Off-take agreement or off-take contract meaning

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the employee’s existing or potential claims? For any dismissal, is there a fair reason and has a fair procedure been followed? Is the employer in repudiatory breach? What is the employer initially...

How to use this Checklist This Checklist flags common matters that arise when negotiating and drafting agreements to transfer intellectual property rights (IPRs) in a website. Many of the same points are also pertinent to other types of transaction. Key commercial considerations technical and functional requirements defining the relevant IPRs any cross‑licensing arrangements the terms underpinning the transfer of rights rights held by third parties Use the third column to capture observations or remarks as you work through the Checklist. Checklist for the transfer of intellectual property rights in a website &x2610; Verify each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. &x2610; Confirm when the transfer becomes effective and whether it is contingent on any other agreements or events. &x2610; Confirm if the deal is a one‑off assignment of IPRs or if there will be ongoing licensing or support; where continuing...

Created in collaboration with 4 Pump Court. This Checklist highlights several principal matters a responding party ought to review on receiving a Notice of Adjudication. That review includes assessing whether grounds exist for a jurisdictional objection—if they do, the responding party must take particular actions so as not to forfeit its ability to advance the objection (either within the adjudication or later at enforcement). Further direction on jurisdiction can be found in Practice Notes: Grounds for a jurisdictional challenge in an adjudication and Making a jurisdictional challenge. Are there possible grounds to dispute the adjudicator’s jurisdiction? Initial points to consider include: the contract: is there a contract between the parties to the adjudication and has it been properly identified in the Notice of Adjudication? See Practice Note: The Notice of Adjudication (What should the Notice of Adjudication contain?) have the correct contracting parties been stated in the Notice of Adjudication? entitlement to adjudicate: ...

In this issue: Contract law PFI/PF2 contracts Construction industry news Daily and weekly news alerts New and updated content Construction trackers Contract law Compliance with a notification clause—does the other side know enough? (Drax v Scottish Power) In Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477, the Court of Appeal examined the contractual rules on notices of claim. These notification provisions are commonplace in share purchase agreements and, with growing regularity, in other forms of agreement. In essence, such clauses state that, before one party can bring a claim against the other, the claimant must first serve a notice of that claim on the counterparty. Non-compliance with the notification clause can render the claim unenforceable and expose it to being struck out and/or summarily dismissed. What, then, amounts to compliance? In this matter, the Court of Appeal indicated that it is sufficient if the recipient is provided with enough information...

The Software Incubator Ltd v Computer Associates UK Ltd Case C‑410/19 What are the practical implications of this case? The Court of Justice has issued the most recent ruling in a protracted dispute first considered by the High Court in 2016, arising out of an agreement that was terminated in 2013. The case will now return to the Supreme Court which, pursuant to Articles 86 and 89 of the UK/EU Withdrawal Agreement, is obliged to give effect to that judgment. Although the Supreme Court’s final position is still awaited, the decision is expected to carry major consequences for software resellers who, acting as commercial agents, may rely on the protections and remedies provided by the Commercial Agents Regulations, SI 1993/3053, irrespective of the format or medium through which software is supplied to customers. It is likewise important for principals that deploy resellers as a route to market for software made available chiefly by electronic means. Such organisations should take practical steps to measure and quantify any potential exposure to...

Campaigners have applauded the amendment to the Employment Rights Bill (ERB), laid before Parliament on the evening of 7 July 2025. They argue contracts intended to safeguard trade secrets have instead been deployed to mask unlawful conduct and mute victims of sexual harassment within workplaces and across sectors. Employment lawyers have long publicly backed tighter limits on unethical NDAs, yet privately worry about an outright prohibition in non‑commercial disputes and its broader ripple effects. On 8 July 2025 they cautioned that ministers should carefully weigh unintended effects of any ban and significantly boost funding for the tribunal system to handle a likely increase in harassment claims. David Greenhalgh, a partner at Excello Law, warned the reform 'may work counterintuitively' and prove 'detrimental in the short term for victims' if employers see no value in settlements that lack confidentiality in practice and meaningful closure. Greenhalgh said, in many cases, 'Not many employers will be open to accepting liability and reputational damage by agreeing to a settlement agreement without an NDA, and...

This Practice Note This Practice Note sets out a hands-on framework for dealing with disagreements about the proper construction of a contract. It draws on the principles of contractual construction contained in the following Practice Notes and should be considered alongside that guidance: Contract interpretation—the guiding principles Contract interpretation—rules of contract interpretation The situations in which such disagreements emerge are endlessly diverse. Yet, whether it surfaces as a client approaching you about an unforeseen demand from a contracting counterparty, or as the reply from a third party on whom you have served such a demand, the core refrain is the same—‘that’s not what was agreed’. Once that contention is made, practitioners will typically seek to conclude the dispute promptly and without resort to costly proceedings. A firm understanding of how a court would tackle the construction of the disputed term(s) will allow you to make assured decisions about whether it is in the client’s best interests to litigate if a satisfactory compromise...

