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Direct Agreement meaning

What does Direct Agreement mean?
A direct agreement is a contract used in project finance, PPP/PFI and construction to give a funder or public authority a direct relationship with a contractor, key sub-contractor or consultant (the promisor). It is a descriptive market term, not defined by statute or case law, and its use is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland. Typically executed as a deed in England and Wales, Northern Ireland and Ireland (and as a formally executed written agreement under Scots law), it grants the beneficiary (for example the Authority or the lenders) direct rights and remedies if the promisor’s works or services are defective or if the project agreement is at risk. Key features usually include: notice of default; cure periods; step-in rights to take over performance or appoint a replacement; restrictions on termination without notice; collateral warranties; consent to assignment; and novation to a replacement project company. The agreement sits alongside the building contract, consultancy appointment or sub-contract within a PFI/PPP or wider project-finance structure. Its practical significance is lender and Authority protection: it preserves project continuity on contractor default and provides a clear route to enforce performance and recover loss directly from the promisor.
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View the related Checklists about Direct Agreement

CHECKLISTS
UK online advertising T&Cs: lawyers' checklist for reviewing publisher-advertiser (Programmatic Direct) deals, including impressions, makegoods, pricing models, brand safety, data protection (UK GDPR/DPA/PECR), liability and termination.

Checklist Use this Checklist when assessing online advertising terms and conditions, where a publisher (the owner of a website, app or other digital platform) sells advertising space on its platforms to advertisers (brands or advertising/media buying agencies acting for those brands) on a direct basis (Programmatic Direct). Where appropriate, this Checklist may operate as the starting point for straightforward, non-binding heads of terms. For direction on preparing these, see Precedent: Heads of terms—commercial contracts. For a specimen set of a publisher’s standard terms, see Precedent: Online advertising terms and conditions. As you work through the Checklist, the third column can be used to note observations or comments. Employ it to record notes while progressing through each item. Further information Notes (if any) Parties ☐ Verify each party’s legal status and whether the advertiser will contract in its own capacity or via an advertising agency. In some situations an advertiser will enter into the agreement itself; in others, it may appoint an...

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CHECKLISTS
Civil Settlement Agreements: Negotiation, Drafting, ADR, Part 36, 'Without Prejudice' and 'Subject to Contract', Tomlin Orders, Deeds and Third-Party Rights—Checklist (England and Wales)

When to seek settlement? This checklist flags common issues that can emerge when negotiating and drafting a settlement agreement. For step-by-step guidance on negotiating and preparing a settlement agreement, consult the following Practice Notes: How to agree and draft a settlement agreement (non-employment claims) Settling disputes—how to document a settlement Settling disputes—drafting the settlement agreement Keep settlement in mind at every stage of a dispute, including pre-action. Consider the full range of resolution routes, such as direct negotiation between the parties or their legal advisers, assessing whether a Part 36 offer is suitable, or engaging in assisted alternative dispute resolution (ADR), for example mediation. Following a rule change in October 2024, the court may now order parties to participate in ADR (see CPR 3.1(2)(o)). Review any contractual duties relating to settlement—such as a tiered dispute resolution clause—and ensure compliance with pre-action protocol requirements that encourage and facilitate settlement efforts. For additional context, see: Settling disputes—what, when and why settle?...

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NEWS
UK commercial law weekly: ASA rulings; CMA consultations (DMCCA, TTBER) and loyalty pricing review; key contract cases; Ofcom Online Safety guidance; procurement call-offs; EU CSDDD FAQ (1 August 2024)

In this issue: Advertising, marketing and sponsorship Agency and distribution Consumer protection Contracts E-commerce International Public procurement Supplier management LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Advertising, marketing and sponsorship ASA rulings—31 July 2024 The Advertising Standards Authority (ASA) has flagged the Person(s) unknown trading as Mendio Life for inquiry after insights from its Active Ad Monitoring system. A Meta promotion by Mendio Life for an acupressure clip asserted medical effects for a device lacking the necessary conformity marking and absent from the Medicines and Healthcare Products Regulatory Agency (MHRA) register. This decision sits within the ASA’s wider work on advertisements asserting treatment for prostrate issues, as part of a consumer-protection drive against such claims. The ASA also received a complaint about Nultqh GB’s Meta advert for a prostate patch, which advanced medicinal claims for an unlicensed item. The...

