non-contractual bonus clauses for inclusion in an employment contract (for example, the Employment contract for a junior employee or the Employment contract for a senior employee) where there is no separate bonus schedule. The first alternative is a non-contractual bonus clause where the employer reserves an absolute discretion. The second alternative is a non-contractual bonus clause where the employer reserves partial discretion. |
| COT3 wording Wording to be included on the form COT3 when a settlement of employment claims is conciliated though an Acas conciliation officer. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Car allowance clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with provision of a car allowance to an employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Car clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with provision of a car for an employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Casual employee clauses Specific clauses for a casual employee for inclusion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Change of control clauses A number of alternative clauses which may be included in an employment contract (for example, Standard document, Employment contract for a senior employee), providing that, where there is a change of control of the employing company, the employee will receive enhanced notice or a lump sum payment in certain circumstances. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Confidentiality clause (long-form) A detailed long-form confidentiality clause to be inserted into an employment contract (such as Standard documents, Employment contract for a junior employee, Employment contract for a senior employee or Director's service agreement). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Conflicts of interest (private company): specimen article Specimen wording for private company article enabling directors to authorise conflicts pursuant to section 175 of the Companies Act 2006. |
| Data protection clause A clause to be inserted into an employment contract dealing with consent by the employee under the Data Protection Act 1998 to the processing by the employer of personal data and sensitive personal data relating to the employee. It also has optional wording for use where the employer has a data protection policy. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Director clauses (private and listed companies) Clauses to be inserted into a service agreement or employment contract (for example, the Employment contract for a senior employee) where the employee is an executive director on the board of the company. The clauses also contain specific provisions for listed companies, which can be removed if the company is privately-owned. For a contract that already incorporates these clauses, see Standard document, Director's service agreement. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing and printing options. |
| Employee monitoring clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with the employee's consent to monitoring by the employer of the employee's use of the employer's telecommunications or computer systems. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Fixed-term employee clauses A clause for inclusion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) where an employee is to be employed for a fixed-term. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Garden leave clause A clause to be inserted into an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) or separate agreement giving the employer the right to require the employee to stay at home during the notice period. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Homeworker clauses Specific clauses for an employee who works from home for inclusion into an employment contract, for example Standard documents, Employment contract for a junior employee or Employment contract for a senior employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Intellectual property clause for employment contract (long-form) A long-form intellectual property clause to be inserted into an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) that may be appropriate to use for an employee who is employed in a creative role such that the employer will need additional protection with regard to intellectual property rights. |
| Intellectual property clause for employment contract (short-form) A short-form intellectual property clause to be inserted into an employment contract that may be appropriate for a junior or senior employee who is not principally involved in a creative role. |
| Intellectual property clause in a consultancy agreement with an individual or service company A clause for use in a consultancy agreement between an individual consultant or service company, and another company with which that individual or company is contracting to provide services. The clause assigns intellectual property rights in materials that the consultant (or service company) creates in the course of providing the consultancy services. |
| Job sharing clause Clauses for insertion in an employment contract providing for a job share arrangement between two employees. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Lay-off and short-time working clauses Clauses for insertion in an employment contract (for example, Standard document, Employment contract for a junior employee) allowing the employer to respond to circumstances such as a downturn in work by laying the employee off (providing no work and no pay) or imposing short-time working (a reduction in hours and pay) on a temporary basis. Long-form and short-form alternatives are given. |
| Life assurance clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with provision of life assurance for an employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Mandatory Arbitration of Employment-related Claims (California) This Standard Clause provides sample language for a California-compliant mandatory arbitration provision of employment-related claims. It can be used as a stand-alone provision or incorporated into a written employment agreement or employee handbook. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Model Section 409A Employment Agreement Provisions These Standard Clauses set out provisions commonly included in executive employment agreements to ensure that payments comply with Section 409A of the Internal Revenue Code or are structured to fit within one of Section 409A's exceptions. Common exceptions include the short-term deferral exception and the separation pay exception. These Standard Clauses have integrated drafting notes with important explanations and drafting tips. |
