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Practical Commercial Precedents
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Complete Index as at Release 75 — September 20091: Common ClausesNeil Sinclair 101 Boilerplate clauses 201 Execution clauses 302 Common definitions A: Company administrationGeraldine Caulfield, ACIS A1 Notice of directors' meeting A2 Agenda for directors' meeting A3 Notice of annual general meeting A4 Agenda for annual general meeting A6 Form of proxy A7 Consent to short notice A8 Minutes of directors' meetings A9 Minutes of a general meeting A10 Minutes of a meeting changing the registered office A11 Minutes of Directors’ meeting appointing an additional director or replacing a director who has resigned A12 Letter appointing director B: Organisation of a BusinessWilliam Saunders, Partner, and Elizabeth Robertson, of Counsel, Jones Day Memoranda B1 Memorandum of a company limited by shares - replaced B1A Historical memorandum of association of a public company limited by shares - new B2 Memorandum of association of a company limited by guarantee without a share capital - replaced B2A Historical memorandum of association of a company limited by guarantee without a share capital - new Articles of association B3 Articles of association of a public company limited by shares - amended B4 Articles of association of a private company limited by shares - amended B5 Articles of association for a private company which is a wholly-owned subsidiary - amended B6 Articles of association of a company limited by guarantee without a share capital - amended B7 Articles of association of a joint venture company - amended Shareholders' agreement B8 Joint venture agreement - amended B8a Co-operation agreement - amended Partnership B9 Limited liability Partnership agreement B10 Partnership agreement B10a Partnership agreement Setting-up a business B11 Minutes of the first meeting of the directors of a private company - amended B12 Letter of application for shares - amended B13 Agenda of events involved in the creation of a company - amended B14 Declaration of trust and power of attorney (long form) - amended C: Public CompaniesDaniel P Rosenberg, Partner, Taylor Wessing LLP Public issue of shares C1-1 Offer for sale agreement (listing) C1-2 [Reserved] C1-3 Power of attorney (director) (listing/USM) C1-4 Completion board minutes (listing/USM) Takeover offer C2-1 Confidentiality letter C2-2 Irrevocable undertaking from director C2-3 Irrevocable undertaking from substantial shareholder C2-4 Board minutes of offeror (announcement) C2-5 Board minutes of offeree (announcement) C2-6 Director’s responsibility letter and declaration of interests C2-7 Board minutes of offeror (offer documents) C2-8 Board minutes of offeree (offer documents) C2-9 Notice under section 793 of the Companies Act 2006 C2-10 Notice to request information on target [C3 Reserved] Rights issue C4-1 Underwriting agreement C4-2 Power of attorney (director) C4-3 Director's responsibility letter C4-4 Board minutes (rights issue) C4-5 Board minutes to approve provisional allotment C4-6 Board minutes to confirm fully paid allotment C4-7 London Gazette notice C4-8 Checklist of documents (rights issue) Vendor placing C5-1 Vendor placing agreement (listed company) C5-2 Placing letter (listed company) C5-3 Purchase letter C5-4 Vendor placing clauses for long form share sale agreement D: Sale of Shares and BusinessesAndrew Platt, Solicitor, Senior Corporate Professional Support Lawyer, Wragge and Co LLP D14 and D15 by Neil Sinclair D1 Acquisition of a company: form for the acquisition of a group of companies D2 Acquisition of a company: form for the acquisition of a single company D3 Disclosure letter D4 Completion agenda, including (15 documents) - amended D5 Agreement for sale of a business D6 Option to acquire shares D7 Agreement for sale of business and assets by a company in administration D8 Sale by auction D8-1 Preliminary paragraphs for an Information Memorandum D8-2 Preliminary letter to potential bidders D8-3 Letter from financial adviser to selected bidders D8-4 Data Room Rules D9 Agreement for purchase of own shares D10 Non-qualifying loan note D11 Contribution agreement D12 Warranties for a company which has never traded D13 Heads of agreement D14 Short form agreement for sale of