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3-day Drafting Commercial Contracts Training Course

A practical, interactive three-day programme designed to develop your skills to draft clear and concise commercial agreements. This comprehensive two-part programme focuses on delivering practical and applied training in the key drafting skills.

20-22 Sep 2022

& 12-14 Dec 2022 , 20-22 Feb 2023 , 26-28 Jun 2023 , 16-18 Oct 2023 , 11-13 Dec 2023

Book or reserve now


Course overview

Negotiate and draft clear and concise commercial agreements that meet the challenges of today’s commercial environment.

Business is founded on the crystallisation of the terms of a deal and clarity and fair construction are the key to a successful commercial agreement. Without a clear agreement, commercial and legal disputes are likely and unclear agreements are one of the largest causes of costly commercial litigation.

With this in mind, Mark Weston and Falconbury have developed this modular and comprehensive multi-part programme that focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level. Each section of the course builds on the section before.

Part One: Drafting, Structure, Interpretation and Formation of Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements. It will also explain the fundamentals of how contracts are interpreted.

Part Two: Precise and Careful Drafting looks in more detail at the more complex clauses and how they can be drafted and applied to leverage commercial value and manage legal risk.

By attending this programme you will:

  • Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
  • Consider the purpose and effect of typical boilerplate clauses and how you can leverage value for your organisation through clearer drafting
  • Get-to-grips with payments and interest terms to understand how penalties can be applied
  • Expand your knowledge of the risk of drafting a contract without a confidentiality clause
  • Understand the risks that can be created through poor drafting in practical exercises under the guidance of the expert
  • Discuss any disputes or issues you are facing with colleagues from other organisations to gain new ideas and perspectives
  • Understand the pitfalls and pluses to applying an effective standard structure and format to every contract
  • Master practical drafting techniques to write concise and effective agreements
  • Examine special contractual arrangements and letters of intent
  • Learn how to interpret variations and time of essence clauses
  • Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts
  • Get up-to-date with the use and drafting of contractual warranties and indemnities
  • Understand the effect of exclusion and limitation clauses, and how they can be used to manage your exposure

Practical interactive learning style

This workshop style programme has been designed to offer a practical solution to your drafting challenges. Throughout the programme the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with a comprehensive portfolio of practical tips and techniques to draft contracts which meet your commercial objectives as well as ensuring that there are no ‘surprises’ further on.

Who should attend?

This programme has been specifically designed for those who want to enhance their practical drafting skills and who have a knowledge of the law, including:

  • In-house lawyers
  • Private practice lawyers
  • Commercial and contracts directors and managers
  • Procurement personnel
  • Compliance officers
  • Company secretaries

Presenter's firm

Hill Dickinson logo
Hill Dickinson is a leading and award-winning international law firm with offices in London, Liverpool, Manchester, Sheffield, Piraeus, Singapore, Monaco and Hong Kong. As a full service law firm, it delivers advice and strategic guidance spanning the full legal spectrum from non-contentious advisory and transactional work, to all forms of dispute resolution.
Its commitment is to provide a fast and efficient service wherever its clients operate. As its business has grown and diversified, it has recognised the strength and importance of the principles held by its people; putting clients first and operating as one team to realise its goals and share its success. These principles have formed the foundation of its culture and the way its lawyers interact with one another and the firm’s clients. They are what distinguish it and are vital to its future.

The firm is on the panel of a number of national and international organisations and regularly competes against many of the City firms. In recent months they have been able to win a number of panel reviews against City firms.

Clients of the firm include

• Carrs Milling Industries • Co-operative Group • CRH Group • Elstree Film Studios • Halewood International • Health Education England • Iceland Foods • Johnson & Johnson plc • Lavinia Corporation • Lloyds Bank • National Express • Odeon Cinemas • Peel Group • Stobart Group • United Utilities plc • Zeneca Group.

To find out more out what Hill Dickinson can do for you click HERE.


Contract interpretation

  • Systems of law
  • Civil law vs common law approaches to drafting
  • Precedent (and some Latin)
  • Interpretation and construction
  • Clarity and ambiguity: Arnold v Britton, Wood v Capita Insurance
  • Ambiguity: Investors Compensation Scheme v West Bromwich
  • Classical contract interpretation (six canons)
  • Modern contract interpretation (ten principles)
  • The effect of Brexit on contract drafting and interpretation
  • Admissible background
  • Private dictionary principles

How do you form a contract? (Part 1)

  • Ingredients to form a contract
    • Classical
    • Offer
    • Acceptance
    • Consideration
    • Battle of the forms
    • Other elements in formation
  • Sui generis formation

How do you form a contract? (Part 2)

