Legal Precedents

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RISK & COMPLIANCE

Legal professional privilege (LPP) is a core legal protection that permits [ insert organisation’s name ] to resist producing evidence to a third party or the court. It enables the organisation to seek expert legal guidance, setting out all pertinent facts to our legal advisers without concern that they will later be revealed and used against us. This short guide sets out what legal professional privilege (LPP) is and how we can best preserve it. 1 What is legal professional privilege? LPP is an umbrella term covering: legal advice privilege (LAP) litigation privilege LPP safeguards the confidentiality of written and verbal communications between lawyers and clients. It is a fundamental entitlement, allowing a party to withhold material from disclosure to any third party or a court. Legal advice privilege Legal advice privilege applies to all confidential communications between a client and their lawyer made for the

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RISK & COMPLIANCE

Please click to access the Precedent. Please note this register has been created in Excel, and therefore it cannot be downloaded into Word. For detailed guidance on completing a legal risk register, see Practice Note: How to create a legal risk register. However, a concise summary is set out briefly below. What is a legal risk register? A legal risk register is a means of gathering and overseeing all legal risk information in a single location. To produce an effective and reliable register, you must first determine the legal risks your organisation encounters. Understanding your organisation’s risk appetite is also highly advantageous. The register then lets you classify each risk appropriately, assign a score to it, and choose mitigation measures and actions. Separate Precedents exist for a general risk register and for a privacy risk register-see Precedents: Risk register and Privacy risk

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BANKING & FINANCE

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have served as English law counsel to [ insert name of lender ] (the Lender) in relation to the provision of finance to [ insert name of borrower, company number and registered office ] (the Borrower) comprising a [ term loan and revolving credit facility ] [ describe facilities ] of £[ insert amount ] (the Transaction), and to the negotiation, drafting, execution and completion of the documents specified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Document) (the Opinion Document). We deliver this opinion letter to you, the Lender, pursuant to [ Schedule 2 ] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [ insert date ]

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BANKING & FINANCE

[ Headed notepaper of law firm issuing the opinion ] [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] Facility Agreement dated [ insert date ] made between [ insert name of lender ] (the Lender) and [ insert name of borrower ] (the Borrower) (the Facility Agreement) We refer to clause [ insert number of clause which requires delivery of legal opinion ] of the Facility Agreement, which requires the delivery of a legal opinion. This opinion is provided in satisfaction of that requirement. Unless expressly defined in this opinion, terms defined in the Facility Agreement carry the same meanings when used herein. This opinion is governed by English law and is subject to the exclusive jurisdiction of the courts of England. 1 Background 1.1 This opinion concerns the English law aspects of a transaction (the

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PRECEDENTS

This Deed This Deed is entered into on [ insert date ] by the parties identified below. Parties The individuals whose full names and addresses are set out in the Schedule (each a Partner and, collectively, the Partners) [ Insert name of COFA ] of [ insert address ] (the COFA) BACKGROUND ( A) The Partners carry on business as a legal practice authorised and regulated by the Solicitors Regulation Authority ( SRA) under the name of [ insert name of firm ] (the Firm). ( B) The Partners have appointed [ insert name of COFA ] as the Firm’s compliance officer for finance and administration ( COFA), subject to [ continued ] approval by the SRA. ( C) The parties have agreed that the COFA shall have the benefit of an indemnity from the Partners in relation to certain...

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PRECEDENTS

On [ date ], the parties enter into this Agreement, namely: 1 [ ] of [ ] (the ‘ Administering Authority ’); 2 [ ] of [ ] (the ‘ Scheme Employer ’); 3 [ ] of [ ] (the ‘ Admission Body ’); and 4 [ ] of [ ] (the ‘ Guarantor ’). Background ( A) Under the Regulations, the Administering Authority is an administering authority. It runs and upholds the Scheme in line with the Regulations and has delegated authority to make determinations under section 25(5) of the Public Service Pensions Act 2013 regarding employees of admission bodies. ( B) The Scheme Employer falls within the definition of a Scheme employer for the purposes of the Regulations. ( C) The Admission Body is an admission body as described in [ ] of Schedule 2 to the 2013...

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PRECEDENTS

Part 1 To be completed by any member of staff involved in any form of procurement for or on behalf of [ Insert organisation’s name ], including Executive Directors, interims, secondees, temporary staff and contractors—whether or not they have an interest to declare. 1 Your details Name (print): [ Insert name ] Job Title: [ Insert job title ] 2 Details of the procurement: Goods/services to be procured [ Insert details ] Potential suppliers/bidders/tenderers [ Insert details ] Estimated total contract value [ Insert details ] Budget holder [ Insert details ] Project initiation document ( PID) number [ Insert details ] 3 Declaration and signature Each member of staff must complete one of the statements set out below and return the form to: [ insert person or department to receive forms, eg Finance Director or Legal Department ]. Please tick the box for the statement that applies. EITHER 3.1 □ I have read the...

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PRECEDENTS

Kindly supply every pertinent piece of information for the new supplier. Doing so allows payments to be processed accurately and makes sure contact information is on hand to fully support resolution of any problems relating to the contracted product or service......