a business D15 Short form agreement for the acquisition of the shares of a company E: EmploymentAnthony Fincham, Partner, CMS Cameron McKenna LLP and Lynette Jacobs, Partner, Pinsent Masons E1 Basic contract of employment E2 Staff handbook E3 Executive service agreement E4 Severance agreement E5 Consultancy agreement E6 Offer letter E7 Letter of appointment as non-executive director E7A Secondment agreement E8 Approved share option plan E9 Share incentive plan E10 Unapproved share option plan E11 SAYE plan E12 Joint election E13 EMI share option contract F: PensionsRobin Ellison, Head of Strategic Development, Pensions, Pinsent Masons (precedents F3 and F4 were prepared by Tim Pigott, Partner, Richards Butler) F1 Interim trust deed F2 Definitive trust deed (defined benefit) F2A1 Definitive trust deed Appendix 1: "Revenue maximum" (Inland Revenue limits) F2A2 Definitive trust deed Appendix 2: Contracting out F2A3 Definitive trust deed Appendix 3: Draft model rules for pension sharing on divorce F3 Deed of adherence F4 Takeover clauses for sales of companies and businesses G: Intellectual PropertyMark Lubbock, Partner, Ashurst Originally prepared by Richard H Burnett-Hall and Richard Mallows, Solicitors, Partners, Cameron McKenna Patents, know-how and confidentiality G1 Technology transfer agreement G2 Bare patent licence G3 Licence of right G4 Assignment of patents and patent applications G5 Confidentiality agreement (Non-disclosure agreement) G6 Non-disclosure letter from inventor G7 Collaboration agreement for research and development G8-G9 [Reserved] Trade marks G10 Trade mark licence agreement G11 Formal licence agreement G12 Trade mark delimitation agreement G13-1 Trade mark assignment 1 G13-2 Trade mark assignment 2 G13-3 Trade mark assignment 3 G14-G15 [Reserved] Copyright licence and assignments G16-1 Licence of copyright G16-2 Assignment of copyright in existing work G16-3 Assignment of copyright in existing work: short form G16-4 Assignment of future copyright G16-5 Assignment of copyright in commissioned work G16-6 Licence and design right G16-7 Assignment of design right in existing work G16-8 Assignment of design right in existing work: short form G16-9 Assignment of future design right H: Computer ContractsMark Lubbock, Partner, Ashurst H1 Hardware sale agreement H2 Software licence with technical support H3 Hardware maintenance agreement H4 Software development agreement H5 Source code escrow agreement — single licensee H6 Source code escrow agreement — multiple licensees H7 Software marketing agreement H8 Turnkey (system supply) agreement H9 Outsourcing (facilities management) agreement I: InternetVanessa Barnett, Solicitor and Simon Harper, Partner, Berwin Leighton Paisner I1 Domain names I1-1 Domain name transfer agreement I2 Infrastructure I2-1 Website development agreement I1-2 Copyright assignment for website I2-3 Website hosting agreement I2-4 Internet services agreement I3 Communications use policy I3-1 Communications use policy I3-2 Email disclaimer I4 Content I4-1 Content licence agreement I4-2 Online subscription agreement I6-1 Copyright notice I6-3 Short form website disclaimer I7 Terms I7-1 General terms and conditions I7-2 Sale of goods terms I7-3 Supply of services terms I7-4 Terms for submission of material J: Commercial Property DevelopmentLawrance Heller, Partner, Berwin Leighton Paisner J1 Planning condition precedent J2 Standard development obligations J3 Development project expenditure J4 Developer’s project management agreement - amended J5 Single project joint venture agreement J6 Agreement for [under]lease J7 Lease at a market rent J8 Forward sale agreement J9 Agreement for sale - amended J10 Rent deposit deed J11 Turnover rent K: Agency and DistributionRichard Christou, Solicitor, Corporate First Senior Vice President, Fujitsu Limited K1 Sales agency agreement K2 Marketing agency agreement K3 Short form sales agency agreement K4 Distribution agreement L: Supply of Goods and ServicesDavid L Marchese, Partner, Davenport Lyons L1 Standard terms for the sale of goods L2 Standard terms for the purchase of goods L3 Consumer terms of sale L4 Long-term goods supply agreement - amended L5 Contract manufacture agreement - amended L6 Repair and maintenance agreement L7 Standard terms for the supply of services L8 Consumer terms of