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Drafting a building contract/schedule of amendments—checklist

Drafting a building contract/schedule of amendments—checklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method—construction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters • Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor’s company number and name at Companies House. • Obtain consultants’ details Confirm the full details of the consultants engaged by the employer; some...

Option agreements—acting for the buyer—checklist

Option agreements—acting for the buyer—checklist Call or put option? In a 'call' option the buyer will have control in that it may call for a transfer of the property. A 'put' option gives the seller control in that it can require the buyer to take a transfer of the property and therefore the buyer should be especially vigilant in ensuring that the terms for the transfer (particularly those relating to valuation and, if appropriate, insurance) are as favourable as possible. Seller's charges If the property is already mortgaged at the date of grant of the option agreement, there is a risk that the mortgagee may overreach the option by exercising its power of sale. Therefore ensure that the mortgagee either: • joins into the agreement (this is rare in practice), or • provides written consent to the granting of the option In either case, the mortgagee should confirm that if the buyer exercises the option it will acquire the property free from the charge or, if the mortgagee...

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Evaluating a data subject access request—flowchart

Evaluating a data subject access request—flowchart The UK General Data Protection Regulation (UK GDPR) provides a number of rights for data subjects, including providing a right of access to their personal data. Data subjects can make a request to an organisation to exercise their right of access to their personal data (a data subject access request or DSAR) at any time and there are strict time limits for complying with requests made. See Practice Notes: • Data subject rights—access • How to handle data subject requests This Flowchart maps out a process for evaluating DSARs received under the UK GDPR. It reflects the requirements in the UK GDPR and the Data Protection Act 2018 (DPA 2018) together with guidance issued by the Information Commissioner’s Office (ICO). It should be read in conjunction with Practice Note: How to handle data subject requests and Flowchart: Handling data subject requests—flowchart, which covers requirements common to all data subject requests under the UK GDPR. Note 1—notifying the data subject you...

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Confidential information and trade secrets in employment

As noted in Practice Note: The duty of fidelity and fiduciary duties, the duty of fidelity implied into every contract of employment will generally prevent an employee from disclosing to third parties confidential information which comes to their knowledge during the course of their employment. In addition to this, certain very confidential information, generally known as trade secrets, will be protected by the equitable duty of confidence. These two duties have combined historically to determine the implied duty on an employee in relation to confidential information.The manner in which business information is categorised is therefore very important; while an employee will be under an implied duty not to disclose trade secrets and/or confidential information to third parties during employment, only the implied duty not to disclose trade secrets will continue after the employment ceases.An exception to this general rule is that the employee may be prevented from taking advantage, after their employment has ended, of a breach of the implied duty that occurred during their employment (see Practice Note: Springboard...

Settlement agreements in employment—practical and tax issues

This Practice Note examines the practical issues that typically arise relating to an employment settlement agreement (formerly known as a compromise agreement). It also outlines the tax issues that are likely to be relevant, and refers to our related Practice Notes for further detail.For information on the legal requirements (ie the conditions regulating settlement agreements) that must be met in order for a settlement agreement to be binding and valid to settle statutory employment claims, see Practice Note: Settlement agreements in employment—legal requirements.Parties to the agreementIn the case of an individual employer, or a company employer with a simple corporate structure, the employer and the employee will be the parties to the settlement agreement and there will be no need to refer to third parties.However, it may be that the identity of the employer is not straightforward, eg in a more complex corporate structure where:•the employee works, or has worked, for other companies in the employer’s group eg on secondment•the employee performs their work for one company, but is paid...

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Consultancy agreement—company and individual—pro-client (short form)

Consultancy agreement—company and individual—pro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant’s name] [Insert consultant’s address] [Insert date] Dear [insert consultant’s name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks’ OR months’] prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks’ OR months’] notice in writing during such fixed period terminating the...

Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

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Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict?

Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict? Both insolvency practitioners (IPs) and solicitors are members of professions that are governed by separate ethics codes. Both IPs and solicitors, before accepting an appointment or an instruction, should carry out documented procedures to ensure that there would not be a conflict of interest or breach of their ethics code in accepting the appointment or instruction. The question does not specify whether the conflict concerned would be for the solicitor or the IP and although both issues are considered, this answer deals primarily with the IP and whether the IP would have a conflict of interest. The insolvency ethics code sets out a framework approach that is to be followed in all cases to establish whether there is a conflict of interest. The IP should first of all assess whether there are any threats to the fundamental principles of integrity,...

What is an approved reporting mechanism (ARM)?

What is an approved reporting mechanism (ARM)? What is an approved reporting mechanism? Assimilated Regulation (EU) 600/201 (UK MiFIR) requires investment firms that execute transactions in financial instruments to report details of those transactions to the Financial Conduct Authority (FCA) as quickly as possible, and not later than the close of the following working day. Transaction reports can be made either by the investment firm itself, an approved reporting mechanism (ARM) acting on its behalf or by the trading venue on which the transaction was executed. An ARM is defined as a person authorised under the Data Reporting Services Regulations 2024, SI 2024/107 (DRS Regulations 2024) to provide the service of reporting details of transactions to the FCA on behalf of investment firms. ARMs, together with approved publication arrangements (APAs) and consolidated tape providers (CTPs), are referred to as data reporting services providers (DRSPs). For detailed information, see Practice Note: UK data reporting services providers — The UK DRSP regime. What operating requirements apply to ARMs? The operating requirements for...

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Contractually measuring the performance of AI systems

TM analysis: Artificial intelligence (AI) has rapidly become an essential tool in delivering technology services, yet defining its performance within contracts often proves challenging. Unlike traditional software, AI solutions can adapt over time, rely on large volumes of data from diverse sources, and involve complex objectives, such as transparency and avoiding bias. Below, we analyse how to measure and maintain AI performance in contracts, focusing on practical market solutions and core contractual clauses that help ensure consistency and compliance in a quickly evolving sector. Written by Marcus Bagnall and Mark Deem, partners at Wiggin LLP.

TMT weekly highlights—8 May 2025

Welcome to this week’s edition of the TMT weekly highlights: a hand-picked summary of news analysis, updates and new content from across the technology, media and telecoms sectors. These highlights focus on key topics including new technologies, software, cloud computing, internet, outsourcing, music, film & television, publishing, defamation and telecoms.