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NEWS
UKSC in Simkova: Universal Credit child element not a family benefit under Regulation 883/2004; inseverable from UC; no CJEU reference under the Withdrawal Agreement

Simkova v Secretary of State for Work and Pensions [2025] UKSC 41 What are the practical implications of this case? First, it is settled that EU nationals living in the UK, whose children reside in an EU member state, cannot receive the Universal Credit child element for those children. This holds even where the parent pays towards the children’s maintenance and support, notwithstanding the realities of cross‑border family life. Second, the judgment shows the courts continue to grapple with dense EU law even after Brexit, specifically in areas where the UK‑EU Withdrawal Agreement preserves direct effect. It underscores the ongoing need to interpret and apply those preserved rules when they bear on disputes arising in the domestic benefits system, for cases such as this. Third, this appeal did not give the Supreme Court an opportunity to define the scope of its discretion to seek a CJEU ruling on a question under Part Two of the Agreement concerning citizens’ rights. That discretion applies only to proceedings...

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NEWS
Singapore: SIAC administrative decisions—DMZ v DNA [2025] SGHC 31 confirms no back-door court appeals; seek institutional reconsideration first, with challenges reserved for the award.

DMZ v DNA [2025] SGHC 31 What are the practical implications of this case? Administrative acts by arbitral bodies can be susceptible to review where neither the institution’s rules, the lex arbitri, nor the arbitration agreement expressly or implicitly bar it. Such decisions must be taken lawfully, with respect for procedural fairness, the institution’s own rules, the applicable lex arbitri and the contractual terms governing the arbitration. Where an institution issues an administrative ruling that carries no right of appeal or review, a party aggrieved by that outcome ought to invite the institution to revisit its position under an express, or an implied, power to reconsider (paras [40]–[45]). Any court challenge is unlikely to succeed if the unhappy party failed first to request reconsideration by the institution. Instead of mounting a direct challenge where the rules foreclose one, parties may allow the decision to remain in place and seek measures to neutralise its consequences. Here, the court determined that the sole permissible route to contest the decision was to...

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View the related Practice Notes about Direct Agreement

PRACTICE NOTES
UK Film and Television Law Glossary: Terms C–D—copyright, collecting societies, broadcasting, distribution

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

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PRACTICE NOTES
NHS Provider Selection Regime: Standstill, Award, Contract Modifications, Urgent Procedures, Management and Termination

This Practice Note is the third in a three-part series on health care procurement under the Provider Selection Regime (PSR), brought into effect by the Health Care Services (Provider Selection Regime) Regulations 2023 (PSR Regs 2023), SI 2023/1348, effective from 1 January 2024. It addresses: standstill period contract award contract modifications urgent awards/modifications contract management termination Standstill period A contract arranged using the: direct award process C most suitable provider process competitive process framework agreement must not be concluded until the standstill period has ended. The standstill begins on the day after the notice of intention to make award is published on the central digital platform and must last for at least eight working days. This pause allows any service provider who is aggrieved, or who believes PSR Regs 2023 have not been observed, to send written representations to the relevant authority (RA), particularising their concerns, before the contract...

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PRACTICE NOTES
EU GDPR and M&A: practical guidance on due diligence, lawful bases and disclosures, data rooms, international transfers, warranties/indemnities and post-completion integration across the EEA

The impact of the EU GDPR on M&A transactions Overview of legislation and key M&A considerations The EU’s General Data Protection Regulation, Regulation (EU) 2016/679 (EU GDPR), took direct effect and became fully enforceable across all EU Member States on 25 May 2018. It delivered significant changes to EU data protection law and superseded Directive 95/46/EC (the Data Protection Directive). The EU GDPR regulates the processing of personal data, confers rights on data subjects whose information is handled, and imposes obligations on controllers and processors alike. It is a complex, principle‑driven regime. Seven core data protection principles underpin the EU GDPR, set out in Article 5, and controllers dealing with personal data must adhere to them. See Practice Note: EU GDPR—data protection principles. Personal data and technology are now central to most organisations, as the majority handle information relating to employees, customers/clients, suppliers and others. Data is a strategic and valuable corporate asset and can therefore be decisive to the valuation of a target group or...