services L9 Services supply agreement L10 Agreement for the sale of specific goods M: FranchisingJohn H Pratt, Solicitor, Partner, Hamilton Pratt M1 Franchise agreement - amended M2 Confidentiality agreement M3 Franchise purchase agreement M4 Operations manual M5 Master franchise agreement N: Leasing and HireAndrew Baird, Solicitor, Partner, Berwin Leighton Paisner N1 Agency agreement N2 Novation agreement N3 Finance lease agreement N4 Operating lease agreement N5 Hire purchase agreement O: Credit and FinanceAndrew Seager, Solicitor, Taylor Wessing LLP O1 Bilateral loan agreement: term and revolving loan facilities O2 [Reserved] O3 Corporate guarantee and indemnity O4 Debenture O5 Shares mortgage O6 Contract assignment O7 Account assignment O8 Life policy assignment O9 Legal Charge on land O10 Deed of priority O11 Deed of subordination P: Consumer CreditStephen Finch, Partner, Salans This section was originally prepared and updated by Christopher J Sherliker, Solicitor, Partner, Silverman Sherliker P1 Hire purchase agreement P2 Guarantee and indemnity P3 Default notice P4 Fixed-sum loan agreement P5 Variable rate loan agreement secured on land P6 Regulated consumer hire agreement (non-cancellable) Q: Merchandising and SponsorshipJohn O'Connell, Partner and Michelle Moriarty, Solicitor, Jeffrey Green Russell This section was originally prepared by Nic Couchman, Mark Whitehead and Jacqueline Lawrence, Townleys Sports Lawyers Q1 Event Sponsorship agreement Q2 Club merchandising agreement Q3 Vending rights agreement Q4 Official supplier agreement Q5 Team sponsorship agreement R: Private Equity TransactionsPaul Gilks, Partner, Glovers Negotiations with the vendor R1-1 Non-binding heads of terms R1-2 Confidentiality letter Equity funding documents R2-1 Offer letter from private equity investor institution R2-2 Subscription agreement R2-3 Articles of association R2-4 Board minutes and general meeting documentation of Newco Financial assistance R3-1 Board minutes and general meeting documentation of Target Venture capital R4-1 Simple form of investment agreement R4-2 Simple form articles of association for a company with several shareholders R4-3 Deed of assignment R4-4 Medium length investment agreement R4-5 Medium length articles of association S: InsolvencyGeraldine Caulfield, ACIS S1 Company voluntary arrangement: directors’ proposal for a voluntary arrangement S2 Members’ voluntary liquidation: minutes of meeting of directors S3 Members’ voluntary liquidation (declaration of solvency): minutes of meeting of directors S4 Members’ voluntary liquidation: notice of general meeting S5 Members’ voluntary liquidation: minutes of general meeting S6 Members’ voluntary liquidation: liquidator’s consent to act S7 Company voluntary arrangement: notice of creditors’ meeting T: SportPhilip Stinson, Partner, Clintons T1 Sports event sponsorship agreement T2 Exclusive rights representation agreement T3 Endorsement agreement T4 Fund-raising sports agreement U: Outsourcing AgreementsPaul O’Hare, Partner, Kemp Little LLP U1-1 Pre-tender covering letter - amended U1-2 Notice to prospective tenderers - amended U1-3 Instructions to prospective tenderers - amended U1-4 ITT covering letter - amended U1-5 Notice to tenderers - amended U1-6 Instructions to tenderers - amended U1-7 Clarification notice U2 Services Agreement - replaced V: Media and EntertainmentAntony Gostyn, Partner, Swan Turton LLP V1 Standard form of publishing agreement V1A Agency agreement - new V2 Songwriting/Publishing agreement (Music) V3 Exclusive recording agreement (Music) V4 Management agreement (Music) V5 Production agreement (Film/TV) V6 Producer/Director agreement V7 Writer’s agreement V8 Crew agreement V8A Performer’s agreement V9 Location agreement V10 Interview release form V11 Model's release form V12 Photographer’s assignment V13 Gallery exhibition contract (for one-off shows) - new W: Data ProtectionGraham Hann, Partner and Sally Annereau, Data Protection Analyst, Taylor Wessing LLP W2 Collection notice W3 Website privacy policy W4 Basic data processing agreement W5 Subject access response form W6 International data transfer agreement W7 Data licence/trade agreement (not international) W8 Data protection clauses for commercial services agreements |
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