| International supply of goods agreement Specimen international agreement for the supply of goods, drafted from the point of view of a supplier resident in the UK who is selling goods to a customer resident in another country. Although the agreement is drafted on the basis that English law applies, it is intended to provide a plain English, jurisdiction-neutral starting point for local counsel to adapt for use in cross-border transactions. |
| Bill of Sale (Quitclaim) This Standard Document is a form of absolute bill of sale that parties to a sale of goods agreement use to transfer title or evidence title transfer concerning the purchase of tangible goods. Parties can use this Standard Document as a stand-alone agreement or as a document or agreement that is made under or in reference to a sale of goods agreement. This Standard Document is a quitclaim bill of sale that disclaims all warranties. It has integrated notes with important explanations and drafting and negotiating tips. |
| Equipment Lease: UCC True Lease (Pro-lessor Long Form) A long-form agreement for the lease of equipment, drafted in favor of the lessor. This Standard Document assumes that the parties contemplate a true lease under Article 2A of the Uniform Commercial Code (UCC) and a tax lease under Internal Revenue Service (IRS) guidelines. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Sale of Goods Agreement (Pro-seller) A long-form agreement for the sale or supply of goods under Article 2 of the Uniform Commercial Code, drafted in favor of the seller or supplier. This resource includes key obligations of the seller and buyer, the seller's intellectual property rights and commonly used warranty and indemnification provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Letter of advice to a customer on terms and conditions of supply of services (pro-customer) Letter of advice to a customer to accompany Terms and conditions for the supply of services (pro-customer). This letter explains the main provisions to the client but does not cover, in detail, the legal issues. For a discussion of the main legal issues see Practice note, Drafting standard terms and conditions for the supply of services. |
| Distribution Agreement (Pro-seller) A distribution agreement between a product seller (often, a manufacturer) and its distributor, drafted in the seller's favor. This resource includes key obligations of the seller and distributor, the seller's intellectual property rights and commonly used warranty and indemnification provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Letter of advice to the customer on the supply of services agreement (pro-customer) Letter of advice to a customer based on the Standard document, Supply of services agreement (pro-customer). This letter explains the main provisions to the client but does not cover, in detail, the legal issues. For a discussion of the main legal issues see Supply of services agreement (pro-customer): drafting note. |
| Service level agreement This standard document service level agreement is to be used where the services in question are maintenance and support of specified software. It provides for service credits if actual supplier performance fails to meet the performance standards set in the service levels. It is presented in the form of a schedule, but can be readily adapted to comprise a free-standing agreement if needed. |
| Letter of advice to a supplier on terms and conditions for the supply of services (pro-supplier) Letter of advice to a supplier to accompany Terms and conditions for the supply of services (pro-supplier). This letter explains the main provisions to the client but does not cover, in detail, the legal issues. For a discussion of the main legal issues see Practice note, Drafting standard terms and conditions for the supply of services. |
| Software development agreement (pro-customer) An agreement drafted from the customer's point of view, in which a software provider agrees to supply and install new software, to license the intellectual property rights in it and to maintain it. |
| Terms and conditions for the supply of goods to consumers Terms and conditions for the supply of goods for use in contracts with consumers. |
| Bill of Sale (Warranty) This Standard Document is a form of absolute bill of sale that parties to a sale of goods agreement use to transfer title or evidence title transfer concerning the purchase of tangible goods. It includes representations and warranties and discusses indemnification provisions. Parties can use this Standard Document as a stand-alone agreement or as a document or agreement that is made under or in reference to a sale of goods agreement. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Product Reseller Agreement (Pro-supplier) A product resale agreement between a supplier and the reseller, drafted in favor of the supplier. This resource includes key obligations of the supplier and reseller, the supplier's intellectual property rights and commonly used warranty and indemnification provisions. This Standard Document is a form of product reseller agreement that has been published as a preview of a future PLC Commercial Standard Document and does not contain typical, comprehensive PLC drafting notes. |
| Supply of services agreement (pro-customer) An agreement for the supply of services drafted from the customer's perspective. This agreement is drafted on the basis that both parties are acting in the course of their business and is drafted so that it can be adapted for a specific project, for use as a standard agreement for ongoing services or for use as a master services agreement. |
| Conditions for the purchase of IT equipment (pro-customer) A standard set of terms and conditions for to be used in conjunction with purchase orders when contracting to buy IT equipment, drafted from the purchaser's perspective. |
| Software development agreement (pro-supplier) An agreement, drafted from the point of view of the supplier, in which an IT provider agrees to supply and install software, to license the intellectual property rights in it and to maintain it. |
| Terms and conditions for the supply of goods and services (pro-supplier) Specimen standard terms for the supply of goods and services, drafted from the supplier's perspective. For use in domestic contracts between businesses. |
| Supply of services framework agreement A framework agreement for the supply of services drafted from the customer's perspective, under which the supplier provides services to the customer or its affiliate under separate call-off contracts. |
| Letter of advice to a supplier on the supply of services agreement (pro-supplier) Letter of advice to a supplier on the Standard document, Supply of services agreement (pro-supplier).This letter explains the main provisions to the client but does not cover, in detail, the legal issues. For a discussion of the main legal issues see Supply of services agreement (pro-supplier), drafting note. |
