Tim Wright

This Practice Note provides practical guidance when drafting and advising on an invitation to tender (also known as a request for proposal) in the context of a commercial private procurement transaction. It includes considerations on preparation and planning, confidentiality and intellectual property, approach, legal status, key issues, drafting considerations, contractual terms and conditions, evaluation criteria, stakeholder management and cross-border issues.

This Practice Note sets out guidance upon the meaning, use and importance of commonly used terms in exclusion and limitation of liability clauses in commercial agreements, including the terms: abandonment; wilful misconduct; and deliberate default. It considers how these terms have been interpreted via case law and includes tips for parties when drafting and negotiating commercial agreements.

This Precedent intra-group services agreement is intended for use as a supply of services agreement where the customer and the supplier are members of the same group of companies and, as such, it is not intended to favour either party and, where appropriate, it adopts a simpler approach than equivalent business-to-business (B2B) agreements. For example, detailed provisions relating to supplier evaluation, warranty periods and performance criteria, and supply chain clauses such as those dealing with modern slavery and anti-bribery have been omitted.

This Precedent international intra-group services agreement is intended for use as a supply of services agreement where the customer and the supplier are members of the same group of companies and where the supplier company is located in a jurisdiction other than England and Wales. The Precedent is not intended to favour either party and, where appropriate, it adopts a simpler approach than equivalent business-to-business (B2B) agreements. For example, detailed provisions relating to supplier evaluation, warranty periods and performance criteria, and supply chain clauses such as those dealing with modern slavery and anti-bribery have been omitted.

This Precedent manufacturing agreement is for use where a manufacturer manufactures product on behalf of a customer, and is drafted with a pro-customer bias. This manufacturing agreement assumes that the customer supplies the design specification for the product and the manufacturer provides the raw materials and packaging for the manufacture of the product. An optional exclusivity clause is included requiring the manufacturer to only manufacture the product for the customer. In this Precedent manufacturing agreement, the customer retains the ownership of all intellectual property rights in the product manufactured and any improvements relating solely to the product. It is assumed that tooling is supplied by the manufacturer as part of the price.

This Precedent manufacturing agreement is for use where a manufacturer manufactures product on behalf of a customer, and is drafted with a pro-manufacturer bias. This manufacturing agreement assumes that the customer supplies the design specification for the product and the manufacturer provides the raw materials and packaging for the manufacture of the product. In this Precedent manufacturing agreement, each party retains ownership of all intellectual property rights that they bring to the arrangement and any improvements created by them. It is assumed that tooling is supplied by the manufacturer as part of the price.