Running your business
Running your business
When you are running your business, you want to be focused on the things that make you money, and not worrying about non-core functions such as legal. That being said having an understanding is key.
This section covers a number of different legal matters that might come up while you are running your business.
Hiring & Managing Employees
Software Development Agreement
What is it?
Freelancer Agreement
Internship Agreement
What is it?
Staff Handbook
What is it?
Job description
What is it?
Job offer letter
Non-executive director letter of appointment
Senior employment contract
Zero hours contract
Consultancy agreement
Employment contract
Change to employment terms letter
What is it?
As an employer sometimes you may have business reasons that means you need to change your employees terms and conditions of employment (eg basic rate, overtime, bonus, working location, duties and responsibilities, hours/days of work, holiday or sick pay entitlement). This is called a “variation” of the contracts of employment.
Why is it important?
You can only do this if (a) you have a provision in the contract that allows the change. This clause is usually called a “flexibility clause” and may be in your contract or Company Handbook. (b) the employees agree the change or (c) the employees representative eg a Trade Union agrees the change.
Risks
You must have sound business reasons for making any change and follow a fair consultation procedure with your employees before you introduce the changes. If the employees do not agree the change and you believe that it is a reasonable change you can force a new contract on your employees. However, this should be used only as a last resort as it could lead to an employee raising a grievance and ultimately a claim to an Employment Tribunal. Once the change has been agreed you should ensure that each employee signs the new contract to confirm the employee has accepted the change and that you keep a copy.
Please contact our employment solicitors if you are thinking of making a change to your employment contracts.
Working time directive opt out letter
What is it?
Probation letter
What is it?
Flexible working request
What is it?
Grievance letter
What is it?
A grievance is a concern, problem or complaint raised by an employee in the workplace about their work, their manager, other staff member or the workplace. It could be about the employee’s pay and benefits, work conditions, workload, bullying or harassment. There is no legally binding process that an employer must follow when handling a grievance at work. However, it is best practice as an employer to have a grievance procedure.
Why is it important?
A grievance procedure is one of the ways to resolve a problem at work. This procedure can be set out in the employment contract, company handbook, HR intranet site or in your Human Resources manual.
Risks
If you do not have a grievance procedure you should ensure that you follow the Acas Code of Practice on Disciplinary and Grievance procedures if an employee comes to you with a grievance.
When an employee raises a workplace grievance you must take them seriously. Whether or not the grievance is valid you must investigate the grievance as it could be having a negative effect on the staff concerned and may lead to disgruntled staff and loss of valuable staff. Having an informal chat when an employee comes to you with an issue may be all that is needed. If the chat does not resolve the problem, you must investigate the problem .An employee should not be dismissed or treated unfairly for raising a genuine grievance.
An employee who is disadvantaged or dismissed for raising a grievance can raise a claim in the Employment Tribunal for unfair dismissal or automatic unfair dismissal. An employee would usually be expected to lodge a grievance before claiming constructive dismissal otherwise any damages awarded the employee at the Employment Tribunal could be reduced.
Avoid grievances in your workplace by contacting Pure Business law, your expert employment lawyers.
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
HR Policies
Share Purchase Agreement
What is it?
A Share purchase agreement (SPA) is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. Share purchase agreements are often complex documents which can become lengthy and create significant delay, friction and cost if not dealt with by experienced, business minded lawyers.
Why is it important?
There is often a choice and negotiation over whether it’s best for either or both parties to buy/sell assets rather than shares. This would depend on whether the current owner (seller) is a limited company. If not, there can be no share sale! Further, where a buyer wants to preserve as many customer relations as possible, they may elect to buy the shares as opposed to assets.
The seller’s solicitor usually draws up the draft share purchase agreement.
Risks
While the buyer’s solicitor will try to protect the buyer the interest of the seller’s solicitor is to minimise this protection, in particular by limiting the seller’s liability for misrepresentation. However, in practice, where there is fraudulent misrepresentation the seller will still be liable so the buyer may accept such clauses since they are not valid if the seller can prove fraudulent misrepresentation.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Asset Purchase Agreement
What is it?
An asset purchase agreement is an agreement setting out the terms and conditions relating to the sale and purchase of assets of a business. In an asset purchase, the company itself will be selling the assets, whilst in a share sale, the individual shareholders will be the sellers.
