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Software support agreement—checklist

Software support agreement—checklist How to use this Checklist This Checklist highlights issues commonly arising during the negotiation and drafting of the following types of agreement: • Software support agreement—pro-customer • Software support agreement—pro-supplier For further information on issues covered by this Checklist, see Practice Note: Key issues in software licence agreements. This Checklist can also aid the drafting of simple non-binding heads of terms. In order to do this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed software support agreement The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties ☐ Confirm each party’s legal status. ☐ Check whether any third parties (such as group affiliates) are intended to benefit from the proposed agreement. ☐ Confirm whether any third party will guarantee performance or financial obligations. Commencement and duration ☐ Confirm proposed commencement or effective date. ☐ Confirm whether the proposed agreement will be a...

Negotiating overage—acting for the buyer—checklist

Negotiating overage—acting for the buyer—checklist Basic terms At the outset consider whether overage is appropriate for the transaction. It may be the case that your client’s interests would be better served by agreeing an increased purchase price or by entering into a conditional contract instead. Overage clauses can be complex and expensive to negotiate. Always consider whether the overage terms are consistent with the buyer’s intentions for the site. Ensure that the overage includes clear definitions of: • the overage period (note that, from 6 April 2010, the rule against perpetuities does not apply to most commercial interests and therefore, if no overage period is specified, there is a risk that the agreement could be perpetual) • the property which will be subject to the overage Include a ‘good faith’ clause as this may assist in the event of a dispute. Ensure that the buyer is aware that ‘waiting out’ the overage period and deliberately avoiding triggering the overage may not be valid strategy, especially if...

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Expert determination

Expert determination is a form of alternative dispute resolution (ADR). This Practice Note explains expert determination for technical or contract interpretation disputes. It defines expert determination and considers the agreement between the parties for choosing/appointing the expert. The expert’s jurisdiction and the binding nature of the decision given are explored and the procedure, limitation and claims against experts are also covered.For guidance generally on ADR and other forms of ADR, see Practice Notes:•What is ADR?•Which form of ADR?What is expert determination?Expert determination is a binding dispute resolution process which can offer a relatively speedy and effective means to settling a dispute. The process involves an independent expert in a relevant discipline determining a dispute between parties in accordance with provisions in the parties’ agreement.Generally, expert determination is an appropriate mechanism for resolving technical disputes, such as rent reviews (by a surveyor), share valuations (by an accountant) or questions of contractual interpretation (by counsel). In the field of construction, expert determination can be used to ascertain delay and disruption claims or...

Challenging an expert’s determination

Expert determination is a form of alternative dispute resolution (ADR).This Practice Note provides guidance on when an expert’s determination may be challenged. It also considers when it may be set aside. It does so in the context of mistakes of fact, mistakes of law, departing from instructions, failure to give reason and the failure to follow the rules of natural justice and bias.For guidance on expert determination generally, including expert determination clauses, appointment and procedure, see Practice Note: Expert determination.For guidance on ADR more generally, see Practice Notes:•What is ADR?•Which form of ADR?As the expert’s authority to reach a determination is wholly derived from the parties’ contract, the courts look at the contract when deciding whether the expert’s determination can be challenged. While each case will therefore depend on its facts, any party seeking to challenge an expert’s determination should bear in mind that the courts will be keen to give effect to the purpose of an expert determination clause: such parties are generally seeking a quick and inexpensive decision...

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1 Expert determination 1.1 Any dispute arising out of or in connection with this Agreement [or any aspect of the technology underlying the provision of the Services] [or which otherw

Expert determination clause

1 Expert determination 1.1 Any dispute arising out of or in connection with this Agreement [or any aspect of the technology underlying the provision of the Services] [or which otherw

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Can a long leaseholder who is also co-owner of the freehold extend their lease under the Leasehold Reform, Housing and Urban Development Act 1993?

Can a long leaseholder who is also co-owner of the freehold extend their lease under the Leasehold Reform, Housing and Urban Development Act 1993? The Leasehold Reform, Housing and Urban Development Act 1993 (LRHUDA 1993) grants leaseholders, amongst other things, the right to add a 90-year term to their existing lease at a peppercorn rent provided that the leaseholder meets certain qualifying requirements. The right is individual to the leaseholder, so does not need collective action by other leaseholders in the building. Provided the necessary formalities are complied with, the landlord is compelled to grant a lease extension. Where there are disagreements, such as in respect of the premium due to the landlord as a result of the lease extension, those disputes can be referred to the First Tier Tribunal (Property Chamber) for determination. The requirements for a tenant to be entitled to the right to extend the lease are contained in LRHUDA 1993, s 39. The tenant must have been a qualifying tenant for the last...

Does section A21 of the Insolvency Act 1986, which places restrictions on the legal and enforcement proceedings that may be commenced against a company subject to the new ‘moratorium’, prevent a party to a construction contract commencing or enforcing adjudication against a counterparty that is subject to the moratorium?

Does section A21 of the Insolvency Act 1986, which places restrictions on the legal and enforcement proceedings that may be commenced against a company subject to the new ‘moratorium’, prevent a party to a construction contract commencing or enforcing adjudication against a counterparty that is subject to the moratorium? Section 1 of the Corporate Insolvency and Governance Act 2020 (CIGA 2020) introduces a new Part A1 to the Insolvency Act 1986 (IA 1986), which enables eligible companies to apply for a statutory moratorium. The moratorium is designed to allow viable businesses time to restructure or seek new investment, free from creditor action. In terms of IA 1986, s A21, during the moratorium, ‘(e) no legal process (including legal proceedings, execution, distress or diligence) may be instituted, carried out or continued against the [eligible] company, except…(iii) with the permission of the court’. Before considering further how this might impact on the ability of a party to a construction contract, to either commence an adjudication against a counterparty who...

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TMT weekly highlights—28 November 2024

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.

Commercial weekly highlights—28 November 2024

This week's edition of Commercial weekly highlights includes: commentary on the legal impact of the Principles on Choice of Law in International Commercial Contracts since they were introduced a decade ago, publication of the decision in Robert Heath Heating Ltd v Orbit Group Ltd which considered alleged breaches of the Public Contracts Regulations 2015 while conducting a procurement process, and news that the Competition and Markets Authority has published its provisional decision in the market investigation into mobile browsers and cloud gaming.