Agreement meaning

Checklist This Checklist is chiefly intended primarily for customers (licencees). It provides an overview of the key terms commonly and usually found in a supplier agreement to licence ‘on‑premise’ software installed on the customer’s own infrastructure. For issues related to the licensing and deployment of software as a service (SaaS), see Practice Note: Cloud computing—introduction and Precedent: Software as a service (SaaS) agreement—pro-customer, accordingly. For further reading and template documents relating to this Checklist, see the following: Practice Note: Key issues in software licence agreements Practice Note: Warranties and indemnities in software licence agreements Precedent: Software licence—pro-customer Precedent: Software licence—pro-supplier Negotiation guide—IT contracts Further information Notes (if any) Grant and scope of licence Is the software described clearly and adequately? The customer should be clear about what it is contracting for. There may also be warranties from the supplier that the software will perform as described. Who is permitted to use the software?...

This Checklist outlines the practical considerations for a franchisor when launching an international franchise. A franchisor may wish to grow its network abroad to tap new territories and emerging markets, usually by entering into an international franchise agreement or an international development agreement. Nevertheless, the agreement and the structuring of the international arrangement can also present challenges and complications. This Checklist identifies some of the practical issues that a franchisor planning to expand overseas might encounter. Issues The franchise agreement will state that the franchisee must run the business in line with the franchisor’s operations manual. However, the business method described in that manual may not have been piloted or proven in the overseas territory. It will have been devised on assumptions tailored to the local market. A franchisee may therefore struggle to implement the method in the overseas territory if reliant on those assumptions. A franchisee is often contractually obliged to use the marketing material supplied by the franchisor under the agreement...

How to use this Checklist This Checklist flags issues that frequently emerge when negotiating and drafting the following agreement types: Design licence—pro-licensor Design licence—pro-licensee For further reading on design licensing, see these Practice Notes: Introduction to designs UK registered and unregistered designs Licensing intellectual property rights For example character merchandising agreements, consult the Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. For details of the key terms commonly found in a manufacturing agreement and designs licence, see: Manufacturing agreement and design licence—checklist. This Checklist can also, where appropriate, operate as the foundation for a straightforward non-binding heads of terms. For guidance on doing so, see Precedent: Heads of terms—commercial contracts. For support on negotiating an IP licence clause, refer to Practice Note: Negotiation guide—intellectual property licence clause. Checklist schedule for proposed licence of designs Points to consider • Further information • Notes (if any) (A) Key commercial considerations...

This Checklist is intended for situations where: a leasehold property is being purchased and the tenant (or a predecessor in title) entered into an agreement for lease prior to completion of the lease; or a reversionary interest is being bought and the reversioner (or a predecessor in title) entered into an agreement for lease before completion of an existing occupational lease, or an agreement for lease remains in place pending completion of a lease. In each case, the agreement for lease predates completion of the relevant lease. You should confirm whether any outstanding or continuing obligations in the agreement for lease (eg to rectify defects or undertake works) will bind the purchaser. Any surviving obligations that bind successors in title could adversely affect the property’s investment value. Note that this Checklist is not comprehensive and, depending on the nature of the transaction, other issues may arise from the agreement for lease and require consideration. This Checklist also does not address limitation periods...

STOP PRESS: This document is being revised to take account of the Data (Use and Access) Act 2025 (DUAA 2025), which updates the UK GDPR and the Data Protection Act 2018. For more on the compliance impact of DUAA 2025, see Practice Note: Data (Use and Access) Act 2025—compliance implications... This Flowchart steers you through the lawful mechanisms for sending personal data to a country outside the UK, for example: an adequacy decision or regulation appropriate safeguards such as standard contractual clauses (SCCs) or the International Data Transfer Agreement (IDTA), or binding corporate rules (BCRs) a derogation Such transfers are barred by the data protection regime unless one of these tools is in place. These mechanisms exist to ensure data subjects remain protected when their personal data leaves the UK... The mechanisms follow a hierarchy, and this Flowchart helps you select the route most suitable for your organisation and processing operations... This Flowchart reflects the UK General Data...

Prepared with Anthony Shatz of Fladgate LLP, this flowchart outlines the steps to be taken and the key matters to consider for a transfer of shares in a joint venture company (JVC), where a right of first refusal (ROFR), together with drag along and tag along provisions, appear in the articles of association/shareholders’ agreement...

