Drafting Legal Clauses

Course overview

Boilerplate clauses may appear unglamorous when the heat is on to get the deal done, but failure to include appropriate boilerplate clauses can come back to haunt you when the deal goes sour. They are key to making the contract work and must be understood and drafted in a careful and measured way to ensure the basic and contractual issues are not overlooked.

Drafting and Understanding Boilerplate Clauses takes an in-depth look at the practical and effective use of boilerplate clauses in your commercial contract. In just one-day the programme will review the main types of boilerplate clauses that are encountered in commercial contracts, providing an explanation of when and why they are needed and best practice tips and techniques for drafting them.

What are the objectives of this workshop?

By attending this seminar you will be able to:

Understand the key boilerplate clauses to ensure you can effectively govern the day-to-day management of their rights and obligations
Draft watertight and effective clauses everytime
Examine assignment, novation and trusts to ensure you are suitably protected in the case of transfer or sale of rights
Consider the purpose and effect of typical boilerplate clauses
Understand the practical use and application of boilerplate clause through exercises under the guidance of the expert trainer
Discuss any issues or disputes you are currently facing with colleagues from other organisations to gain new ideas and perspective

Who should attend?

In house lawyers
Solicitors in private practice
Commercial directors and managers
Contracts directors and managers

Practical interactive learning style

This workshop style programme has been specifically designed to offer a practical nuts and bolts, solution to your drafting challenges. Throughout the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with comprehensive portfolio of practical tips and techniques to drafting watertight contracts by the end of the course.

Programme

Introduction to Boilerplate

Transferring contractual rights and obligations

Transferring rights
- Assignment
- Novation
- Other

Third party rights
- Privity
- Some history
- Practical examples
- The new rules
- Drafting issues and traps

Welded Boilerplate…

Part 1: Interpretation
- Importance
- Start v finish
- Headings and titles
- Usual interpretation clauses

Part 2: Notice and communications
- Purpose of a clause
- Problematic clauses?
- Relevant case law

Part 3: Waiver
- Purpose
- Effect
- Clause
- How does it work?
- Variation
- The remedies addendum

Part 4: Invalidity and severance
- Purpose
- Invalid clauses – and consequences
- Blue pencil test
- Repair
- Clause
- Bolt-ons

Part 5: Joint and several liability
- Purpose
- Clause
- Bolt-ons

Part 6: Force majeure
- Purpose
- Some history
- A partisan view of risk
- What is force majeure?
- Effect
- Procedure
- Clause
- The court

Payments and interest

Payment clauses
- Purpose
- Goods default
- Clauses

Interest clauses
- A clause: charging interest for late payment
- Penalties and rates of interest
- Force majeure and payments
- The importance of waiving rights – or not
- Assignment and novation

Third party rights

Confidentiality clauses

Doing without a confidentiality agreement
A confidentiality agreement: the practice
A definition: What is confidential?
Clause outline
Sample clauses

Term and termination; entire agreement clauses; governing law, jurisdiction and dispute resolution clauses (77)

Part 1: Term and termination
- Purpose
- Term
- Termination
- Reasons for termination
- Consequences of termination
- Survival

Part 2: Entire agreement clauses
- Purpose
- Problem
- A new purpose
- The law
- Drafting
- A clause
- Documentary inclusion/ exclusion

Part 3: Governing law, jurisdiction and dispute resolution clauses
- Governing law
- Jurisdiction
- Dispute resolution clauses

Anglicisation

Bringing it all together
Miscellaneous boilerplate

Final Questions

The expert presenter

MARK WESTON is a partner at Matthew Arnold and Baldwin where he joined in August 2004 as Head of the Commercial, Intellectual Property and Information Technology Group, after several years at Baker & McKenzie. Mark’s practice covers both noncontentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce, and online services law.

He has extensive experience inhouse, having been seconded in the past to Hewlett Packard and new technology companies. His practice covers all sorts of commercial areas (including franchising) as well as extensive IT niches including advising clients regarding hardware and software issues (including development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce, including B2B, B2C and B2G, strategies to minimise or maximise liability and carry out compliance audits, outsourcing, facilities management, procurement, company IT policies and data protection (privacy) issues. He also has experience in various other areas of advanced IT law (such as digital signatures and PKI) and in dealing with software disputes and IT litigation (and methods of using alternative dispute resolution techniques).

Mark is Chairman of the Society for Computers & Law (North London and Home Counties Region), Chairman of the Intellectual Property Interest Group of Lawnet and is a premier member of the Eurojuris Intellectual Property Panel.

In-house training

Falconbury can deliver Drafting and Understanding Boilerplate Clauses for you as an In-House training programme for your whole legal or contracts department.

More and more organisations choose the In-House training option where they can specifically focus on Their Contracts terms and conditions and can tailor the course to their exact needs. In today’s competitive and risk sensitive market the legal and commercial teams with the greater understanding of clear and concise drafting techniques will almost certainly come out winners.