Occasionally a buyer will prefer to acquire certain assets of a business rather than acquire all of the shares in a company and therefore, both its assets and liabilities.
A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares. The main benefit of an asset purchase is that a buyer may selectively pick the assets and liabilities they want to acquire and there is generally less risk of hidden liabilities than with a share purchase.
Risks
The main disadvantage of an asset sale, as opposed to a share purchase agreement is that each item must be transferred in accordance with its proper rules and made enforceable against third parties (eg through consents and approvals). This is especially the case for customer contracts, as a third party may view the transaction as an opportunity to renegotiate their contract thereby adding delay and additional costs to the transaction.
In addition, there may be other important contracts that are non-transferrable, or licences and consents unique to the seller which may not be transferrable.
In an asset sale it is vital to identify what exactly is being purchased. Assets transferred as part of an Asset purchase agreement may include:
- Plant and machinery.
- Premises;
- Stock;
- Contracts;
- Know-how; and
- Goodwill.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Disclosure Letter
What is it?
A Non-Disclosure letter or Non-Disclosure Agreement, also called a Confidentiality Agreement, is a legal contract between two or more parties by which the parties agree not to disclose information (which is intended to be kept secret) that they have shared with each other during a business relationship to third parties.
Why is it important?
This Agreement may either be one-way (unilateral) or two-way (mutual), depending on whether both parties will be providing the secret information. If one party will be providing the secret information to the other, it is called a Unilateral Non-Disclosure Agreement.
For example, where an inventor of an idea is sharing the idea with another person, the inventor is the disclosing party and the other party is the receiving party. If the two parties will share the secret information between themselves, it is called a Mutual Non-Disclosure Agreement.
Protecting your IP
Settlement agreement
What is it?
A Settlement Agreement is a binding contract between an employer and employee which settles claims that an employee may have against their employer. Whilst such an agreement is usually used in relation to be ending the employment it may also be used to settle a dispute that has arisen between an employer and employee where there is no intention by either party to end the employment.
Why is it important?
The terms of the settlement agreement must be mutually agreed between the employer and employee and must include a waiver of the specific claims which the employee has or could have. The agreement should contain a breakdown of the payments which have been agreed and should also state whether any of the payments are to be paid to the employee free of tax. Payments of up to £30k compensation can often be paid without deduction of tax if the payment is being made on an “ex gratia basis” (i.e. it is a payment you have voluntarily decided to make rather than one that you are legally obliged to make) or as compensation damages for a breach of contract.
Risks?
For a settlement agreement to be legally binding it must meet a number of statutory requirements eg it must be in writing, must specify the particular claims or complaints which the agreement is settling and the employee must have received advice on the terms and effect of the agreement from an independent solicitor or a trade union official whose advice is covered by insurance.
If the settlement agreement does not meet all of the statutory requirements, it will not be binding and the employee can still bring claims against the employer relating to the claims allegedly “settled” by the settlement agreement.It is a good idea to take proper legal advice before you decide to enter into a settlement agreement.
Reference letter
What is it?
A Reference letter is a letter that is usually written to testify to a person’s or (sometimes) a company’s skills, experience, character and or achievements. It is used in various circumstances eg when a candidate applies for a job and needs a reference to support their application, if a job candidate is made a job offer and is asked to provide a reference letter before the contract can be signed, a landlord asks a prospective tenant to provide a reference letter testifying to their character and good financial statues, a student applies for funding and is asked to provide a reference letter or a company applies for a tender and is asked to provide reference letters testifying to their ability to do the job and their trustworthiness.
Why is it important?
A Reference letter is a formal document and should be written in a business-like style. Do not mention any weaknesses that the candidate has or say anything that could be construed as derogatory or libel. If you honestly feel that the applicant has no good qualities or if you have had a dispute with them in the past you should tell them to get a reference letter from someone else. An employer must give a reference if there was a written agreement to do so and they are in a regulated industry such as Financial services.
Risks
You are under no obligation to give a work reference but if you do it must be fair and accurate. Your employee may be able to sue you in court and claim damages if you give a reference, they think is misleading or unfair. To do so the employee must be able to show that (a ) the reference is misleading or inaccurate and (b) they suffered a loss eg a job offer was withdrawn.It is essential that you do not lie in it or you could be sued.
