Contracts, disputes and regulation, explained.
Regulators expect candour, but a broadly drafted cooperation clause can turn assistance into an accidental waiver of legal privilege. This article sets out how to frame cooperation, notification and information-sharing duties so that a company can engage constructively without handing over protected advice, investigation notes or board risk assessments.
Software escrow is frequently treated as a continuity solution in itself, yet a source-code deposit often proves unusable when a supplier fails. UK buyers should focus on release triggers, build verification, third-party rights and exit assistance rather than the comfort of a certificate.
Change-of-control clauses are often left to the boilerplate, yet they can decide whether a contract survives an acquisition, investment or restructuring. This article examines how to define control, which events should trigger the clause and how to calibrate consequences without falling foul of the penalty rule. It also considers the current UK approach to construction and enforceability.
Termination for convenience is frequently signed without a price, a formula or a transition plan. In 2026, that unpriced option is producing exit disputes that turn on drafting rather than commercial merit. This review sets out a clause-by-clause approach for suppliers and customers.
Entire agreement and non-reliance clauses are often treated as a closing formality. In practice they are a risk-allocation device with defined limits: they can narrow the pre-contractual record, but they do not erase fraudulent misrepresentation, collateral warranties or estoppel. This article considers where the drafting fails and how commercial teams can preserve the right evidence.
Service credits and liquidated damages are often treated as interchangeable labels for the same commercial bargain. They are not. This article examines how UK courts assess contractual remedies against the penalty rule and sets out drafting approaches for 2026 outsourcing, SaaS and supply agreements that link remedies to measurable loss without overreaching.
Standard insolvency-event clauses are built for court orders and liquidators. They often miss the restructuring, standstill and creditor-negotiation phase where counterparties most need an exit—and where poorly drafted triggers can be challenged.
Set-off language is often treated as boilerplate until the first payment run. This review of five common deduction clauses explains how UK courts and adjudicators tend to approach them, and what suppliers should redraft before renewal.
With the UK public procurement regime now fully embedded, suppliers face contract terms that can transfer disproportionate risk long after the award. This article identifies the flow-downs, audit rights, termination for convenience and payment provisions that warrant negotiation, pricing or, in some cases, a decision to walk away.
Termination disputes often turn on the validity of a cure notice, a withheld payment or a remedy period rather than the underlying breach. This article examines the drafting traps in notice mechanics and cure clauses through a realistic UK supply scenario, and sets out a practical checklist for enforceable terms.
Generic promises to comply with all applicable laws rarely give a business the remedy it needs when a supplier or customer breaches FCA, CMA or ICO requirements. This article sets out a drafting playbook for express compliance warranties, notification duties, cure periods and termination triggers, together with the liability carve-outs that keep those remedies usable.
The instinct to pad commercial agreements with every conceivable protection can create ambiguity, conflict and disputes. This article argues for a disciplined lean-drafting approach for UK companies, with a practical checklist drawn from English contract interpretation principles and a cautionary note from the firm's own name.
The failure to prevent fraud offence under the Economic Crime and Corporate Transparency Act 2023 exposes large UK organisations to criminal liability for fraud committed by associated persons. Contracts with agents, distributors and subsidiaries should be revisited to embed due diligence, warranties and compliance controls.
UK courts are increasingly willing to require parties to attempt mediation before trial, and 2026 is likely to bring further formalisation of alternative dispute resolution. Commercial parties should revisit their dispute resolution clauses to avoid costs penalties and preserve the right to litigate where settlement fails.
A contract can look signed, sealed and settled while still failing to bind the company behind it. This analysis examines the execution gaps that matter most under English law, from electronic signatures and delegated authority to the enduring myth that the commercial deal will override the written page.
Generic SaaS terms are a poor fit for AI tools that generate outputs, change models and process sensitive data in new ways. This clause-by-clause audit sets out the contractual controls UK buyers should secure before the next renewal cycle.
Festive planning is underway, and the office Christmas party brings a familiar mix of supplier contracts, alcohol policies and employment risk. This practical guide explains how HR, operations and legal teams can allocate liability, brief managers and handle incidents without turning a celebration into a tribunal claim.
Endeavours clauses promise effort rather than outcome, but vague drafting can leave a business without a realistic remedy when performance slips. This analysis sets out how UK courts approach best, reasonable and all reasonable endeavours, and offers a practical drafting and evidence checklist for 2026.