Understanding and Drafting Standard Contract Clauses

This two-day no nonsense In-house drafting contract clauses workshop will enable the contracts team to further their technical knowledge to deliver and manage successful contracts every time.

Course Overview

Ensuring you recognise and deal confidently with the risks and benefits presented by commercial contracts is key to protecting your organisation from disputes. Commercial agreements present a minefield of legal and commercial pitfalls that must be recognised to be avoided and managed successfully.

Following on from the success of our highly popular practical programme Business and Contract Law – Part I, this advanced course has been specifically developed to deliver more best practice techniques and solutions to complex legal and commercial contracting issues for the busy commercial manager.

With a focus on practical development this programme combines up-to-date commercial law with negotiation and drafting techniques. It analyses specific clauses, from pre-contract through to termination and dispute, that are essential for contracts in today’s demanding commercial environment.

Why you should you train your team with this In-house programme?

By attending this seminar they will:

  • Gain a clear understanding of pre-contract enforceability and it’s impact in different countries
  • Grasp the main issues connected with financial clauses, termination and variation and warranties
  • Learn techniques to draft exclusion, limitation and damage clauses to their advantage
  • Get-to-grips with the key implications of Force Majeure to ensure the team can successfully manage the impact if and when it arises for the organisation
  • Determine the effect of different legal systems on your contract and how to structure and draft to manage variation
  • Examine practical ways to skilfully avoid dispute through resolution tactics
  • Study some specific agreements and the legal pitfalls and challenges they bring with them
  • Answer any specific concerns or situations the team may have encountered commercially in the ‘Contracts Clinic’

Sample Programme Day 1

Pre-contract Documents and Enforceability
  • Drafting
  • MoU’s
  • Heads of Agreement/Terms
  • Effect in different countries – good faith

PRACTICAL DRAFTING WORKSHOP – Confidentiality Agreements

Financial Clauses

  • Price
  • Escalation
  • Payment terms
  • Payment guarantees

Warranties

  • Current use in contracts
  • Difference between warranties, guarantees, indemnities and representations
  • Privity
  • Contracts (Rights of Third Parties) Act

Termination and Variation and Drafting Tips

  • Construction
  • Repudiation
  • Unilateral variation
  • Termination events
  • Effect of termination

International impact

  • Examples of different approaches
  • Interpretation
  • Drafting
  • ‘Best Effort’ & ‘Reasonable Endeavours’
  • Confidentiality Agreements
  • Penalty Clauses
  • Termination Clauses

PRACTICAL WORKSHOP – Drafting Standard Clauses

Including key issues to look out for to ensure you minimise risk.

Sample Programme Day 2

Exclusion, Liability and Damages Clauses

  • Limitation – Civil and common law
  • Liquidated and ascertained damages clauses
  • Penalty clauses
  • Direct and indirect damages
  • Approach to drafting

PRACTICAL DRAFTING WORKSHOPExclusion, Liability and Damages, LAD’s Clauses
Key tips to drafting these clauses effectively.

Clauses to re-visit and amend-Force Majeure and Retention of Title

  • Force Majeure and Economic Hardship Clause
  • Doctrine of Frustration
  • Changing circumstances and unforeseen events
  • Defining events
  • Re-execution and re-negotiation
  • Retention of title

PRACTICAL DRAFTING WORKSHOPForce Majeure and Retention of Title

Boilerplate Clause-drafting key clauses to avoid common mistakes

  • Key areas of disputes
  • Assignment/Novation
  • Time is of the essence
  • Notices
  • Entire/whole agreement

Dispute resolution clauses-practical and key issues of drafting and selecting

  • Conciliation
  • Mediation
  • Courts
  • Arbitration
  • ADR
  • Advantage/disadvantages of different routes
  • Selection exercise

PRACTICAL DRAFTING WORKSHOPStructuring Documents and Use of Language

Examining Specific Agreements

  • Licensing
  • Agency and distribution
  • Consultancy

PRACTICAL WORKSHOP-CONTRACTS CLINIC

Delegates raise specific issues past, present or future

Recommended Trainer

ARUN SINGH (PROF) OBE, FRSA is an international lawyer and consultant to an international law firm. 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 Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate at Oxford University’s Institute of Legal Practice and teaches international leadership and negotiations at the University of Cambridge. He has facilitated programmes in Europe, Asia, the Middle East and the U.S. He is a recognised corporate educator and a non-executive director of 4 international investment companies one of which is listed on the London Stock Exchange chairing the Audit Committee and Investment Committee.

Arun’s work for SME’s and clients such as BA, BP, CMSLegal, Orange, Diageo, KPMG and Motorola includes working with managers on business skills such as leadership, impact and influence, team dynamics, international management negotiations and conflict resolution. He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management. Arun is an editor and contributor to a number of publications, including Thorogood’s Special Report on Business and Contract Law, facilitator for company programmes and corporate speaker to conferences.

Continuing professional development

This course qualifies for the following CPD programmes:

  • Certificate

Bespoke training

We can customise this course to meet the requirements of your organisation. Contact us to discuss your training requirements.

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Previous customers include...

  • Audit Commission
  • Axens
  • Bachem AG
  • Barbados National Oil Co Ltd
  • Barratt Development Plc
  • Belupo Inc
  • Boehringer Ingelheim GmbH
  • European Space Agency
  • Exterran
  • Faurecia
  • Ghana Ports & Harbours Authority
  • Huvepharma Ad
  • IGI Insurance Co Ltd
  • Integrated Research
  • K3 BTG PLC
  • KDS UK Ltd
  • Leonardo MW Ltd
  • NNPC
  • Provident Financial Management Services Ltd
  • Rio Tinto
  • Schlumberger Overseas SA
  • SCom Group Ltd
  • Siemens AG
  • Sodexo SA
  • Technicolor SA
  • Thales
  • Trane (UK) Ltd
  • Transactis
  • WDR
  • West Berkshire Council