Need some advice? Contact our employment solicitors.
Business Relationships
Settlement agreement
What is it?
A Settlement Agreement is a binding contract between an employer and employee which settles claims that an employee may have against their employer. Whilst such an agreement is usually used in relation to be ending the employment it may also be used to settle a dispute that has arisen between an employer and employee where there is no intention by either party to end the employment.
Why is it important?
The terms of the settlement agreement must be mutually agreed between the employer and employee and must include a waiver of the specific claims which the employee has or could have. The agreement should contain a breakdown of the payments which have been agreed and should also state whether any of the payments are to be paid to the employee free of tax. Payments of up to £30k compensation can often be paid without deduction of tax if the payment is being made on an “ex gratia basis” (i.e. it is a payment you have voluntarily decided to make rather than one that you are legally obliged to make) or as compensation damages for a breach of contract.
Risks?
For a settlement agreement to be legally binding it must meet a number of statutory requirements eg it must be in writing, must specify the particular claims or complaints which the agreement is settling and the employee must have received advice on the terms and effect of the agreement from an independent solicitor or a trade union official whose advice is covered by insurance.
If the settlement agreement does not meet all of the statutory requirements, it will not be binding and the employee can still bring claims against the employer relating to the claims allegedly “settled” by the settlement agreement.It is a good idea to take proper legal advice before you decide to enter into a settlement agreement.
Reference letter
What is it?
A Reference letter is a letter that is usually written to testify to a person’s or (sometimes) a company’s skills, experience, character and or achievements. It is used in various circumstances eg when a candidate applies for a job and needs a reference to support their application, if a job candidate is made a job offer and is asked to provide a reference letter before the contract can be signed, a landlord asks a prospective tenant to provide a reference letter testifying to their character and good financial statues, a student applies for funding and is asked to provide a reference letter or a company applies for a tender and is asked to provide reference letters testifying to their ability to do the job and their trustworthiness.
Why is it important?
A Reference letter is a formal document and should be written in a business-like style. Do not mention any weaknesses that the candidate has or say anything that could be construed as derogatory or libel. If you honestly feel that the applicant has no good qualities or if you have had a dispute with them in the past you should tell them to get a reference letter from someone else. An employer must give a reference if there was a written agreement to do so and they are in a regulated industry such as Financial services.
Risks
You are under no obligation to give a work reference but if you do it must be fair and accurate. Your employee may be able to sue you in court and claim damages if you give a reference, they think is misleading or unfair. To do so the employee must be able to show that (a ) the reference is misleading or inaccurate and (b) they suffered a loss eg a job offer was withdrawn.It is essential that you do not lie in it or you could be sued.
Need some advice? Contact our employment solicitors.
Running an online business
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Buying & Selling Goods & Services
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Managing a company
Share Purchase Agreement
What is it?
A Share purchase agreement (SPA) is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. Share purchase agreements are often complex documents which can become lengthy and create significant delay, friction and cost if not dealt with by experienced, business minded lawyers.
Why is it important?
There is often a choice and negotiation over whether it’s best for either or both parties to buy/sell assets rather than shares. This would depend on whether the current owner (seller) is a limited company. If not, there can be no share sale! Further, where a buyer wants to preserve as many customer relations as possible, they may elect to buy the shares as opposed to assets.
The seller’s solicitor usually draws up the draft share purchase agreement.
Risks
While the buyer’s solicitor will try to protect the buyer the interest of the seller’s solicitor is to minimise this protection, in particular by limiting the seller’s liability for misrepresentation. However, in practice, where there is fraudulent misrepresentation the seller will still be liable so the buyer may accept such clauses since they are not valid if the seller can prove fraudulent misrepresentation.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Asset Purchase Agreement
What is it?
An asset purchase agreement is an agreement setting out the terms and conditions relating to the sale and purchase of assets of a business. In an asset purchase, the company itself will be selling the assets, whilst in a share sale, the individual shareholders will be the sellers.
Occasionally a buyer will prefer to acquire certain assets of a business rather than acquire all of the shares in a company and therefore, both its assets and liabilities.
