Practical Commercial Precedents

Gen Editor	Daniel Rosenberg, Partner, Taylor Wessing
Publisher	Sweet & Maxwell
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CD version is a complete electronic edition presented in Folio Views. Precedents can be exported as Word or WordPerfect documents. Selected documents can be drafted with HotDocs.
Disk version is a set of Word documents. It does not include introductions and commentaries.

Complete Index as at Release 68 — December 2007

1: Common Clauses

Neil Sinclair

101 Boilerplate clauses

201 Execution clauses

302 Common definitions

A: Company administration

Geraldine 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

B: Organisation of a Business

William Saunders, Partner, and Elizabeth Robertson, Counsel, Jones Day

Memoranda

B1 Public company limited by shares

B2 Company limited by guarantee without a share capital (charitable and non-charitable)

Articles of association

B3 Public company limited by shares

B4 Private company limited by shares

B5 Private company (wholly-owned subsidiary)

B6 Company limited by guarantee without a share capital (charitable and non-charitable)

B7 Joint venture company

Shareholders' agreement

B8 Joint venture agreement

B8a Co-operation agreement

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

B12 Letter of application for shares

B13 Agenda of events involved in the creation of a company

B14 Declaration of trust and power of attorney (long form)

C: Public Companies

Daniel 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 Businesses

Andrew Platt, Solicitor, Wragge and Co

D14 and D15 by Neil Sinclair

D1 Acquisition of a company: form for the acquisition of a group of companies - amended

D2 Acquisition of a company: form for the acquisition of a single company - amended

D3 Disclosure letter

D4 Completion agenda, including (15 documents)

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: Employment

Anthony 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 - amended

E12 Joint election

E13 EMI share option contract

F: Pensions

Robin 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 Property

Mark 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 [Reserved]

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 Contracts

Chris Coulter, Partner, Ashurst

This section was originally prepared and updated by Julian Ellison, Solicitor, partern, Ashurst Morris Crisp

H1 Hardware sale agreement

H2 Software licence and technical support agreement

H3 Hardware maintenance agreement

H4 Commissioned software agreement

H5 Source code deposit agreement-single licensee

H6 Source code deposit agreement-multiple licensees

H7 Software marketing agreement

H8 Turnkey agreement and project management and training agreement

H9 Facilities management agreement

I: Internet

Vanessa 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 - new

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 User relationships

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 Development

Lawrance Heller, Partner, Berwin Leighton Paisner

J1 Planning condition precedent - amended

J2 Standard development obligations - amended

J3 Development project expenditure

J4 Developer's project management agreement

J5 Single project joint venture agreement - amended

J6 Agreement for [under]lease - amended

J7 Lease at a market rent - amended

J8 Forward sale agreement

J9 Agreement for sale - amended

J10 Rent deposit deed - amended

J11 Turnover rent

K: Agency and Distribution

Richard Christou, Solicitor, Executive Chairman, Fujitsu Services Ltd

K1 Sales agency agreement

K2 Marketing agency agreement

K3 Short form sales agency agreement

K4 Distribution agreement

L: Supply of Goods and Services

David 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

L5 Contract manufacture agreement

L6 Repair and maintenance agreement

L7 Standard terms for the supply of services

L8 Consumer terms of services

L9 Services supply agreement

M: Franchising

John 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 Hire

Andrew 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 Finance

Andrew Seager, Solicitor, Taylor Wessing LLP

O1 Bilateral loan agreement: term and revolving loan facilities

O2-3 [Reserved]

O4 Debenture

O5 Shares charge

O6 Contract assignment

O7 Account assignment

O8 Life policy assignment

O9 [Reserved]

O10 Deed of priority

O11 Deed of subordination

P: Consumer Credit

Stephen 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) - amended

Q: Merchandising and Sponsorship

John 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

R: Private Equity Transactions

Paul 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 EGM documentation of Newco

Financial assistance

R3-1 Board minutes and EGM documentation of Target

R3-2 Auditors' letters

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: [Reserved]

T: Sport

Philip Stinson, Partner, Clintons

T1 Sports event sponsorship agreement

T2 Exclusive rights representation agreement

T3 Endorsement agreement

T4 Fund-raising sports agreement

U: Outsourcing Agreements

Mark Henley, Commercial Associate, Kemp Little LLP

U1-1 Pre-tender covering letter

U1-2 Notice to prospective tenderers

U1-3 Instructions to prospective tenderers

U1-4 ITT covering letter

U1-5 Notice to tenderers

U1-6 Instructions to tenderers

U1-7 Clarification notice

U2 Transfer Agreement

U3 Services Agreement

V: Media and Entertainment

Antony Gostyn, Partner, Swan Turton

V1 Standard form of publishing agreement

V2 Songwriting/Publishing agreement (Music)

V3 Exclusive recording agreement (Music)

V4 Management agreement (Music)

V5 Production agreement (Film/TV) - amended

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

W: Data Protection

Graham 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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