In this issue: Employment Rights Act 2025 Benefits Protected characteristics Confidentiality, duties and restrictions: enforcement Europe-EU New and updated content Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Employment Rights Act 2025 Welsh Government consults on establishment of a Social Care Negotiating Body The Welsh Government has opened a consultation on creating a Social Care Negotiating Body (SCNB) using powers in the Employment Rights Act 2025 (ERA 2025). The SCNB would be responsible for setting Fair Pay Agreements for Wales’s social care workforce. Feedback is invited on the organisation’s design, role and anticipated effects. Responses will inform the government’s understanding of sector perspectives on the SCNB, including the bargaining approach, who and what it should cover, dispute resolution, roll-out, as well as compliance and enforcement. The consultation closes on 28 April 2026. The exercise does not invite comments on the specifics...

Oswin v Otila; and Ondray Claim No ARB 032/2025 What was the background? This matter arose from a falling-out between Oswin (the Claimant) and Ondray (the Second Defendant) over how to run their joint venture company, Otila (the First Defendant). Oswin owned 49% of the First Defendant’s shares and Ondray 51%. The board could act only by unanimous vote, while shareholder resolutions required a 75% super-majority. When they were unable to agree on management and operations, the company became deadlocked. Their relationship was governed by a Joint Venture Agreement (JVA) dated 12 March 2019, which included an arbitration clause calling for DIFC-seated proceedings under the DIFC-LCIA Rules. The Claimant also operated a medical and hazardous waste facility under an Operations and Management Agreement due to expire on 21 August 2025. On 15 August 2025, the Claimant issued a Dispute Notice under clause 21.2 of the JVA, alleging that the Second Defendant was assuming strategic decision-making without proper authority—covering directions on renewal of the O&M Agreement, instruction of external...

KSY Juice Blends UK Ltd v Citrosuco GMBH [2024] EWHC 2098 (Comm) What are the practical implications of this case? The upshot of the ruling is that where a sale of goods contract stipulates that price is to be agreed, and it never is, the bargain cannot be enforced, since price is plainly a fundamental term of such an agreement. This is because the price of the goods is, quite clearly, an essential component of the contract itself. The judgment will interest both those who prepare sale of goods documentation and those involved in disputes where wording of this kind appears. One might assume that stating the price is to be agreed would, failing consensus, simply engage section 8 of the Sale of Goods Act 1979 (SGA 1979), so that the buyer must pay a reasonable sum. Yet, this decision in effect concludes that the statutory mechanism is displaced by a clause making future agreement the sole route to fixing price, which amounts to an agreement to agree...

For many years, virtually every disagreement about agricultural tenancies was sent to arbitration at the outset. The rationale was that questions concerning agricultural holdings often have a strong practical dimension, so arbitration was thought a more suitable forum than the courts. This reflected the earlier assumption that practical considerations predominated in such cases, making a court reference less apt back then. Over time, however, matters of considerable legal intricacy also came before arbitrators. With the enactment of the Agricultural Holdings (Scotland) Act 2003 (AH(S)A 2003), policy shifted, and the main route for resolving disputes about agricultural tenant issues is now referral to the Scottish Land Court. At the same time, arbitration procedures were streamlined, and alternative processes, eg mediation, were enabled. Although the Agricultural Holdings (Scotland) Act 1991 (AH(S)A 1991) still sets out distinct mechanisms for dispute resolution, AH(S)A 2003 has substantially reshaped them, so that the arrangements for resolving disputes under 1991 Act Tenancies are, in large part, aligned with those for 2003 Act Tenancies...

This Practice Note offers practical direction on the recently unveiled trade arrangement between the United Kingdom (UK) and the European Union (EU). Introduction On 19 May 2025, at the inaugural UK–EU Summit, the EU and UK revealed a new trade deal. Termed the Strategic Partnership, the arrangement is intended to build upon the Withdrawal Agreement, the UK–EU Trade and Cooperation Agreement and the Windsor Framework. For materials, see: For guidance on trade in goods under the UK–EU Trade and Cooperation Agreement, see Practice Note: Trade in goods under the UK–EU Trade and Cooperation Agreement. For guidance on trade in services under the UK–EU Trade and Cooperation Agreement, see Practice Note: Trade in services under the UK–EU TCA—an overview. For guidance on the Windsor Framework, see Practice Note: Joint Decision for Windsor Package to commence. The new deal is not yet finalised. Rather, the EU and UK have settled on a path for their negotiations towards a trade agreement. The...