A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares. The main benefit of an asset purchase is that a buyer may selectively pick the assets and liabilities they want to acquire and there is generally less risk of hidden liabilities than with a share purchase.
Risks
The main disadvantage of an asset sale, as opposed to a share purchase agreement is that each item must be transferred in accordance with its proper rules and made enforceable against third parties (eg through consents and approvals). This is especially the case for customer contracts, as a third party may view the transaction as an opportunity to renegotiate their contract thereby adding delay and additional costs to the transaction.
In addition, there may be other important contracts that are non-transferrable, or licences and consents unique to the seller which may not be transferrable.
In an asset sale it is vital to identify what exactly is being purchased. Assets transferred as part of an Asset purchase agreement may include:
- Plant and machinery.
- Premises;
- Stock;
- Contracts;
- Know-how; and
- Goodwill.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Disclosure Letter
What is it?
A Non-Disclosure letter or Non-Disclosure Agreement, also called a Confidentiality Agreement, is a legal contract between two or more parties by which the parties agree not to disclose information (which is intended to be kept secret) that they have shared with each other during a business relationship to third parties.
Why is it important?
This Agreement may either be one-way (unilateral) or two-way (mutual), depending on whether both parties will be providing the secret information. If one party will be providing the secret information to the other, it is called a Unilateral Non-Disclosure Agreement.
For example, where an inventor of an idea is sharing the idea with another person, the inventor is the disclosing party and the other party is the receiving party. If the two parties will share the secret information between themselves, it is called a Mutual Non-Disclosure Agreement.
Settlement agreements & Ref
Settlement agreement
What is it?
A Settlement Agreement is a binding contract between an employer and employee which settles claims that an employee may have against their employer. Whilst such an agreement is usually used in relation to be ending the employment it may also be used to settle a dispute that has arisen between an employer and employee where there is no intention by either party to end the employment.
Why is it important?
The terms of the settlement agreement must be mutually agreed between the employer and employee and must include a waiver of the specific claims which the employee has or could have. The agreement should contain a breakdown of the payments which have been agreed and should also state whether any of the payments are to be paid to the employee free of tax. Payments of up to £30k compensation can often be paid without deduction of tax if the payment is being made on an “ex gratia basis” (i.e. it is a payment you have voluntarily decided to make rather than one that you are legally obliged to make) or as compensation damages for a breach of contract.
Risks?
For a settlement agreement to be legally binding it must meet a number of statutory requirements eg it must be in writing, must specify the particular claims or complaints which the agreement is settling and the employee must have received advice on the terms and effect of the agreement from an independent solicitor or a trade union official whose advice is covered by insurance.
If the settlement agreement does not meet all of the statutory requirements, it will not be binding and the employee can still bring claims against the employer relating to the claims allegedly “settled” by the settlement agreement.It is a good idea to take proper legal advice before you decide to enter into a settlement agreement.
Reference letter
What is it?
A Reference letter is a letter that is usually written to testify to a person’s or (sometimes) a company’s skills, experience, character and or achievements. It is used in various circumstances eg when a candidate applies for a job and needs a reference to support their application, if a job candidate is made a job offer and is asked to provide a reference letter before the contract can be signed, a landlord asks a prospective tenant to provide a reference letter testifying to their character and good financial statues, a student applies for funding and is asked to provide a reference letter or a company applies for a tender and is asked to provide reference letters testifying to their ability to do the job and their trustworthiness.
Why is it important?
A Reference letter is a formal document and should be written in a business-like style. Do not mention any weaknesses that the candidate has or say anything that could be construed as derogatory or libel. If you honestly feel that the applicant has no good qualities or if you have had a dispute with them in the past you should tell them to get a reference letter from someone else. An employer must give a reference if there was a written agreement to do so and they are in a regulated industry such as Financial services.
Risks
You are under no obligation to give a work reference but if you do it must be fair and accurate. Your employee may be able to sue you in court and claim damages if you give a reference, they think is misleading or unfair. To do so the employee must be able to show that (a ) the reference is misleading or inaccurate and (b) they suffered a loss eg a job offer was withdrawn.It is essential that you do not lie in it or you could be sued.
Need some advice? Contact our employment solicitors.
Commercial notices
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Letting a commercial property
Share Purchase Agreement
What is it?
