Competition

Specimen agency agreement, primarily designed for the appointment of an exclusive sales agent who is authorised to negotiate and enter into contracts of sale on the principal's behalf.

These hypothetical questions and answers may be used to train employees and executives as part of an antitrust compliance program. This Standard Document has integrated notes that explain the answers to each hypothetical question. The drafting notes also distinguish situations where the facts given may violate a company's antitrust compliance policy even though they may not directly violate the antitrust law. This Standard Document provides hypotheticals that concern US antitrust law only and, in particular, dealings with competitors under Section 1 of the Sherman Act.

A "contract sharing" clause for inclusion in public sector contracts allowing other public bodies to make purchases direct from the supplier on the terms set out in the contract. See also, Standard clause, Collaborative procurement: contract sharing clause (SLA with original authority).

A sample questionnaire to obtain general information about a company for the purposes of making a notification to a competition authority. This information may be needed in the actual notification form and, in any event, will provide useful background to enable a more detailed review of the competition issues connected with a particular transaction to be undertaken.

A letter to be sent to a successful supplier confirming an intention to award a contract to that supplier.

A Drafting note for use alongside the descriptive document, which may be issued along with an invitation to participate in a dialogue.

This note contains guidance on issues to consider when drafting and negotiation a condition precedent for inclusion in a sale and purchase agreement when the transaction is caught by the EU Merger Regulation. It also provides an example of such a condition. See also Corporate transactions and merger control: practical considerations.

This is an example of a standard form client questionnaire to be used to obtain the information needed to determine whether the EU Merger Regulation applies to a transaction. The questionnaire also provides information on how to calculate turnover for these purposes. The questionnaire has been drafted so that it can be adapted for use when obtaining information from just one party to a transaction or from all the relevant undertakings. Further, it includes options to cover the situations when the company being acquired is part of a business, where assets are being acquired or where one or all of the parties are credit, financial or insurance undertakings. This document should be read with Checklist: The application of the EU Merger Regulation turnover thresholds.

This drafting note accompanies the standard document franchise agreement. WARNING: Changes to the CRC. The government is in the process of making significant changes to the CRC Energy Efficiency Scheme in order to simplify it. See drafting note to clause 16.

A Standard Clause allowing a buyer to obtain the best possible price on goods or services from a seller by requiring it to provide the buyer with the lowest price among all buyers in that market.  If the seller wants to offer a different buyer a lower price, it must also first offer that price to the buyer with the most favored customer clause (MFC). MFCs can implicate US antitrust laws, which analyze the enforceability of MFCs using a rule of reason analysis. This Standard Clause addresses the price of goods and has integrated drafting notes with important explanations and drafting tips.

This transaction description may be used by counsel preparing Item 3(a) of the Hart-Scott-Rodino form on behalf of a buyer or seller. This Item 3(a) has integrated notes with important explanations and drafting tips.

This sample request list (in memorandum form) includes the main items of information needed to prepare the most recent version of the Hart-Scott-Rodino (HSR) form. This Standard Document has integrated notes with important explanations and drafting tips. The drafting notes distinguish between information required from buyers and sellers and offer suggestions to counsel for preparing the HSR form. This Standard Document should not be used for deals involving associates, as defined by the HSR rules.

This drafting note is a commentary on the Standard document, Invitation to participate in a dialogue, which is designed to be used by contracting authorities in order to seek proposals from qualified bidders for services. The note provides background to aspects of the competitive dialogue procedure and explains the purpose of the Standard document within the context of this procedure.

This standard document is the second part of the Invitation to tender (public sector) and contains some example questions that can be used by contracting authorities to assess suppliers' tenders. The first part of the ITT is contained in Standard document, Invitation to tender (public sector). To ensure that this standard document is the best starting point for you we would appreciate your views. Please e-mail your comments to: publicsectorfeedback@practicallaw.com.

A letter informing a tenderer that has complained about a public procurement process that a review has revealed no complaint with any substance and that, therefore, the authority will proceed to enter contract as intended.

A letter to be issued by a contracting authority to notify a contractor that an option to extend the term of a contract subject to the public procurement regime is being exercised or to record an agreement that the term of the contract will be extended.

A letter to be sent by a contracting authority, offering to meet on a without prejudice basis following a challenge to a public procurement process made by a tenderer.

A letter to be sent to reject a supplier during the dialogue phase of a procurement process run using the competitive dialogue procedure.

A letter to be sent to a supplier expressing an interest in a procurement process enclosing either a pre-qualification questionnaire or an invitation to tender.

A standard form admission agreement for use by an administering authority of the Local Government Pension Scheme. The agreement is the means by which a private contractor, to whom former local government employees transfer under TUPE, can participate in the Scheme as an admission body. The Local Government Pension Scheme (Administration) Regulations 2008 (SI 2008/239), as amended by the Local Government Pension Scheme (Miscellaneous) Regulations 2012 (SI 2012/1989), detail a list of matters to be included in admission agreements with both tranferee admission bodies and community admission bodies. These are referred to in the drafting notes where appropriate. This standard document contains drafting notes integrated within the text. You can view the document without the integrated drafting notes, or view the notes by themselves, using the options in the "Actions" box in the top-right corner of the screen.