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PRECEDENTS

1 Procurement project details Project title [ Add the name of the procurement initiative ] Project overview [ Provide a concise outline of what the procurement initiative involves ] Does the proposed procurement fall within the approved budget?......

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PRECEDENTS

Any words or expressions cited in these signing/authorisation limits are set out in the ‘ Terms’ table—see section 1... 1 Terms Contract An oral or written arrangement between two or more parties that creates obligations enforceable or otherwise recognised at law, and which binds [ Insert organisation’s name ], whether or not it is expressly labelled a contract. Examples include: leases licences guarantees indemnities agreements letters of intent memoranda of understanding statements of work non-disclosure (or confidentiality) agreements click-to-accept online terms ‘shrink-wrap’ licence agreements and extensions amendments or variations to any Contracts Extraordinary Items Expenditure that is either not included in Board-approved budgets, exceeds Board-approved budgets, or falls outside the ordinary course of business......

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PRECEDENTS

We conduct our operations with honesty. Purchasing goods and services accounts for a substantial share of [ insert organisation’s name ]’s overall spend. We all must collaborate to make sure our buying is performed in a responsible and efficient way. 1 Introduction 1.1 [ Insert organisation’s name ] strives for excellence across every area of its activities. Effective procurement (buying) is acknowledged by [ insert organisation’s name ]’s executive team as a key driver in delivering [ insert organisation’s name ]’s corporate goals and success. 1.2 This policy outlines the procedures to ensure [ insert organisation’s name ]’s procurement (buying) practices are fair and comply with all relevant laws and regulations, while securing best value for money and lowering operating costs. 1.3 All employees must adhere to these procedures. 1.4 All monetary figures are expressed net of VAT. 1.5 All procurement documents can be obtained from [ insert, eg the...

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PRECEDENTS

This Deed is executed on [ insert date ] Parties The individuals whose names and addresses appear in the Schedule (each a Partner and, collectively, the Partners). [ Insert name of COLP ] of [ insert address ] (the COLP). BACKGROUND The Partners conduct business as a legal practice authorised and regulated by the Solicitors Regulation Authority ( SRA) under the name of [ insert name of firm ] (the Firm). The Partners have designated [ Insert name of COLP ] to act as the Firm’s compliance officer for legal practice ( COLP), subject to [ continued ] approval by the SRA. The parties have agreed that the COLP shall benefit from an indemnity from the Partners in respect of specified liabilities of the COLP as set out in this deed. THIS DEED PROVIDES: 1 COLP’s regulatory duties The COLP...

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PRECEDENTS

Up to date as at [ insert date ] Both the Financial Action Task Force ( FATF) and the UK government view countries in the table below as having shortcomings in their anti-money laundering ( AML), counter-terrorist financing ( CTF) and counter-proliferation financing frameworks. Where a person is established in a high-risk third country, we are required to conduct enhanced due diligence ( EDD) and apply enhanced ongoing monitoring for any transaction or business relationship. Please consult our [ AML, CTF and counter-proliferation financing policy ] for further detail on EDD and enhanced ongoing monitoring. The table that follows sets out the current jurisdictions the FATF designates as high risk. It includes information on countries regarded as high risk for a range of reasons. Note that countries absent from this table should not automatically be treated as having effective AML, CTF and...

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PRECEDENTS

THE [ insert name of pension scheme ] PENSION SCHEME This statement of investment principles takes effect from [ insert date ]. 1 Statement of investment principles 1.1 Purpose of statement This document outlines the principles that guide decisions on investing the assets of the [ insert name ] Pension Scheme (the Scheme). The Trustees of the [ insert name ] Pension Scheme (the Trustees) issue this document to meet the requirements of section 35 of the Pensions Act 1995. 1.2 Review The statement will be reviewed each year. The Trustees may conduct a special review at any time if they consider there has been a material change in investment policy or any other circumstances affecting the Scheme. 1.3 Advice The Trustees have received and considered written advice on the contents of this statement in a letter from [ insert name of investment consultant or actuary ]. [ insert name ] have...

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PRECEDENTS

Payee’s payment notice in default of payer’s notice Reference: [ insert appropriate reference to the contract and project ] Date: [ insert date ] To: [ insert recipient’s name ] Payment due date: [ insert the relevant due date of the payment, determined in accordance with the contract ] This notice is issued pursuant to section 110B of the Housing Grants, Construction and Regeneration Act 1996 and clause(s) [ insert number(s) ] of the contract dated [ insert date ], in the absence of a payer’s notice. Set out below is the sum we believe is, or was, payable on the payment due date together with the rationale for its calculation: Sum due at the payment due date: £[ insert amount due at payment due date ] Basis of calculation: Set out the basis of the calculation/refer to separate...

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PRECEDENTS

The Project Manager shall: General responsibilities act as the Client’s agent, issuing information and directives to the Project Team on the Client’s behalf; receive the Client’s instructions and Project-related information; report to the Client as necessary; keep the Client informed at all stages of the Project and ensure the Client’s interests are properly represented in all activities and decisions (to which it is a party) associated with the Project; provide written reports to the Client at not less than [ insert, eg monthly ] intervals in accordance with the Client’s requirements and in a format approved by the Client; take all reasonable measures to anticipate issues, mitigate risk, and resolve problems to the Client’s best advantage; ensure the Project Team give due regard to time and cost constraints when making decisions and issuing instructions; manage the design, procurement and delivery of the works, ensuring they meet the Client’s...