A Share purchase agreement (SPA) is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. Share purchase agreements are often complex documents which can become lengthy and create significant delay, friction and cost if not dealt with by experienced, business minded lawyers.
Why is it important?
There is often a choice and negotiation over whether it’s best for either or both parties to buy/sell assets rather than shares. This would depend on whether the current owner (seller) is a limited company. If not, there can be no share sale! Further, where a buyer wants to preserve as many customer relations as possible, they may elect to buy the shares as opposed to assets.
The seller’s solicitor usually draws up the draft share purchase agreement.
Risks
While the buyer’s solicitor will try to protect the buyer the interest of the seller’s solicitor is to minimise this protection, in particular by limiting the seller’s liability for misrepresentation. However, in practice, where there is fraudulent misrepresentation the seller will still be liable so the buyer may accept such clauses since they are not valid if the seller can prove fraudulent misrepresentation.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Asset Purchase Agreement
What is it?
An asset purchase agreement is an agreement setting out the terms and conditions relating to the sale and purchase of assets of a business. In an asset purchase, the company itself will be selling the assets, whilst in a share sale, the individual shareholders will be the sellers.
Occasionally a buyer will prefer to acquire certain assets of a business rather than acquire all of the shares in a company and therefore, both its assets and liabilities.
A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares. The main benefit of an asset purchase is that a buyer may selectively pick the assets and liabilities they want to acquire and there is generally less risk of hidden liabilities than with a share purchase.
Risks
The main disadvantage of an asset sale, as opposed to a share purchase agreement is that each item must be transferred in accordance with its proper rules and made enforceable against third parties (eg through consents and approvals). This is especially the case for customer contracts, as a third party may view the transaction as an opportunity to renegotiate their contract thereby adding delay and additional costs to the transaction.
In addition, there may be other important contracts that are non-transferrable, or licences and consents unique to the seller which may not be transferrable.
In an asset sale it is vital to identify what exactly is being purchased. Assets transferred as part of an Asset purchase agreement may include:
- Plant and machinery.
- Premises;
- Stock;
- Contracts;
- Know-how; and
- Goodwill.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Disclosure Letter
What is it?
A Non-Disclosure letter or Non-Disclosure Agreement, also called a Confidentiality Agreement, is a legal contract between two or more parties by which the parties agree not to disclose information (which is intended to be kept secret) that they have shared with each other during a business relationship to third parties.
Why is it important?
This Agreement may either be one-way (unilateral) or two-way (mutual), depending on whether both parties will be providing the secret information. If one party will be providing the secret information to the other, it is called a Unilateral Non-Disclosure Agreement.
For example, where an inventor of an idea is sharing the idea with another person, the inventor is the disclosing party and the other party is the receiving party. If the two parties will share the secret information between themselves, it is called a Mutual Non-Disclosure Agreement.
Sale and Purchase of Commerial Property
Joint Venture Agreement
Manufacturing Agreement
Memorandum of Understanding
Agency Agreement
Referral Agreement
Licensing Agreement
End User Licence Agreement
Service Level Agreement
Partnership agreement
LLP agreement
Distribution agreement
Model release letter
Sales agency agreement
Sub-contracting agreement
Franchise Agreement
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Buying & Selling a business
Share Purchase Agreement
What is it?
A Share purchase agreement (SPA) is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. Share purchase agreements are often complex documents which can become lengthy and create significant delay, friction and cost if not dealt with by experienced, business minded lawyers.
Why is it important?
There is often a choice and negotiation over whether it’s best for either or both parties to buy/sell assets rather than shares. This would depend on whether the current owner (seller) is a limited company. If not, there can be no share sale! Further, where a buyer wants to preserve as many customer relations as possible, they may elect to buy the shares as opposed to assets.
The seller’s solicitor usually draws up the draft share purchase agreement.
Risks
While the buyer’s solicitor will try to protect the buyer the interest of the seller’s solicitor is to minimise this protection, in particular by limiting the seller’s liability for misrepresentation. However, in practice, where there is fraudulent misrepresentation the seller will still be liable so the buyer may accept such clauses since they are not valid if the seller can prove fraudulent misrepresentation.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Asset Purchase Agreement
What is it?