Skeleton master development agreement, primarily designed for the appointment by a master franchisee of a licensee who is entrusted with the development of a territory by operating franchise outlets itself, without any right to sub-franchise.

Under the Robinson-Patman Act, a seller is prohibited from discriminating in price among competing buyers.  A meeting competition form can provide evidence that the seller attempted to legally verify a competitor's lower price if it is ever subject to a price discrimination claim.  This Standard Document should be used by a sales person who has been asked for a discounted price from a customer.

This sample Memorandum informs officers and directors of a corporation and employees involved in a proposed transaction how to identify and compile documents required by Items 4(c) and 4(d) of the Hart-Scott-Rodino (HSR) form to help keep better track of documents and ensure a more complete 4(c) and 4(d) document review. 

The questionnaire provides examples of the types of questions that may be asked of the parties to a transaction in order to obtain the information necessary to form a preliminary view of the merger control regimes that apply to a transaction.

A clause-by-clause guide to the relevance of the OGC model ICT services agreement when an authority uses the agreement in a non-ICT services outsourcing.

This pre-qualification questionnaire is issued by the Cabinet Office. It can be supplemented and completed by contracting authorities, and provided to prospective bidders interested in securing public sector works, supply or services contracts. The Cabinet Office's template questionnaire can be found on its website, see Pre Qualification Questionnaire Template.

A detailed precedent document setting out company guidelines for European Commission investigations (dawn raids).

A drafting note to accompany the suite of correspondence for use by contracting authorities during the course of a procurement process. This drafting note has been updated to take account of the Public Contracts (Amendment) Regulations 2009 (SI 2009/2992).

Links to a selection of key definitions and boilerplate clauses for use in public sector contracts together with drafting notes detailing when and how to use them.  These provisions are taken from the following key standard government contracts: The OGC Model Services Agreement; The OGC Model ICT Services Agreement for major projects; and Standardisation of PFI Contracts version 4 (SOPC4). The clauses are therefore subject to crown copyright.

Two boilerplate clauses on audit rights for use in public sector contracts based on clauses published in key standard government contracts.

A boilerplate clause on freedom of information for use in public sector contracts based on a clause published in a key standard government contract.

A boilerplate clause on human rights for use in public sector contracts based on a clause published in a key standard government contract.

A boilerplate clause on the payment of sub-contractors for use in public sector contracts based on a clause published in a key standard government contract.

Two boilerplate clauses on the prevention of corruption for use in public sector contracts based on clauses published in key standard government contracts.  These clauses have not been updated to take account of the Bribery Act 2010 coming into force on 1 July 2011, for a new clause on the prevention of bribery, see Standard clause, Prevention of bribery.

A boilerplate clause on rights of set-off for use in public sector contracts based on a clause published in a key standard government contract.

This Standard Clause may be used in a purchase or merger agreement when a buyer and seller wish to define the efforts each will take to cooperate in determining antitrust strategy and to obtain antitrust approval. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

This Standard Clause may be used when a transacting party, whether buyer or seller, wants the other side to provide a representation that no HSR filing is required for failure to meet the size-of-person test. This Standard Clause has integrated notes with important explanations and drafting tips.

This Standard Clause may be used in a purchase or merger agreement when a buyer wishes to limit its obligation to make divestitures in a transaction that may be subject to an enforcement action by an antitrust regulator. This Standard Clause has integrated drafting notes with important explanations and drafting and negotiating tips.

This sample notice letter should be used by a buyer making a premerger filing under the HSR Act in a non-negotiated transaction set out under HSR Rule 801.30. This Standard Document has integrated drafting notes with important explanations and drafting tips.

An agreement for use by public sector authorities for the purchase of services. The agreement can be used for a variety of services including those involving a transfer of staff and use of the public body’s assets. It includes the standard public sector boilerplate provisions.

A standard letter from the client of outsourced services requesting employee liability information for the purposes of regulation 11 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) for onward distribution to bidders on a re-tendering. Note that this may need amending as there are proposals to make changes to TUPE in October 2013, in particular to remove the obligation to provide employee liability information. For further information, see Legal update, TUPE: consultation on proposed changes.

A standard letter for use in a business transfer or outsourcing arrangement where the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply containing the employee liability information required to be provided by the transferor to the transferee under regulation 11 of TUPE. Note that there are proposals to make changes to TUPE in October 2013, in particular to repeal the requirement to provide employee liability information. For further information, see Legal update, TUPE: consultation on proposed changes.

This note contains guidance on issues to consider when drafting and negotiating a condition precedent for inclusion in a sale and purchase agreement when the transaction is caught by the UK merger control rules. It also provides an example of such a condition. See also the Practice note, Corporate transactions and merger control: practical considerations.

A specimen questionnaire providing examples of the types of questions that may be asked of the parties to a transaction to establish whether a transaction may be subject to investigation under the Enterprise Act 2002.