Course

Business law

International Business Agreements

Course overview

Why you should attend this seminar?

With the increasing number of cross-border transactions, understanding how to negotiate and draft the terms of international business agreements plays a vital role in achieving successful cross-border deals. With this in mind, Falconbury have developed this three-day highly practical training programme for in-house lawyers, private practice lawyers, commercial managers and others responsible for the negotiation and drafting of international business agreements.

This programme includes best practice tools, tips and techniques on all key elements that are essential when drafting and negotiating clear and concise contracts. These include: pre-contract issues; force majeure; contract clauses with financial implications; managing risk; and international law considerations.

Integrated drafting workshops

A special feature of this seminar is the integrated workshop sessions where delegates will have the opportunity to work through ‘hands-on’ contract drafting exercises. Following a general introduction to the topic, delegates will be divided into small working groups to apply ‘in practice and context’ tips and techniques learnt during the course of the programme under the guidance of the expert training faculty.

Who should attend?

This programme has been specifically designed for all professionals concerned with the drafting of cross-border commercial agreements, including:

In-house lawyers
Private practice lawyers
Commercial directors and managers
Contract directors and managers

What are the objectives of this seminar?

MASTER the key skills for successful international negotiations to guarantee a successful deal
EXAMINE with the key principles and common clauses in most international agreements
GET-TO-GRIPS with the important issues involving drafting contract clauses with financial implications
FIND OUT more about the differences between Force Majeure clauses in both common and civil law jurisdictions
BUILD a good understanding of the pre-contract issues that must be adhered to
DEVELOP your skills in drafting effective boilerplate clauses
UNDERSTAND the importance of international law considerations and the choice of governing law of the contract
LEARN about drafting techniques for arbitration and disputes clauses
GRASP the importance of compliance and the EU competition regulations

SPECIAL OFFER: Save €260/£200 off the 2-day ‘Influencing, Persuading and Negotiation Skills for Lawyers
Workshop’. To find out more please contact customer services: tel: +44 (0)20 7729 6677

Programme - Day 1

Programme Director’s introduction

Mastering the skills of international negotiation (1)

Preparing for negotiations
Setting objectives and getting started
Tips for conducting cross-border negotiations
Make-up of the negotiation team

Mastering the skills of international negotiation (2)

Negotiating across national and organisational cultures
Mapping national cultures
Reconciling differences
High and low context
Types of collaborations
Mapping organisational cultures
Case studies

Mastering the skills of international negotiation (3)

Role play session

WORKSHOP Pre-contract issues

Confidentiality
Pre-contractual liability
Types of binding and non-binding documents
Duties and obligations

Key principles and common clauses in international business agreements

Common law v civil law
Financial clauses – currency and exchange issues
Getting paid
Terms of appointment/length of relationship
Confidentiality and non-competition

Drafting and understanding boilerplate clauses

Impact
Transferring contractual benefits, rights and obligations
Waiver clauses
Interpretation section
Confidentiality clauses
Payment provisions
Term and termination
Entire agreement

Close of Day One

Programme - Day 2

Drafting international commercial business agreements – a comparative session

Common law v civil law
Different interpretation in different jurisdictions
Implied, express and standard terms

Force Majeure – a common law/civil law comparison

The concept of Force Majeure
Changing circumstances and unforeseen events
Hardship clauses
Defining the events
Typical claims
The termination period
Re-execution/re-negotiating
The Doctrine of Frustration
The legal effect

Exclusions and limitations of liability

Liability for personal injury or death
Liability for late delivery, performance and similar
How to limit the maximum aggregate damages
Fundamental breach v breach of fundamental obligation

WORKSHOP – Drafting agreements to comply with EU competition law
Delegates will be presented with a case study example of an agreement that may not be
compliant with the competition rules and will be asked to suggest amendments to it and
proposals for change to comply with the rules. There will then be a discussion in groups of
the changes and advice on the best means of ensuring compliance with the EU competition law rules

WORKSHOP – Drafting confidentiality agreements

Functions of confidentiality agreements; when are they appropriate; when should they be avoided?
The basic obligations: confidentiality, non-use, limits on copying, return of information
Typical negotiating issues and how they are resolved
Dealing with breaches of con?dence