  • Distinctions between negotiations and contracts
    • Have you accidentally formed a contract while negotiating?
      • The six steps of Pagnan Freres
      • ‘Subject to contract’
      • ‘Without prejudice’
    • RTS Flexible Systems Ltd v Molkerei Alois Müller

Commercial contract format and structure

  • Splitting form from content
  • Form
    • Law and custom
    • Tone and format
    • Deed or under hand?
    • Drafting techniques
      • Mapping: free drafting (when you have no precedent)
      • Mapping: tied drafting (when you have a starting point)
  • Structures of typical commercial contracts

Ancillary documentation and contracts

  • Drafting for certainty
  • Pre-contract documentation and discussions
    • Tendering
    • Prevention is better than cure
    • Negotiations
    • TLAs
    • NDAs
  • Content of TLAs
  • Agreements to agree
  • Variations

Terms: implied, express and standard (Part 1)

  • Implied terms
    • Three types
    • The 2015 revision
    • Plus 1

Terms: implied, express and standard (Part 2)

  • Express terms
    • Time is of the essence
    • Best endeavours clauses
    • Reasonable endeavours
    • Nuances and efforts
    • The obligation spectrum
  • Meaning of standard terminology
    • Reasonable
    • Substantial
    • Material

Drafting techniques: the easy but not well-known stuff (Part 1)

  • Practical tips

Drafting techniques: the easy but not well-known stuff (Part 2)

  • Differences between ‘shall do’, ‘will do’, ‘endeavour to do’
  • • Understanding WCI and why you cannot draft contracts without them
  • • Differences between warranties, undertakings and representations
  • • Differences between warranties and indemnities

Exclusion and limitation clauses

  • Myths about liability clauses
  • Internationally accepted practice
  • Economic rationale for this area of law
  • The liability protection spectrum
  • Jurisdictional differences
  • Factors affecting liability… or not
  • Negotiating liability clauses: risks and responsibilities
  • The ACE principle
  • Acceptance of risk
  • Capping of risk
  • Exclusion of risk
  • Arguments used by each side when negotiating
  • Drafting a liability clause: tips, tricks and techniques
  • The change in law and practice since 2016
  • Indirect and consequential loss: the changing position since 2017
  • UCTA and CRA

Introduction to boilerplate

  • A functional methodology

Transferring contractual rights and obligations

  • Transferring rights
    • Assignment
    • Novation
    • Other transfers
    • An exercise: in the real world
  • Third-party rights
    • Privity
    • Some history
    • Practical examples
    • The new rules
    • Drafting issues and traps

Welded boilerplate

  • Interpretation
    • Importance
    • Start vs finish
    • Headings and titles
    • Usual interpretation clauses
  • Notice and communications
    • Purpose of a clause
    • Problematic clauses
    • Relevant case law
  • Waiver
    • Purpose
    • Effect
    • Clause
    • How does it work?
    • Variation
    • The remedies addendum
    • The 2018 revision
  • Invalidity and severance
    • Purpose
    • Invalid clauses – and consequences
    • Blue pencil test
    • Repair
    • Clause
    • Bolt-ons
  • Joint and several liability
    • Joint/several/joint and several - differences
    • Purpose
    • Clause
    • Bolt-ons
  • 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

Confidentiality clauses

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

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

  • Term and termination
    • Purpose
    • Term
    • Termination
    • Reasons for termination
    • Consequences of termination
    • Survival
  • Entire agreement clauses
    • Purpose
    • Problem
    • A new purpose
    • The law
    • Drafting a clause
    • Documentary inclusion/exclusion
  • Governing law, jurisdiction and dispute resolution clauses
    • Governing law
    • Jurisdiction
    • Dispute resolution clauses


Mark Weston (More...)

Mark Weston is a partner at Hill Dickinson LLP and is the Head of Information Technology, Intellectual Property and Commercial (London). Mark joined the firm from Matthew Arnold and Baldwin LLP where for 12 years he was a partner and Head of the Commercial, Intellectual Property and Information Technology Group, before which he spent several years at Baker McKenzie.

Expertise: Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce and on-line services law. He specialises in commercial and Tech issues.

Clients: Just some of Mark’s more well-known clients include Elstree Film Studios, Defaqto, mysupermarket.co.uk, Groupon, RTL Group S.A., Retailcorp Brands LLC, The Gulf Marketing Group, Europcar, Hilton Hotels and the BBC.