| Shared facilities agreement: university spin-out A form of shared facilities agreement to be used in connection with a university spin-out.The agreement may be adapted for use in connection with other shared facilities arrangements. |
| Terms and conditions for the supply of services (pro-customer) Specimen standard terms for the supply of services, drafted from the customer's perspective. For use in domestic contracts between businesses. |
| Supplier Managed Inventory Agreement (Pro-supplier) A standard form of supplier managed inventory agreement, also known as a vendor managed inventory agreement, used as an ancillary document to a supply agreement between a manufacturer (supplier) and a distributor (customer) to streamline inventory management. The supplier replenishes the customer's stock levels based on data delivered by electronic data interchange (EDI) instead of responding to purchase orders issued by the customer. This Standard Document incorporates a consignment provision that requires the supplier to deliver goods to the customer's warehouse without receiving payment until after the goods are used or sold. This sample form has been published as a preview of a future PLC Commercial Standard Document and does not contain typical, comprehensive PLC drafting notes. |
| Commercial Letter of Credit This Standard Document is a commercial letter of credit, a payment method under Uniform Commercial Code (UCC) Article 5 for the sale of goods. This Standard Document has integrated notes with important explanations and drafting tips. |
| General Terms and Conditions for the Sale of Goods (Pro-seller) Terms and conditions for the sale of goods, drafted in favor of the seller. This Standard Document has integrated drafting notes with important explanations and drafting and negotiating tips. |
| Agreement for the purchase of IT services (pro-customer) A specimen agreement for the purchase of IT services, drafted from the customer's perspective. |
| Software licence agreement (pro-supplier) Specimen agreement for the licence of fully-developed software, drafted so as to highlight provisions that may be desirable from the supplier's point of view. |
| Mobile application development agreement (pro-supplier) An agreement, drafted from the supplier’s point of view, in which a software supplier agrees to develop and supply a mobile application, to license the intellectual property rights in it to the customer and to maintain it. |
| Transitional services agreement A transitional services agreement for use following the sale of a business between two non-related parties. |
| Letter from Seller Responding to Buyer's Demand for Adequate Assurances This Standard Document is a letter from a seller of goods responding to a buyer demanding adequate assurances against anticipatory repudiation or breach of contract under Section 2-609 of the Uniform Commercial Code. This Standard Document has integrated notes with important explanations and drafting tips. |
| Letter from Seller Demanding Adequate Assurances from Buyer This Standard Document is a letter from a seller of goods demanding adequate assurances of performance from a buyer under Section 2-609 of the Uniform Commercial Code. The seller can send this letter if it is reasonably insecure about the buyer's ability or willingness to make payment or perform under a contract for the sale of goods. This Standard Document has integrated notes with important explanations and drafting tips. |
| General Purchase Order Terms and Conditions (Pro-buyer) Terms and conditions for the sale of goods, drafted in favor of the buyer. This Standard Document has integrated drafting notes with important explanations and drafting tips. |
| Terms and conditions for the supply of services from an employment business to an end-user client An agreement between a client and an employment business for the supply of temporary workers, drafted from the perspective of the client. |
| Manufacturing Supply Agreement (Pro-seller) A manufacturing supply agreement between a buyer and a seller, drafted as an exclusive requirements contract, in favor of the seller. This resource includes key obligations of the buyer and seller, each party's intellectual and personal property rights and commonly used warranty and indemnification provisions. |
| Transitional services agreement: intra-group reorganisations A transitional services agreement for use following an intra-group asset sale that takes place as part of a group reorganisation. |
| Terms and conditions for the supply of goods and services (pro-customer) Specimen standard terms for the supply of goods and services, drafted from the customer's perspective. For use in domestic contracts between businesses. |
| Terms and conditions for the supply of services to consumers Terms and conditions for the supply of services for use in contracts with consumers. |
| Systems integration agreement (pro-supplier) An agreement in which an IT provider agrees to supply and install a new IT system, including some or all of the following elements: integration services, software, hardware, licence of intellectual property rights, and ongoing support and maintenance services. |
| Independent Contractor/Consultant Agreement (Pro-client) An independent contractor agreement between an independent contractor (a self-employed individual) and a client company for consulting or other services. This Standard Document is drafted in favor of the client company. This Standard Document has integrated notes with important explanations and drafting tips. |
| Services Agreement: Change Order Form This is a sample change order form that parties to a services agreement use to mutually change the service provider's obligations under the agreement. This Standard Document has integrated notes with important explanations and drafting tips. |
| Letter from Buyer Responding to Seller's Demand for Adequate Assurances This Standard Document is a letter from a buyer of goods responding to a seller demanding adequate assurances of performance under Section 2-609 of the Uniform Commercial Code. This Standard Document has integrated notes with important explanations and drafting tips. |
| Supply of goods agreement (pro-customer) An agreement for the supply of goods which favours the customer. The agreement is intended for use in business-to-business transactions. It is not suitable for use in business-to-consumer transactions. |
| Terms and conditions for the supply of goods (pro-supplier) Specimen standard terms and conditions for the supply of goods, drafted from the supplier's perspective. For use in domestic contracts between businesses. |