Practice Note This Practice Note consists of two strands created to help dispute resolution practitioners remain up to date with developments in case law that affect their field, or which influence civil litigation procedure more generally: selected forthcoming appeals to the Supreme Court are highlighted below; see Key forthcoming appeals to the Supreme Court—2022 summaries of significant appeal decisions in England and Wales (ie rulings of the Court of Appeal and Supreme Court and, where appropriate, certain judgments of the Competition Appeal Tribunal, Judicial Committee of the Privy Council, Court of Justice of the European Union), and ECtHR, which we have covered; see: Key forthcoming appeal cases—2022 You can navigate this content using the table of contents in the left-hand margin. Alternatively, search this tracker using [CTRL]+[F]. This material is not intended to be a comprehensive register of every appeal or major decision relevant to dispute resolution practitioners. Key forthcoming appeals to the Supreme Court—2022 Tort and negligence ...

When deciding how a deed or contractual agreement should be signed, the execution block to use will vary according to: the type of document (for example, a contract or a deed) who is signing on behalf of the entity (the company itself, an administrator, liquidator, administrative receiver, receiver, nominee or supervisor) Type of document Broadly, documents fall into two groups: agreements/contracts, which require valuable consideration deeds, for which consideration is not needed Deeds are instruments that: state on their face that they are intended to take effect as a deed are properly executed as a deed Because deeds must be executed in the presence of a witness to be binding, they carry a stronger presumption of validity than instruments simply signed by the parties, or those under seal. The witness should ideally be independent (not the party’s solicitor, colleague, spouse, family member, or another party to the deed)...

This Agreement is entered into on [ insert date ] (the Commencement Date) by and between: Parties [ insert supplier name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Supplier); and [ insert customer name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer are the parties. Background The Supplier is [ an experienced software developer and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. The Customer is [ insert the Customer’s background details ]. Subject to this Agreement, the Supplier shall develop software for the Customer and will licence (or arrange...

Dated [ date ], this Agreement is entered into between the parties identified below. Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Customer) [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Supplier) Each of the Supplier and the Customer is a party; together, they are the parties. Background The Customer carries on the business of [ insert description ]. The Supplier conducts the business of providing [ insert description of services ] to other businesses. The parties have agreed that the Supplier will provide services to the Customer on the terms contained in this Agreement....

1 Definitions and interpretation 1.1 Within these Conditions, the terms below shall have the following meanings: Adequate Procedures – to be interpreted in accordance with BA 2010 and the guidance issued under it; Affiliate – any entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, another entity; Applicable Law – all applicable laws, legislation, statutory instruments, regulations, and governmental guidance having binding effect, whether local or national [ or international in any relevant jurisdiction ]; Associated Person – means any or all of: (a) a party’s officers, employees, agents, subcontractors, subsidiaries, and persons Associated With that party (the Associates); and (b) persons Associated With any of the Associates, in each case engaged in performing services for or on behalf of that party, the Services and/or the Contract; Associated With – when used: (a) in clause 10 and in respect of bribery, shall be read in accordance with BA 2010 and the guidance published under it; (b)...

Duty to participate in education and training until age 18 in England Sections 1 and 2 of the Education and Skills Act 2008 (ESA 2008) impose a duty on individuals in England to take part in education or training where they: are beyond compulsory school age have not yet turned 18, and have not achieved a ‘level three qualification’ (two A-levels, or other broadly comparable qualifications) Accordingly, anyone whose highest attainment is at level 2 must remain in education or training until they reach 18. This duty can be satisfied by the person choosing to: be in suitable full-time education or training participate in training under a contract of apprenticeship or an apprenticeship agreement, or be in full-time employment and undertake sufficient relevant education or training during each relevant period (as defined) Note that ESA 2008, ss 19–39, which would place specific obligations on employers of employees to whom the participation duty...

If an employee dismissed by reason of redundancy is invited to return to their former post, or to take up another position (with the same employer or an associated employer), and they resume work within four weeks of the previous employment ending, they are treated as not dismissed and have no entitlement to a redundancy payment (section 138(1) of the Employment Rights Act 1996 (ERA 1996)). For more detail, see Practice Note: Renewal of contract, re-engagement and trial periods. On whether an employee’s continuity of employment is preserved during the interval between the old role ending and the new role commencing in those circumstances, see, generally, the following Practice Notes: Continuity of employment How to determine continuity of employment Working out an employee’s period of continuous employment with an employer is relevant to qualifying for certain statutory rights under the Employment Rights Act 1996 (ERA 1996). There is a prescribed approach to calculating continuity that overrides any agreement between employer and...

Key legal issues for guarantees Guarantees constitute contracts and must accordingly meet the four essential elements of a contract, namely: offer acceptance consideration the intention to create legal relations As a rule in law, consideration given in the past is ordinarily insufficient. A firm ought not to take a guarantee once it has already agreed to supply services to a client in question. The guarantee must also comply fully with s.4 of the Statute of Frauds 1677. It must thus be recorded in writing and properly signed by the guarantor as required. The Firm should also be alert to potential claims of misrepresentation, duress, and undue influence. It is sound practice to see that the guarantor receives independent legal advice on the implications of giving the guarantee. Is the guarantee a regulated credit agreement? Where undertaken by way of business in the United Kingdom, entering into a regulated credit agreement may potentially amount to a regulated activity under...