| Non-compete Provision (California) This Standard Clause provides sample language for a California-compliant non-compete provision in connection with the merger or sale of a business, including its goodwill, as authorized by Sections 16600 to 16602.5 of the California Business and Professions Code. It can be used as a stand-alone provision or incorporated into a written agreement with the seller of a business entity. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Non-solicitation of Customers (California) This Standard Clause provides sample language for a California-compliant non-solicitation of customers provision. It can be used as a stand-alone provision or incorporated into a written agreement with current or departing employees. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Non-solicitation of Employees (California) This Standard Clause provides sample language for a California-compliant non-solicitation of employees provision. It can be used as a stand-alone provision or incorporated into a written agreement with current or departing employees. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Outside interests clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) restricting an employee's freedom to undertake other activities during employment. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Outsourcing agreement: employment provisions Provisions relating to employees for inclusion in an outsourcing agreement where the services are being outsourced for the first time on a long-term basis. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Paid overtime clause Optional clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) where an employee is paid to work overtime. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Part-time employee clauses Clauses for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) where an employee is to be employed on a part-time basis. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Payment in lieu of notice clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a senior employee or Employment contract for a junior employee) giving the employer the discretion to make a payment in lieu of notice (PILON), and so terminate an employment contract with immediate effect without breaching the contract. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Pensions clauses A number of alternative pension clauses for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) for use with different types of pension benefit and where there is no pension entitlement. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Permanent health insurance clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with provision of permanent health insurance for an employee and consequential provisions for insertion in other clauses of the Employment contract for a senior employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Private medical insurance clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) dealing with provision of private medical insurance for an employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Professional qualifications clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) obliging the employee to hold the qualifications necessary for employment in a particular role. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Purchase Agreement: Labor and Employment Representations and Warranties A form of representation and warranty in a purchase or merger agreement as to labor and employment matters. This representation and warranty can be used in connection with an asset purchase, stock purchase, merger or auction. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Relocation expenses clause A clause in which the employer agrees to contribute towards the employee's relocation expenses, to be inserted in an employment contract (for example, Standard documents, Employment contract for a senior employee or Employment contract for a junior employee). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Repayment of training costs clause A clause providing for an employee to repay some or all of the costs associated with attending training courses. This can be inserted into an employment contract, for example Standard documents, Employment contract for a junior employee or Employment contract for a senior employee. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Resolution (board) to approve funding to director for expenditure on company business Under section 204 of the Companies Act 2006 (which came into effect on 1 October 2007, along with the other provisions on loans to directors in Chapter 4 of Part 10), a company does not need the prior approval of members under section 197, 198, 200 or 201: to provide a director of the company or of its holding company, or a person connected with any such director, with funds to meet expenditure incurred by him or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or to enable any such person to avoid incurring such expenditure, provided the aggregate of the value of the transaction and the value of any other relevant transactions or arrangements (within the meaning of section 204(2)) does not exceed £50,000. This is a specimen board resolution to be used for the grant of funds for the purposes of company business. For background on loans to directors, see Practice note, Loans to directors: Companies Act 2006.For template board minutes see Standard document, Skeleton board minutes: 1 October 2008 and the related drafting note. The board minutes will, in particular, have to: note receipt of a declaration of interest in the provision from the relevant director (under section 177 of the 2006 Act and the relevant article); recite why the provision is being made; and note the directors have checked the articles and there is no reason why the provision cannot be made. Th |
| Resolution (board): approval of a small amount to a director Under section 207(1) of the Companies Act 2006 (which came into effect on 1 October 2007), a company does not need prior shareholder approval to make a loan to a director of the company, or of its holding company, if the aggregate value of the loan and of any other relevant transactions or arrangements (within the meaning of section 207(1)), does not exceed £10,000. This is a specimen board resolution to be used for the grant of a loan of a small amount to a director. For background information on loans to directors, see Practice note, Loans to directors: Companies Act 2006. For template board minutes see Standard document, Skeleton board minutes: 1 October 2008 and the related drafting note. The board minutes will, in particular, have to: note receipt of a declaration of interest in the loan contract from the relevant director (under section 177 of the Companies Act 2006 and the relevant article); recite why the loan is being made; and note the directors have checked the articles and there is no reason why the loan cannot be made. The directors will also have to consider how, if at all, the minutes should reflect the factors they have to consider to ensure they have met their duty under section 172 of the Companies Act 2006. |
| Resolution (member): compensation payment to a director Under sections 215-222 of the Companies Act 2006, it is unlawful for a company to make to a director or former director any payment by way of compensation for loss of office or as consideration for or in connection with his retirement from office without particulars of the proposed payment being disclosed to the members of the company and the proposal being approved by the company in general meeting, unless the payment is a bona fide payment of damages for breach of contract or a pension payment in respect of past services. This is a specimen resolution to be used by a company to give approval to a compensation payment which is not a bona fide payment by way of damages for breach of contract or by way of a pension in respect of past services. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution).For further background on compensation payments to directors, see Practice note, Transactions with directors and for information about the changes to be made under the Companies Act 2006, see Practice note, Transactions with directors: Companies Act 2006. |