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View the related Precedents about Direct Agreement

PRECEDENTS
Precedent: Scots law long-form boilerplate for commercial agreements (definitions, dispute resolution, notices, force majeure, third-party rights, counterparts, governing law and jurisdiction)

1 Definitions and interpretation 1.1 Within this Agreement: Affiliate – refers to any entity that, whether directly or indirectly, Controls, is Controlled by, or is under shared Control with, another entity; Business Day – means any day other than a Saturday, Sunday, or a bank or public holiday in Scotland; Control – signifies [ the beneficial ownership of more than 50% of a company’s issued share capital, or the lawful power to direct, or to cause the direction of, the company’s management OR has the meaning assigned in the Corporation Tax Act 2010, s 1124 ], and Controls and Controlled shall be construed accordingly; Dispute Notice – has the meaning set out in clause 2.2; Force Majeure – has the meaning set out in clause 6.1...

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PRECEDENTS
Contracting authority partner access clause—direct contracting with supplier, buyer authorisation, incorporation of terms, procurement compliance, reporting and rebate

Definitions Partner(s) • refers to EITHER: [ the following: [ insert names of partners ] OR those [ insert type of group, eg councils or academies in a geographical area or a type of public body ], as described in the Find a Tender service (FTS) Notice. ] The expression Partner(s) shall be understood accordingly. Partner Contract • denotes any arrangement, whatever its form, between the Supplier and the Partner(s) that stems from this Agreement. 1 Use of Agreement by Partner(s) The Supplier accepts and agrees that the Buyer has entered into this Agreement for its own benefit and for the benefit of the Partner(s). Beyond supplying the [ Goods OR Services OR Works ] to the Buyer under this Agreement, the Supplier shall also supply such [ Goods OR Services OR Works ] to any Partner that makes a request, PROVIDED THAT doing so shall not disrupt, compromise, or diminish the level of service the Supplier provides to...

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PRECEDENTS
Farm Business Tenancy (England and Wales): ATA 1995 short-term (up to two years) precedent with optional guarantor, insurance, early termination, and payment entitlement/quota provisions

1 Definitions Within this Agreement, certain expressions carry specific meanings. Illustrative terms include: AA 2020: the Agriculture Act 2020; ATA 1995: the Agricultural Tenancies Act 1995 Adjoining Property: Retained Land and nearby premises; Adjoining Property Rights: rights over the Holding benefiting such land Agreement: this instrument and any supplementary or collateral document Annual Rent: yearly sum payable from the Rent Commencement Date on Rent Days Authority: any statutory, public or local body, court, government department or duly authorised officers Conduits: media and equipment for carrying energy, data or substances Costs: losses, expenses, damages and liabilities Direct Payment: any BPS Payment or SFS Payment, as applicable Eligible Holding: parts of the Holding qualifying for a Rural Support Payment Forfeiture Event: designated insolvency processes, non-payment, or breach Genetically Modified Organisms: as defined by the Environmental Protection Act 1990, including modified or derived crops Holding: the identified property shown on the Plan Insured Risks: perils the Landlord...

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View the related Q&As about Direct Agreement

Q&As
Lease of Bare Land: Availability of Precedent Documents

We direct you to our Lexis®+ UK Property Precedent: Farm Business Tenancy Agreement, and to Farm business tenancy—bare land: Encyclopaedia of Forms & Precedents [453], within Encyclopaedia of Forms and Precedents, which provide all the clauses you are likely to require, depending on how comprehensive a lease you need...

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