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PRECEDENTS

1 Compliance officer for legal practice ( COLP) details Firm name [ Insert firm name ] COLP name [ Insert name ] Reports to [ Insert name ] Full-time or part-time [ Insert ] Any additional roles within the firm [ Insert ] Firm appointment date [ Insert date ] SRA approval date [ Insert date ] 2 Role summary The duties set out in this section, and throughout the rest of this job description, do not extend to the SRA Accounts Rules. 2.1 Lead [ insert firm name ]’s [ global ] approach to compliance and its culture. 2.2 Take all reasonable measures to ensure [ insert firm name ] and its managers, employees, or interest holders adhere to the SRA regulatory framework and all other relevant statutory and regulatory...

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PRECEDENTS

Company number : [ insert number ] The Companies Act 2006 [ Private OR Public ] company limited by shares Resolution[ S] of [ insert company name ] [ Limited OR PLC ] (the Company) [ At a properly convened general meeting of the Company, held on [ insert date ], the following resolution[s] [ was OR were ] duly approved [ as [ an ordinary OR a special ] resolution of the Company OR, [ resolution[s] numbered [ insert number(s) ] as [ an ] ordinary resolution[s] AND/ OR [ and ] resolution[s] numbered [ insert numbers ] as [ a ] special resolution[s] ] of the Company ]: ] [ Ordinary resolution[ S] [ insert text of resolution[s] ] ] AND/ OR [ Special resolution[ S] [ insert text of resolution[s] ]...

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PRECEDENTS

DATE [ date ] Parties [ name of Authority ] of [ address ] ( Authority) [ name of Licensee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Licensee) 1 Definitions In this Licence, the terms below have the following meanings: [ Approval • [ the Planning Permission and ] any [ other ] consent, licence, permission or approval (other than this Licence) required for the Licensee to undertake the Works; ] Building • the Licensee’s building [ described as [ details ] OR proposed to be constructed at [ address ] ] [ as depicted [ edged OR coloured OR hatched ] [ colour ] on the [ Plan[ s ] OR Drawing[ s ] ] ] [ and recorded at HM Land Registry under title...

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PRECEDENTS

This Agreement is dated [ insert date ] Parties 1 [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Licensor ); and 2 [ insert name ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Licensee ), each of the Licensor and the Licensee is a party and together the Licensor and the Licensee constitute the parties. Background ( A) The Licensor owns the copyright and database rights in the Licensed Data and acts as Controller of the Shared Personal Data. ( B) The Licensee is [ insert background to...

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PRECEDENTS

1 Introduction 1.1 This document explains our approach to addressing breaches of regulatory duties that govern our firm. Certain obligations are set by the Solicitors Regulation Authority ( SRA), while others apply to all businesses. 1.2 Non-compliance with regulatory duties may lead to the following outcomes: 1.2.1 clients might not obtain the standard of service they are entitled to, potentially prompting complaints or negligence actions; 1.2.2 our reputation may suffer; 1.2.3 the firm, or its personnel, could face disciplinary action from the SRA or another regulator, possibly resulting in fines, disqualification, or other sanctions; 1.2.4 the firm or its staff could become liable to criminal prosecution. 1.3 We have consistently treated compliance with utmost seriousness and will maintain that stance. Our policies and procedures are structured to secure adherence to our regulatory duties. Every member of staff must read and follow them. A...

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PRECEDENTS

This Agreement is entered into on [ date ] Parties [ Insert the company name ], a company incorporated in [ England and Wales ] under company number [ insert registered number ], whose registered office is at [ insert address ] (the Sponsor); and [ Insert the company name ], a company incorporated in [ England and Wales ] under company number [ insert registered number ], whose registered office is at [ insert address ] (the CRO) Each of the Sponsor and the CRO is a party and, collectively, the Sponsor and the CRO are the parties. Background The Sponsor is supporting a series of clinical trials to obtain marketing authorisation for the IMP and intends to retain the CRO to carry out certain services. The CRO possesses the requisite knowledge and experience in the design, oversight and conduct of...

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PRECEDENTS

This AGREEMENT is entered into on the [ insert date ] day of [ insert month ] [ insert year ] Parties [ Party 1 ], a company incorporated in [ England and Wales ] (registered number [ insert number ]), whose registered office is at [ insert address ]; [ Party 2 ], a company incorporated in [ England and Wales ] (registered number [ insert number ]), whose registered office is at [ insert address ]. Together, [ Party 1 ] and [ Party 2 ] are referred to as the parties, and each as a party. 1 Introduction 1.1 [ Party 1 ] and [ Party 2 ] are engaging in discussions concerning [ description of transaction ] (the Proposed Transaction). 1.2 Each party acknowledges it will need access to Competitively Sensitive Information (as defined below) of the other party for the...

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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

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This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...

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