What is a CVA? A company voluntary arrangement (CVA) is a form of insolvency that permits a company to enter a binding agreement with its creditors to compromise unsecured debts or otherwise agree how its affairs are handled. The directors continue to run the business, under the oversight of an insolvency practitioner. Retailers, particularly those with extensive property portfolios, frequently adopt so‑called ‘landlord CVAs’ to reset rental commitments and shut loss‑making stores. This note outlines how property law and landlord and tenant considerations may emerge under such a CVA. It highlights provisions commonly included in CVAs and explains how they tend to work in practice. Nevertheless, each CVA will vary according to the precise terms proposed. It is therefore vital to examine the CVA proposal carefully to assess its effect on creditors. This note does not provide detailed guidance on the mechanics of approving and implementing a CVA. For Practice Notes addressing the CVA procedure, see: Company voluntary arrangements—an introductory guide The CVA proposal and...

The Schedule 1 Definitions 1.1 In this Schedule: Adequate Procedures – must be interpreted in line with BA 2010 and any guidance issued under it; Associated Person – means any or all of: (a) the officers, employees, agents, subcontractors, subsidiaries, and individuals Associated With a party (Associates); and (b) persons Associated With any of those Associates, in every instance engaged in carrying out services for, or on behalf of, that party, the Services, and/or this Agreement; and Associated With – where used: (a) in paragraph 2 and in relation to bribery, is to be construed in accordance with BA 2010 and guidance issued under it; (b) in paragraph 4 and regarding the facilitation of tax evasion, is to be construed in accordance with Part 3 of CFA 2017 and guidance issued under it; (c) in paragraph 5 and as regards fraud, is to be construed in accordance with Part 5 of ECCTA 2023 and guidance issued under it; BA 2010 – means the...

This Agreement is dated [ date ] Parties [ insert name of the pursuer ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Pursuer) [ and ] [ ; ] [ insert name of defender ], a company registered in Scotland (no [ insert company number ]), whose [ registered office OR principal place of business ] is at [ insert address ] (the Defender). Each being a Party and, together, the Parties. Whereas (A) [ Insert details of the background to the dispute eg ‘The Parties entered into a contract for the supply of certain goods etc ]. (B) A dispute has emerged between the Parties regarding [ insert details of the dispute ] (the Dispute). (C) [ Proceedings were raised by the Pursuer against the Defender on [ date ] by way of [ Summons OR...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...

Under WTR 1998, workers get 5.6 weeks’ annual leave each year: a basic entitlement of four weeks’ leave (20 days for a standard full‑time worker) implementing article 7 of the Working Time Directive (WTD) an additional 1.6 weeks’ leave (eight days for a standard full‑time worker) created by domestic law only Understanding this distinction is important because: European Court of Justice case law concerns the WTD alone, so it applies only to the basic four weeks’ paid leave holiday pay is calculated differently for: the basic four weeks, and the additional 1.6 weeks The general rules as to the right to carry forward accrued holiday entitlement are that: the basic four weeks must be taken in the leave year earned and cannot be carried over (though an employer may choose to allow it) a relevant agreement may allow the additional 1.6...

Section 38 agreements These agreements fall under section 38 of the Highways Act 1980; refer to Practice Note: Highways—adoption agreements. There is no statutory route by which agreements can be ended or ‘cancelled’. However, a section 38 agreement may, in principle, be altered by a deed of variation, but this requires consent of all parties to the original agreement...

Section 17 of the Landlord and Tenant (Covenants) Act 1995 (LT(C)A 1995) provides that: (1) This provision applies where a person (“the former tenant”) has, as a consequence of an assignment, ceased to be the tenant under a tenancy, but either: namely that (a) in the context of a new tenancy, has, under an authorised guarantee agreement, guaranteed his assignee’s performance of a tenant covenant of that tenancy under which any fixed charge is payable; or (b) in relation to any tenancy, still remains obliged by that covenant under that tenancy, notwithstanding assignment...