An asset purchase agreement is an agreement setting out the terms and conditions relating to the sale and purchase of assets of a business. In an asset purchase, the company itself will be selling the assets, whilst in a share sale, the individual shareholders will be the sellers.
Occasionally a buyer will prefer to acquire certain assets of a business rather than acquire all of the shares in a company and therefore, both its assets and liabilities.
A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares. The main benefit of an asset purchase is that a buyer may selectively pick the assets and liabilities they want to acquire and there is generally less risk of hidden liabilities than with a share purchase.
Risks
The main disadvantage of an asset sale, as opposed to a share purchase agreement is that each item must be transferred in accordance with its proper rules and made enforceable against third parties (eg through consents and approvals). This is especially the case for customer contracts, as a third party may view the transaction as an opportunity to renegotiate their contract thereby adding delay and additional costs to the transaction.
In addition, there may be other important contracts that are non-transferrable, or licences and consents unique to the seller which may not be transferrable.
In an asset sale it is vital to identify what exactly is being purchased. Assets transferred as part of an Asset purchase agreement may include:
- Plant and machinery.
- Premises;
- Stock;
- Contracts;
- Know-how; and
- Goodwill.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Disclosure Letter
What is it?
A Non-Disclosure letter or Non-Disclosure Agreement, also called a Confidentiality Agreement, is a legal contract between two or more parties by which the parties agree not to disclose information (which is intended to be kept secret) that they have shared with each other during a business relationship to third parties.
Why is it important?
This Agreement may either be one-way (unilateral) or two-way (mutual), depending on whether both parties will be providing the secret information. If one party will be providing the secret information to the other, it is called a Unilateral Non-Disclosure Agreement.
For example, where an inventor of an idea is sharing the idea with another person, the inventor is the disclosing party and the other party is the receiving party. If the two parties will share the secret information between themselves, it is called a Mutual Non-Disclosure Agreement.
Operating as a Sole Trader
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Ending or Assigning an Existing Agreement
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Health & Safety
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Planning & Highways
Share Purchase Agreement
What is it?
A Share purchase agreement (SPA) is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. Share purchase agreements are often complex documents which can become lengthy and create significant delay, friction and cost if not dealt with by experienced, business minded lawyers.
Why is it important?
There is often a choice and negotiation over whether it’s best for either or both parties to buy/sell assets rather than shares. This would depend on whether the current owner (seller) is a limited company. If not, there can be no share sale! Further, where a buyer wants to preserve as many customer relations as possible, they may elect to buy the shares as opposed to assets.
The seller’s solicitor usually draws up the draft share purchase agreement.
Risks
While the buyer’s solicitor will try to protect the buyer the interest of the seller’s solicitor is to minimise this protection, in particular by limiting the seller’s liability for misrepresentation. However, in practice, where there is fraudulent misrepresentation the seller will still be liable so the buyer may accept such clauses since they are not valid if the seller can prove fraudulent misrepresentation.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Asset Purchase Agreement
What is it?
An asset purchase agreement is an agreement setting out the terms and conditions relating to the sale and purchase of assets of a business. In an asset purchase, the company itself will be selling the assets, whilst in a share sale, the individual shareholders will be the sellers.
Occasionally a buyer will prefer to acquire certain assets of a business rather than acquire all of the shares in a company and therefore, both its assets and liabilities.
A buyer will normally prefer to buy the assets of a business, while the seller will prefer to sell the shares. The main benefit of an asset purchase is that a buyer may selectively pick the assets and liabilities they want to acquire and there is generally less risk of hidden liabilities than with a share purchase.
Risks
The main disadvantage of an asset sale, as opposed to a share purchase agreement is that each item must be transferred in accordance with its proper rules and made enforceable against third parties (eg through consents and approvals). This is especially the case for customer contracts, as a third party may view the transaction as an opportunity to renegotiate their contract thereby adding delay and additional costs to the transaction.
In addition, there may be other important contracts that are non-transferrable, or licences and consents unique to the seller which may not be transferrable.
In an asset sale it is vital to identify what exactly is being purchased. Assets transferred as part of an Asset purchase agreement may include:
- Plant and machinery.
- Premises;
- Stock;
- Contracts;
- Know-how; and
- Goodwill.
Please contact us if you require specialist commercial lawyers to review, draft, negotiate, amend or generally advise on a share purchase agreement.
