Commercial

Checklist: Heads of Terms

Following initial discussions, you may want to put the key terms down on paper before you start the time consuming and/or costly negotiation of the full contract.  This document is known as Heads of Terms, or often just ‘Heads’.   Also known as Letter of Intent/LOI or Memorandum of Understanding/MOU. Issues to consider include: Are any […]

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Checklist: Shareholders’ Agreement

Key issues to consider when negotiating a Shareholders’ Agreement include: Funding How will the business be funded? If shares are being issued, how are they being paid for (cash, IP, other assets etc)?  Will all shareholders have the same type of shares, i.e. the same voting rights and entitlements to dividends and capital? If any […]

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Checklist: NDA

Key issues to consider when negotiating an NDA include: Should the NDA be mutual or one-way? Has the information to be treated as confidential been adequately identified and defined?  Does it include information disclosed verbally, whether on calls or in meetings? What information is not confidential, e.g. because it is already in the possession of […]

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Checklist: SLAs

Issues to consider when negotiating SLAs include: Service levels Are uptime service levels measured monthly, or over a different period?  (A 99.9% uptime service level measured monthly allows for a single outage of approx. 43 minutes; measured quarterly, that increases to more than two hours.) Are out-of-hours outages dealt with in the same way as […]

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Government’s response to the Law Commission’s report on Electronic execution of documents

12/03/20 – The UK government has issued a Statement in response to the Law Commission’s report on Electronic execution of documents.  My article on the Law Commission’s report can be accessed here. Key takeaways from the government’s Statement: The government agrees with the report’s conclusion that businesses and individuals can feel confident in using e-signatures […]

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Law Commission’s report on Electronic execution of documents

25/09/19 – Following a project focusing on uncertainties regarding the formalities around the electronic execution of documents, the Law Commission issued its report on Electronic execution of documents on 6th September 2019. Key takeaways: Electronic signatures can be used to execute documents, including where there is a statutory requirement for a signature. An electronic signature is […]

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Legal know-how: “subject to contract”

The phrase “subject to contract” should be used when you are negotiating what you expect may in the future become a binding contract, but not yet.  So when negotiating a letter of intent or heads of terms, it is a useful way of making it clear that, although the key terms of the transaction are […]

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Ex-employees and the LinkedIn problem

LinkedIn and other social media platforms are presenting ever-greater challenges for employers trying to deal with the risks of departing key employees. 

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Best and reasonable endeavours

If you are involved in negotiating commercial agreements, you are likely to have come across situations where either you or the other side is unwilling to agree to an absolute obligation (eg “the Distributor shall achieve sales of the Software of at least £1 million in the first 12 months….”), but agrees to use its […]

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