Carolyn is a general commercial lawyer with extensive experience in advising retail/FMCG information technology and vertical farming businesses. She previously worked in-house at Cadbury Schweppes in Australia and at Ocado as Head of Commercial Law and acted as General Counsel to a vertical farming business. Carolyn can handle a wide range of commercial issues and commercial contracts and has acquired a broad range of skills and a deep understanding of these sectors, the challenges which can arise and how to quickly overcome them. She also acts as in-house counsel to companies that need additional support.
I can't fault Carolyn Bane at Keystone; we have been working with her for around a year now for our business contract work and she is incredibly diligent and reliable. It's very helpful and rare to have a lawyer who is approachable and helpful when you know very little yourself! As for the wider Keystone group it is also very helpful to have on hand a huge wealth of expertise at your fingertips - we have been able to access other lawyers very easily who have been enormously helpful to our business.
R. Moxon, Plastometrex Limited
Carolyn has excellent experience in our sector but also brings with her knowledge from other areas that has been invaluable in her work for us. More recently she has been a calm and knowledgeable sounding board in a couple of lengthy contract negotiation scenarios that have ended up positively for both parties. I have been particularly impressed and grateful that she was able to front the legal negotiations, her experience, knowledge and calm demeanour really shining though.
Doherty IT Solutions Ltd
Keystone Law is the best commercial legal practice with whom we have dealt. For over 10 years they have provided first class advice on a range of issues, up to and including litigation. Keystone act professionally, are transparent on cost, deliver value and when the time comes display courage in the face of adversity. Our current solicitor is Carolyn Bane who is exceptional and always delivers.
The CPD Certification Service Limited
Expertise
Commercial/Technology/IP
- Procurement and supply agreements
- Manufacturing and supply agreements
- Goods and services agreements
- Consultancy agreements
- Outsourcing agreements
- Design appointment agreements
- Heads of terms, letters of intent (LOIs), memoranda of understanding (MOUs)
- University research and development agreements
- Non-disclosure/confidentiality agreements
- Advertising/marketing agreements
- Customer-facing website terms
- Limitations and exclusions of liability
- IP assignment and licensing
- IP escrow agreements
- Software-as-a-service (SaaS) agreements
- Software development and licensing
Data Protection
- Data processing agreements/clauses
- Data protection/GDPR advice
- Electronic marketing advice
ESG
- Drafting and negotiating ESG compliance clauses, including in relation to codes of conduct, anti-corruption, anti-bribery, anti-slavery, money laundering and fraud
- Drafting warranty clauses that require parties to represent and warrant their compliance with relevant ESG laws, standards and regulations throughout the duration of the contract
- Drafting contractual obligations for suppliers to provide regular ESG reports and audits
- Integrating ESG considerations throughout the contract lifecycle, from negotiation to execution and monitoring, ensuring that all parties are aligned on ESG goals and commitments and setting out clear consequences for non-compliance
- Integrating best practices for ESG risk management into contract negotiations and contracts
- Identifying and assessing ESG risks associated with commercial transactions and supply chains
In-House Legal Support
- Acting as in-house counsel to companies that are not yet ready to make an internal legal appointment or require additional legal support
Legal Operations
- Automation of the legal contracting process
- Implementation of legal software to produce better and more cost-effective legal support
Experience
Agriculture
- Created template NDAs for a vertical farming company.
- Created template terms and conditions for the supply of goods and services for a vertical farming company.
- Created template MoUs for a vertical farming company.
- Created template design appointment agreements for a vertical farming company.
- Created a template contract for the design, manufacture, supply, commission and installation of products/equipment for a vertical farming company.
- Reviewed, amended and negotiated various agreements including for the provision of IT consultancy services and collaboration agreements for a vertical farming company.
- Reviewed a power purchase agreement for a vertical farming company.
- Reviewed, amended and negotiated various MoUs and corporate NDAs for a vertical farming company.
- Reviewed, amended and negotiated corporate engagement letters for a vertical farming company.
Retail
- Advised on the commercial contractual terms of the strategic operating agreement for Morrisons’ expansion into online retail.
- Project lead in the implementation and set-up of Ocado Retail Legal Team as a standalone legal department from Ocado Group plc, following the sale of 50% of the Ocado UK retail business to Marks & Spencer Group.
- Managed and negotiated key procurement contracts for an online retail partnership between Ocado and Coles, in Australia.
- Project lead for Ocado GDPR compliance programme/implementation including design and delivery of GDPR training packages, data privacy policies and reviewing privacy management technology platforms.
- Advised and assisted Ocado Group plc in its GSCOP compliance work and “Designated Retailer” status under the Groceries (Supply Chain Practices) Market Investigation Order.
- Drafted and negotiated numerous automated bagging machine contracts with an Austrian company for use within the Ocado business.
- Advised and negotiated an enterprise management Cloud agreement hosting various applications for Ocado Group.
- Advised and negotiated a Cloud-based instant messaging master subscription agreement for worldwide use across Ocado Group.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognition
The Lawyer Awards 2020: Ocado Group plc “In-house commerce & industry team of the year” – Highly Commended award
Career
Carolyn qualified as a solicitor in 1998. Prior to joining Keystone Law in 2021, she worked at the following firms:
- Ocado Group Plc, London
- Cadbury Schweppes, Melbourne, Australia
- Bird & Bird, London
- Andersen Legal, London
- Allens Linklaters, Melbourne, Australia