Some detail: Mark has extensive experience in advising clients on all manner of commercial matters (such as business planning and solutions, franchising, distribution, agency and marketing) through branding and intellectual property exploitation and licensing, to advice and documentation regarding hardware and software issues (such as development, licensing, maintenance and distribution, SaaS and cloud, Internet transactional solutioning, B2B, B2C and B2G electronic commerce, S-commerce and M-Commerce, social media, outsourcing, facilities management, procurement, IT policies, data protection (privacy), GDPR and freedom of information issues). He has a particular expertise in new digital business and revenue streams. He is also experienced in dealing with software disputes and IT litigation. The increasingly extensive media side of his practice relates primarily to publishing (both real world and digital content), to games and gaming platforms (and particularly transmedia technologies), advising companies about their advertising onscreen, online and in print and managing their public communications strategies generally (dealing with the CMA and ASA in the process) – and also a smattering of television, film and music exploitation.

More unusual:

Mark has previously spent several months on secondment to Hewlett Packard and he has also been seconded to assist in the legal problems arising in new technology companies such as Symbian. From 2000 to 2001, Mark was resident in the Chicago office of Baker & McKenzie advising US clients on European and UK aspects of IT and electronic commerce law and practice.

Mark is the author of the Legal Practice Companion, a parallel text book at several law schools, the editor of the IP and Media Law Companion as well as the rest of the Companion series of books published by Bloomsbury Professional, Tottels, Cavendish Publishing and Oxford University Press. He has noted numerous reports for the IT Law Reports and is widely published in Computing, Computers & Law, Computer Law & Security Report, IT Law Today, Intellectual Property World, Solicitors Journal and many other journals both online and offline. Mark has also authored articles syndicated in the national and trade press and is regularly quoted in national newspapers. Mark is the author of the Business Names on the Internet chapter in the PLC Ecommerce Manual as well as numerous other articles on various Commercial & IT law topics.

Mark lectures regularly on all Commercial, IP and IT law topics, most recently lecturing at the IBC IT ‘Summer School’ Programme in Cambridge, England; the Falconbury two-day and three-day Commercial Contracts seminars (run several times a year) and IT Contracts seminars (run three times a year) in London; and he has previously lectured at the Annual On-line & Internet Commerce Law Institute seminar in Chicago and tutored at University College London. He also runs a programme of bespoke training schemes on commercial law, IP law and IT law as well as soft skills programmes such as negotiation skills and presentation skills.

Finally, you will have seen that Mark likes blogging and writing books, which are available at all good bookshops! He also appears regularly on BBC1 (usually providing advice on-screen to BBC Watchdog) and also on Sky News as a legal commentator, as well as trying to avoid the huge quantity of pink powder the TV make-up girls want to apply to his increasingly receding hairline.

Book now

Book or reserve now

NEW higher discounts for booking multiple places - bring your colleagues to make your training budget go further:
30% off the 2nd delegate; 40% off the 3rd delegate; 50% off the 4th delegate

Choose your date below - or reserve your place with no obligation for 7 days at ipi.academy: Reserve now
20-22 Sep 2022
Face-to-face, Rembrandt Hotel London
UK (London)
20-22 Sep 2022
Rembrandt Hotel London
UK (London)
GBP 1,699 1,399
EUR 2,379 1,959
USD 2,650 2,182
Until 16 Aug*
Enrol now

to attend Face-to-face
Rembrandt Hotel London
  • 3 days classroom-based training
  • Meet presenters and fellow attendees in person
  • Lunch and refreshments provided
  • Download documentation and certification of completion
  • Fair transfer and cancellation policy
12-14 Dec 2022
Live webinar
UK (London)
12-14 Dec 2022
Live webinar
UK (London)
GBP 1,399 1,099
EUR 2,019 1,599
USD 2,290 1,822
Until 7 Nov*
Enrol now
to attend Live webinar
20-22 Feb 2023
Live webinar
UK (London)
20-22 Feb 2023
Live webinar
UK (London)
GBP 1,499 1,199
EUR 2,149 1,729
USD 2,449 1,981
Until 16 Jan 23*
Enrol now
to attend Live webinar
26-28 Jun 2023
Live webinar
UK (London)
26-28 Jun 2023
Live webinar
UK (London)
GBP 1,499 1,199
EUR 2,149 1,729
USD 2,449 1,981
Until 22 May 23*
Enrol now
to attend Live webinar
16-18 Oct 2023
Face-to-face, Rembrandt Hotel London
UK (London)
16-18 Oct 2023
Rembrandt Hotel London
UK (London)
GBP 1,799 1,499
EUR 2,579 2,159
USD 2,939 2,471
Until 11 Sep 23*
Enrol now
to attend Face-to-face
Rembrandt Hotel London
  • 3 days classroom-based training
  • Meet presenters and fellow attendees in person
  • Lunch and refreshments provided
  • Download documentation and certification of completion
  • Fair transfer and cancellation policy
11-13 Dec 2023
Live webinar
UK (London)
11-13 Dec 2023
Live webinar
UK (London)
GBP 1,499 1,199
EUR 2,149 1,729
USD 2,449 1,981
Until 6 Nov 23*
Enrol now
to attend Live webinar

Learn more about our face-to-face and webinar training formats.