| Software maintenance agreement (pro-supplier) Specimen agreement for the provision of maintenance services by the supplier of the relevant software, drafted so as to highlight provisions which may be desirable from the supplier's point of view. |
| Website terms and conditions of supply Terms and conditions for the online sale of goods (via a website) to consumers and businesses. |
| Supply of services agreement (pro-supplier) An agreement for the supply of services drafted from the supplier's perspective. This agreement is drafted on the basis that both parties are acting in the course of their business and is drafted so that it can be adapted for a specific project or for ongoing services. |
| Supply of goods agreement (pro-supplier) An agreement for the supply of goods which favours the supplier. The agreement is suitable for use in business-to-business transactions. |
| Terms and conditions for the supply of goods and/or services to consumers Terms and conditions for the supply of goods and/or services to consumers. |
| Professional Services Agreement An agreement for the provision of professional services that can be adapted for a specific project, for ongoing services or for use as a master services agreement. This Standard Document is drafted in a manner that aims to be reasonable and includes provisions that are common to many types of negotiated services agreements. This Standard Document has integrated notes with important explanations, alternative provisions and drafting and negotiating tips. |
| Mobile application development agreement (pro-customer) An agreement, drafted from the customer's point of view, in which a software supplier agrees to develop and supply a mobile application, to assign the intellectual property rights in it to the customer and to maintain it. |
| Letter from Buyer Demanding Adequate Assurances from Seller This Standard Document is a letter from a buyer of goods demanding adequate assurances of performance from a seller under Section 2-609 of the Uniform Commercial Code. The buyer can send this letter if it is insecure about the seller's ability or willingness to perform under a contract for the sale of goods. This Standard Document has integrated notes with important explanations and drafting tips. |
| Terms and conditions for the supply of goods (pro-customer) Specimen standard terms and conditions for the supply of goods, drafted from the customer's perspective. For use in domestic contracts between businesses. |
| Software maintenance agreement (pro-customer) Specimen agreement for the provision of maintenance services by the supplier of the relevant software, drafted so as to highlight provisions which may be desirable from the customer's point of view. |
| Conditions for the supply of IT services (pro-supplier) A set of terms and conditions for use when contracting to supply IT services, drafted from the supplier's perspective. |
| Consultancy agreement A contract for services between an independent contractor (a self-employed individual) and the client company for the provision of consultancy services. Integrated drafting notes. This document has integrated drafting notes embedded within the text. Click on a heading to read the note. See the Actions box on the right for additional viewing options. |
| Terms and conditions for WiFi access Terms and conditions governing a contract between a wireless internet service provider and a customer, designed to give the customer's employees access to a network of wireless hotspots. |
| Conditions for the supply of IT equipment (pro-supplier) A standard set of terms and conditions for use when contracting to sell IT equipment, drafted from the supplier's perspective. |
| Transition Services Agreement An agreement requiring the seller of a division or business line to provide transition services to the buyer following the closing. This Standard Document is drafted in favor of the buyer, but aims to be reasonable and includes provisions that are common to negotiated transition services agreements. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Terms and conditions for the supply of services (pro-supplier) Specimen standard terms and conditions for the supply of services, drafted from the supplier's perspective. For use in domestic contracts with businesses. |
| Sales Representative Agreement (Pro-supplier) A non-exclusive sales representative agreement between a supplier of goods and an independent sales representative, drafted in favor of the supplier. This resource includes key obligations of each party, including commission-based compensation, indemnity and confidentiality provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. |
| Systems integration agreement (pro-customer) An agreement in which an IT purchaser agrees to buy a new IT system, including some or all of the following elements: integration services, software, hardware, licence of intellectual property rights, and ongoing support and maintenance services. |
| Back-to-back agreement A simple back-to-back subcontract for use in commercial situations when the main contractor wishes to subcontract all or part of its obligations under a main contract on a back-to-back basis. The agreement incorporates the terms of the main contract by reference. |
| Software licence agreement (pro-customer) Specimen agreement for the licence of fully-developed software, drafted so as to highlight provisions that may be desirable from the customer's point of view. |
| PMSI Notice for Consignments A form letter that the seller (consignor) uses when it sells goods to a buyer (consignee) for resale (a consignment transaction) to notify the consignee's creditors who have a security interest in the consignee's inventory that the consignor has a purchase-money security interest (PMSI) in the consigned goods. This Standard Document has integrated drafting notes with important explanations and drafting tips. |
| Managed services agreement An agreement that is intended for use where the supplier will provide a service consisting of the integrated management of personnel, equipment, materials, software and telecoms services. It is drafted slightly in favour of the supplier, but is nevertheless a reasonably balanced document. |
| Website design and development agreement (pro-customer) An agreement for the provision of website design and related services (including optional provisions for where the supplier of such services also provides hosting services), drafted from the perspective of the recipient of such services. |
| Website design and development agreement (pro-supplier) Agreement for the provision of website design and development and related services (including optional provisions for where the supplier of such services also provides hosting services), drafted from the perspective of the supplier of such services. |