| Resolution (member): director's period of employment in excess of two years Specimen members' resolution, pursuant to section 188 of the Companies Act 2006 to approve a term in an agreement whereby a director is to provide services to the company or any of its subsidiaries for more than two years and under which the company cannot terminate the employment by notice or can only do so in specified circurmstances. Prior shareholder approval is required. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution).Listed companies should note that provision B.1.6 of the Combined Code suggests that notice periods and service contracts for directors should be set at one year or less.Before such a the resolution is passed, a written memorandum setting out the proposed agreement incorporating the term must be either sent with the written resolution or, where the resolution is to be put before a general meeting, available for inspection by the shareholders at the company's registered office for not less than 15 days ending with the date of the meeting and at the meeting itself (section 188(5), Companies Act 2006). The director no longer needs to declare an interest in the contract to the board, if, or to the extent that, his interest concerns terms of his service contract that have been or are to be considered by a meeting of the directors, or by a committee of the directors appointed for the purpose under the company's constitution, and the interest arises on |
| Resolution (member): power to directors to authorise conflicts (private company) Specimen shareholders' resolution pursuant to paragraph 47(3)(b) of Part 3 of Schedule 4 of the Companies Act 2006 (Commencement No 5, Transitional Provisions and Savings) Order 2007, giving the directors of a private company incorporated prior to 1 October 2008 the authority to authorise conflicts of interest under section 175 of the Companies Act 2006. |
| Resolution (member): substantial property transaction Specimen members' resolution approving a substantial property transaction.Sections 190-196 of the Companies Act 2006 (2006 Act) cover substantial property transctions between a company and:- one of its directors or a director of its holding company; and- any person connected with such a director (see sections 252-255 of the 2006 Act). Section 191 defines substantial as an asset which:- exceeds 10% of the company's asset value and is more than £5,000; or- exceeds £100,000.Substantial property transactions require approval from members. Shareholder approval can be given:- before the transaction is entered into; or- after the transaction has been agreed provided the transaction is conditional on members' approval being granted. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution).For further information, see Practice note, Substantial property transactions: Companies Act 2006.Companies subject to LR 11 of the FSA's Listing Rules (typically a UK company with a primary listing of equity securities on the LSE's Main Market) should note that a transaction that requires approval under section 190 of the 2006 Act may also constitute a related party transaction under LR 11: see Practice note, Listed and public company issues: acquisitions. |
| Restrictive covenant clauses Clauses to be inserted into an employment contract restricting an employee's activites after termination of employment. The clauses may also be used in a simple agreement or deed. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Retirement clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) providing for automatic termination of employment once the employee reaches the fixed (compulsory) retirement age set by the employer. It should only be used where the employer can objectively justify compulsory retirement of employees, and in fact is not necessary even in those situations, since termination on notice may be preferable to automatic termination. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Safe Harbor Provision under GINA This Standard Clause provides safe harbor language under the Genetic Information Nondiscrimination Act of 2008 (GINA) that should be included in a request for employee medical certification to a healthcare provider seeking information about an employee's medical condition or fitness for duty. It can be included in a cover letter accompanying the medical certification request or as an addendum to the request. This Standard Clause has integrated drafting notes with important explanations and drafting tips. |
| Safeguarding children and vulnerable adults: standard clause for public sector service contracts A standard clause for use in public sector service contracts reflecting the obligations in the Safeguarding Vulnerable Groups Act 2006 (SVGA). The drafting notes indicate proposed changes to the SVGA, as set out in the Protection of Freedoms Bill. |
| Share purchase agreement: employment provisions The provisions relating to employees (including warranties and indemnities) that should be inserted into a share purchase agreement. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Shift work clauses Clauses for inclusion in an employment contract, for example Standard document, Employment contract for a junior employee, where an employee works on either a fixed or occasional shift basis. There are an infinite variety of different shift patterns and pay structures which cannot all be covered in a standard clause. These clauses therefore suggest a basic model which can be adapted to the client's specifications. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Sponsor obligations: information to be obtained from migrant employee A clause to be inserted into the employment contract of a migrant employee, requiring the migrant to notify the employer of certain information, to enable the employer to comply with its obligations as a sponsor. |
| Standard local authority TUPE and pensions clauses Standard TUPE and pensions clauses for inclusion in a service contract between a local authority and a service provider relating to the transfer of local authority employees who are members of the local government pension scheme (LGPS). These clauses are loosely based on the Local Partnerships Workforce Matters in Local Authority Public Private Partnership Agreements© Public Private Partnerships Programme 2006, see Local Partnerships: Workforce matters in local authority public private partnership agreements, but have been reduced in size in proportion to the more common length of an outsourcing agreement. The drafting note to clause2.3 covers redundancy situations. |
| Swedish derogation clauses for insertion into an employment contract between an employment business and an agency worker Clauses to include in a "pay between assignments" contract between an employment business and an agency worker that comply with regulations 10 and 11 of the Agency Workers Regulations 2010 (SI 2010/93). Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Term-time working clause Clauses for insertion into Standard document, Employment contract for a junior employee, or which could be adapted for insertion into Standard document, Employment contract for a senior employee, providing that the employee will only work during school term times. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Warranty as to freedom to work clause A clause for insertion in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) in which the employee warrants that they will not be in breach of any obligations in entering into the employment contract. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Working overseas clause Clauses to be used in an employment contract (for example, Standard documents, Employment contract for a junior employee or Employment contract for a senior employee) when an employee is required to work outside the UK for a period of one month or more. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |