Outsourced Legal Solutions

A Commercial Legal Audit is an effective way for your company to review certain key contracts and its commercial and consumer law practices.

What are the benefits of a Commercial Legal Audit?

Cost savings
Reviewing terms of your key contracts and reviewing or streamlining certain policies can lead to costs savings. As the saying goes, an ounce of prevention is worth a pound of cure.

Improve business
Identifying legal blind spots and implementing workarounds leads to smart working.

Reduce Risk
By identifying legal risk in a business, actions can be implemented to reduce exposure to financial risk such as fines for non-compliance, damages for breaches or damages from claimants.

We work with clients to understand their data flows and how they use data. This enables us to provide a compliance report.

An audit can be done on site or remotely, we will assess current data compliance and recommend steps towards compliance with data protection laws. This is undertaken through a tailored audit or questionnaire, which will remain confidential to your business. The audit will ensure that you have a detailed understanding of whether your business is meeting legal requirements and ensure that you have a clear understanding of what your business needs to do to achieve and maintain compliance.

The benefits of the audit to your business include the following:

• Compliance assurance with relevant laws and regulations.
• Enhanced security as you can identify and mitigate vulnerabilities in data management practices.
• Reputation protection by demonstrating commitment to data protection and compliance, providing a competitive edge.

What is an IP audit?
An IP audit is a tool for reviewing the IP owned or used by your business. 

A comprehensive audit will include:

• Identifying the IP assets held by a business.
• Searches of the IPO register to determine whether your trademarks and design rights are registered.
• Reviewing the IP provisions in key commercial contracts and licences.
• Reporting on the IP help by your business.

Why carry out an IP audit?

1. Identify potential gaps in IP protection.
2. Identifying cost savings.
3. Identifying the risks.

Having gone to the effort and expense of registering your IP, you should ensure your IP is protected going forward by watching for situations where third parties seek to register IP which is similar or identical to yours.

Many businesses do not have the time to monitor for third party IP registration applications which might affect or damage their brand. A simple solution is for Herrington Carmichael to carry out an IP monitoring service on your behalf in order to assist your business to protect its IP from potential infringements.

This can include watching out for trade mark applications which are similar to your own IP. As a general rule, it is quicker, less complex and less expensive to take action against a third-party application at an early stage. Our IP monitoring services therefore provides you with the opportunity to take action against third parties before they have the opportunity to register their IP.

We also proactively offer commercial and pragmatic solutions in respect of other parties who may be infringing your IP or whose activities may be causing confusion with your own branding.

A Commercial Contract Review is an effective way for your business to review commercial contracts quickly and cost effectively based on a limited review of only the most fundamental provisions.

What are the benefits of a Commercial Contract Review?

• By reviewing specific terms of your key contracts, costs can be reduced. As the saying goes, an ounce of prevention is worth a pound of cure.
• By identifying legal blind spots and implementing workarounds leads to smart working.
• By identifying legal risk in a business, actions can be implemented to reduce exposure to financial risk such as fines for non-compliance, damages for breach of contract or damages from claimants.

What’s included in the Commercial Contract review?
Reviewing the contract and preparing a high-level report in relation to the key legal risks associated with the contents and omissions of the contract. It is a high-level review rather than a full review, focussing on key issues rather than providing a full contract commentary.

A few examples of clauses we would review would be:

• Term
• Limits of liability
• Confidential Information definition
• Confidential information not covered
• Change of control
• Governing law
• Jurisdiction

All reviews will be done from a commercial law perspective and all advice is from an English law perspective only. If a contract is governed by foreign law, then local advice is recommended.

UK employers who are registered sponsors or applying for registration under the skilled worker sponsor licence application can expect, during the course of the licence or application, to receive a visit from a compliance officer of the sponsor licensing team.

To prevent Home Office scrutiny and penalties we can offer the following:

• To ensure that the processes and human resource systems and practices in place to enable you to meet your sponsorship duties
• To ensure compliance with an employer’s legal responsibilities towards the prevention of illegal working and any other relevant legislation

Full compliance will secure an ‘A’ rating licence from the sponsor team. Non-compliance could lead to the loss of your licence, failure to grant and/or fine.

Immigration Audit help?
We understand the complexity of the UK immigration processes, the legal requirements and the issues arising from compliance visits. Our audit services are tailored to meet your business needs and budget whilst ensuring you avoid the potential of incurring penalties or even prosecution. We can apply an appropriately scaled audit to meet your business needs.

Cost savings – ensuring you have tailored agreements which minimise risk and also freeing up the time of your staff to focus on other matters.

Specialised expertise – our team of experts with specialised skills allow us to handle complex legal matters efficiently.

Flexibility – Your business can scale resources up or down based on your workloads.

Lower admin – You will be able to focus on your main objectives.

Depending on the outsourced solution selected, an experienced solicitor will guide you through the onboarding process, explaining the costs and turnaround times.

Whilst we only advise on English law, we are are a long-standing member of the IR Global network having established relationships with over 150 firms in all major jurisdictions across Asia, Africa, the Americas and Europe, allowing us to provide clients with valuable insights and connections in their target markets. We also support our client’s international requirements by working with like-minded independent law firms around the globe or their existing counsel who share our values and provide expert advice. These relationships have been cultivated over many years and by investing considerable resources to ultimately be transparent and work without interruption to support your needs.

Identify potential gaps in IP protection
Some businesses may be completely unaware that they are sitting on valuable and often unexploited IP which could lead to enormous economic potential and opportunities once discovered. For example, an IP audit could help you to identify opportunities to license your IP to third parties. If a business doesn’t know what IP it has or how to leverage it, it will be at a significant commercial disadvantage compared to its competitors.

Identifying cost savings
The maintenance of registered IP rights often comes at a cost through maintenance fees. Carrying out an IP audit will assist with identifying the registered IP which are unused, under-utilized or otherwise no longer valued.

IP audits can also help to foresee and avoid costly IP disputes in circumstances where they expose potential infringement of third-party rights.

Identifying the risks
IP audits can reveal certain risks from a legal perspective, such as:

• Identifying contractual risks (e.g. restrictions set out in license agreements and contracts that do not capture IP ownership as intended/required)
• Revealing IP assets which are susceptible to being extinguished. For instance, registered trademarks may be cancelled for non-use and use may be resumed in an effort to preserve the registration.
• Reviewing operational activities to ensure the business is compliant the contracts with third parties and the use of third party IP to avoid infringement or breach of contract.

• Scheduling an introductory call to understand your business in more detail
• Issuing a questionnaire to be completed by you to identify key areas to address
• Reviewing completed questionnaire and supporting documentation

Further call to answer queries identified in questionnaire.

Advising, preparing and drafting a high-level report in relation to the responses received and each contract disclosed in the questionnaire, our report will be limited to advising only on the following elements of the contracts:

• Limitations and exclusions on liability
• the term and termination of the contract
• payment terms

We will also advise on means of incorporating your standard terms and conditions.

All reviews will be done from a commercial law perspective and all advice is from an English law perspective only. If a contract is governed by foreign law, then local advice is recommended.

We will provide the above service on a fixed fee basis up to the point of providing you with the commercial legal audit report. The fixed fee is for the review of one incorporated company’s contracts. If there are multiple group companies a reduced fee per company may be offered.

We will provide the above service on a fixed fee basis up to the point of providing you with the red flag report.

• NDA – £250 + VAT
• Contracts up to 15 pages – £400 + VAT
• Contracts 16 – 30 pages – £550 + VAT
• Contracts 31 pages and above – £750 + VAT

After receipt of your contract(s) from you , we would deliver the high-level report within 2 business days after receipt of our signed engagement letter etc. The service is not suitable for all situations. For example, if you would like a full or detailed commentary on a contract, the service may not be appropriate. We would be pleased to discuss with you on a case-by-case basis.