Disclosure Letter
What is it?
A Non-Disclosure letter or Non-Disclosure Agreement, also called a Confidentiality Agreement, is a legal contract between two or more parties by which the parties agree not to disclose information (which is intended to be kept secret) that they have shared with each other during a business relationship to third parties.
Why is it important?
This Agreement may either be one-way (unilateral) or two-way (mutual), depending on whether both parties will be providing the secret information. If one party will be providing the secret information to the other, it is called a Unilateral Non-Disclosure Agreement.
For example, where an inventor of an idea is sharing the idea with another person, the inventor is the disclosing party and the other party is the receiving party. If the two parties will share the secret information between themselves, it is called a Mutual Non-Disclosure Agreement.
Managing employee performance
Software Development Agreement
What is it?
Freelancer Agreement
Internship Agreement
What is it?
Staff Handbook
What is it?
Job description
What is it?
Job offer letter
Non-executive director letter of appointment
Senior employment contract
Zero hours contract
Consultancy agreement
Employment contract
Change to employment terms letter
What is it?
As an employer sometimes you may have business reasons that means you need to change your employees terms and conditions of employment (eg basic rate, overtime, bonus, working location, duties and responsibilities, hours/days of work, holiday or sick pay entitlement). This is called a “variation” of the contracts of employment.
Why is it important?
You can only do this if (a) you have a provision in the contract that allows the change. This clause is usually called a “flexibility clause” and may be in your contract or Company Handbook. (b) the employees agree the change or (c) the employees representative eg a Trade Union agrees the change.
Risks
You must have sound business reasons for making any change and follow a fair consultation procedure with your employees before you introduce the changes. If the employees do not agree the change and you believe that it is a reasonable change you can force a new contract on your employees. However, this should be used only as a last resort as it could lead to an employee raising a grievance and ultimately a claim to an Employment Tribunal. Once the change has been agreed you should ensure that each employee signs the new contract to confirm the employee has accepted the change and that you keep a copy.
Please contact our employment solicitors if you are thinking of making a change to your employment contracts.
Working time directive opt out letter
What is it?
Probation letter
What is it?
Flexible working request
What is it?
Grievance letter
What is it?
A grievance is a concern, problem or complaint raised by an employee in the workplace about their work, their manager, other staff member or the workplace. It could be about the employee’s pay and benefits, work conditions, workload, bullying or harassment. There is no legally binding process that an employer must follow when handling a grievance at work. However, it is best practice as an employer to have a grievance procedure.
Why is it important?
A grievance procedure is one of the ways to resolve a problem at work. This procedure can be set out in the employment contract, company handbook, HR intranet site or in your Human Resources manual.
Risks
If you do not have a grievance procedure you should ensure that you follow the Acas Code of Practice on Disciplinary and Grievance procedures if an employee comes to you with a grievance.
When an employee raises a workplace grievance you must take them seriously. Whether or not the grievance is valid you must investigate the grievance as it could be having a negative effect on the staff concerned and may lead to disgruntled staff and loss of valuable staff. Having an informal chat when an employee comes to you with an issue may be all that is needed. If the chat does not resolve the problem, you must investigate the problem .An employee should not be dismissed or treated unfairly for raising a genuine grievance.
An employee who is disadvantaged or dismissed for raising a grievance can raise a claim in the Employment Tribunal for unfair dismissal or automatic unfair dismissal. An employee would usually be expected to lodge a grievance before claiming constructive dismissal otherwise any damages awarded the employee at the Employment Tribunal could be reduced.
Avoid grievances in your workplace by contacting Pure Business law, your expert employment lawyers.
Managing licenses
Running an online business
Protecting your IP
Business Relationships
Writing a business plan
Reorganisation & Redundancies
Cookie Policy
Terms of Business
Commission Linking Agreement
Consent Notices
-
Let users to your website know that you are using cookies. -
Provide a link where they can learn more about how you use the data you gather. -
Provide a way for your website users to consent to the use of cookies.
GDPR Compliance
Terms and conditions for sale of goods to consumers via a website
Terms and conditions for supply of services to consumers via a website
Email footer and disclaimer
Website terms and conditions
Privacy policy
Website Terms of Use or Online Terms of Use