WORKSHOP – E-Contracts and doing business on-line

E-commerce
Distance selling
Data protection
On-line contracts

Close of Day Two

Programme - Day 3

International law considerations

Choice of governing law
Choice of jurisdiction
Choice of forum

Drafting warranties, guarantees and indemnities in international business agreements

Definitions
Contrast between them
Distinguishing guarantees and indemnities
Does a guarantee vary the agreement?
Recent cases

WORKSHOP – Drafting international licensing agreements

The essential terms of a licence agreement
Licensing trademarks, patents and copyright
Local law considerations

WORKSHOP – Drafting agreements for international joint ventures and strategic alliances

Sharing of risk and investment
Manufacturing
Marketing
Different types of joint ventures – new entity or contract
Multi party ventures

WORKSHOP – Drafting dispute resolution clauses

Standard arbitration clauses (ICC, LCIA, AAA, etc)
UNCITRAL Ad Hoc arbitration clause
Bifurcation clauses (state courts and arbitration)
ADR clauses (boilerplate ICC and special purpose clauses)

Close of course

The expert faculty

Programme Director

Arun Singh OBE, is an international lawyer at Grundberg Mocatta and Rakison LLP. He was formerly a partner and Head of Commercial Law at KPMGLegal. Arun is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He concentrates on international investment, joint ventures, licensing of technology, research and development, M&A, energy, outsourcing and corporate governance in developed and emerging markets. He also handles international legal risk management matters. Arun advises a range of international organisations. He is a Senior Associate at Oxford University’s Institute of Legal Practice and has taught international negotiations at the University of Cambridge.

Faculty

Robert Bond is a Partner in the IP, Technology & Commercial team at Speechly Bircham in London. A notary public of England and Wales, Robert specialises in intellectual property law, advising businesses, large or small, on identifying, protecting and commercialising their intellectual property assets. His work encompasses IT contracts, outsourcing, Internet law, franchising and general commercial. His particular areas of specialist knowledge includes legal issues for the computer games and digital media sectors, data protection and information security.

Heinz Goddar is a German Patent Attorney, European Patent and Trade Mark Attorney and a Partner in the Munich office of Boehmert & Boehmert. He practices particularly with regard to international patent and licensing maters, including litigation and arbitration. He is an associate judge at the Senate for Patent Attorneys Matters at the German Federal Supreme Court and a Senior Advisor to the Germany Industrial Investment Council, Berlin, with a specific responsibility for IIC Life Sciences and Chemicals. He is Past President of LES International and of LES Germany.

Susan Singleton is a solicitor with her own London firm, Singletons which specialises in intellectual property law, including trade marks and competition law and Internet law and general commercial law. Articled at Nabarro Nathanson, she joined Slaughter and May’s EC/Competition Law Department on qualifying in 1985, moving to Bristows in March 1988 where she remained until founding her own firm in 1994. Since then she has advised over 410 clients. According to the Chambers and Partners Legal Directory, she is one of the UK’s leading IT lawyers. Her clients range from major plcs and institutions to small start-up businesses.

Shai Wade is a Partner in the London office of Reed Smith LLP where he specialises in international commercial arbitration. He is experienced in the fields of energy, banking, IT and telecoms and joint-venture and corporate disputes. Shai has conducted arbitrations under rules of the major arbitration institutions, including the ICC, LCIA, UNCITRAL and ICSID and is a Co-Chair of the Young International Arbitration Group (YIAG) of the LCIA. Shai served as a staff attorney to the Claims Resolution Tribunal for Dormant Accounts in Switzerland, and later drafted the arbitration procedures for the appeals process of the International Commission on Holocaust Era Insurance Claims.

Richard Williams is a Restructuring Partner in the London office of Pinsent Masons. He has experience in advising clients on all aspects of restructuring law. He acts for insolvency practitioners, banks, commercial clients, directors and creditors. Richard’s practice is principally in the area of restructuring although he also has particular expertise in trade finance, focusing on issues relating to distressed construction projects, and frequently advises on risk exposure issues. Recently Richard has acted on the Powerhouse administration; he has acted for the owner of a high profile national project in connection with issues arising out of some significant time and cost overruns.