* Note the early booking discount cannot be combined with any other offers or promotional code. As such, discounts for the 2nd/3rd/4th attendees are based on the full price of the course. Please contact us for pricing if you wish to send more than 4 delegates.

Continuing professional development

This course qualifies for 18 hours for your CPD records.
More about CPD

Customised in-house training

We can customise this course to meet the requirements of your organisation and deliver it at your location and/or online.

Contact us

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  • Amadeus S.A.S.
  • Amadeus SAS
  • Aptargroup UK Holdings Limited
  • Bespak Europe Ltd
  • Boehringer Ingelheim Corporate Center GmbH
  • BRODOSPAS, Split, Croatia
  • Byrne Dean
  • Bystronic Laser AG
  • CNA Hardy
  • Dutch Space BV
  • Egorov Puginsky Afanasiev & Partners LLC
  • ETX Capital
  • Huntswood CTC Limited
  • Infor (United Kingdom) Limited
  • ITW Ltd t/a Avery Weigh-Tronix
  • N/A
  • NAV Portugal, E.P.E.
  • Nokia
  • Novartis Pharma AG
  • ORE Catapult
  • Philips International B.V.
  • Pitney Bowes Ltd
  • Provident Financial
  • Prudential Distribution Ltd
  • Relayware
  • The Institue of Cancer Research
  • Thermo Fisher Scientific
  • TMF Group B.V.
  • Vetoquinol SA

Excellent, excellent and excellent. The course was even more detailed than I imagined it would be. Mr Weston's energy throughout was super!

Swetha Patel, Legal Director, London House Exchange Limited, Jun 22

An excellent course with a engaging and knowledgeable speaker.

Andrew Nelson, Information Risk Business partner , Lowell Group, Jun 22

I highly recommend this webinar, super interesting, educational and with a lot of very useful tips and tricks to apply. Mark is a very dynamic speaker who keeps you focused and motivated to listen, has an interactive approach by addressing all participants separately instead of as an anonymous group and makes you really think about ways to improve your drafting and reflect on a variety of issues.

Juliette Gordeau, Legal Counsel, TRB Chemedica International S.A., Jun 22

Excellent - great speaker, great presentation and great material. Excellent speaker, very competent and able to share knowledge, explain complicated legal concepts in a very understandable way. I loved the way he conducted the seminar, providing examples, keeping everyone´s attention, addressing the participants by their names and interacting with them.

Angeliki-Dimitra Aroni , Junior Legal Counsel, Boehringer Ingelheim Corporate Center GmbH, Jun 22

I enjoyed all the real case examples to demonstrate how things can work in practice...I enjoyed all the real case examples to demonstrate how things can work in practice

Jennifer Keane, Head of Operations, Byrne Dean, Dec 21

Excellent speaker and knowledge.

Barry Gourlay, EMEA Procurement Manager, Sykes Global Services, Jun 21

The course content was excellent, broad and informative. In addition, I found the comparative study between the common law and civil law in different jurisdiction, educative and interesting. The presentation was conducted in a simplified way via case law scenarios. The presentation was engaging and of a higher level, in my view the presenter had exceeded expectations, furthermore the speaker possess a in-depth knowledge of the subject matter.

Thabo Pheto, Legal Advisor, North-West University , Jun 21

The course was very clear and concise and covered all of the topics in the relation to the subject and Mark made it very interesting and the time just flew by.

Sarah Jowett , Supply Chain Coordinator (shipping), Hochiki Europe (UK) Ltd, Jun 19

This is a fantastic course - all main issues arising in the drafting of commercial contracts are covered. Mark is a brilliant presenter who manages to keep a dense topic interesting

Ruth Murray, VP, Legal & Corporate, SMBC Aviation Capital, Jun 19

I am so happy that I attended this course. Mark is a good presenter and speaker. He kept everyone engaged.

Yamini Monks, Procurement Manager, London Energy, Jun 19

Mark is an excellent speaker and trainer and captures the attention of the audience by involving them and asking good questions. All were excellent. The venue and food was also very good.

Pamela Murrison, Commercial Manager, Ametek, Jun 19

Overall, a very positive experience that included a lot of information. I definitely left with a greater sense of confidence in my ability to review and draft contracts going forward.

Seth Heward-Mills, Paralegal , CNA Hardy, Jun 19

The course meet my expectations.

Tonda Chinangwa, Legal Manager, JTI Leaf Malawi Ltd, Jun 19

Mark is an excellent teacher/speaker and very knowledgeable in the subject, making it very easy to understand. The slides were engaging and supplemented the presentation. I gained new perspectives on drafting techniques to relay and discuss with my team and would highly recommend the course.

Bernadette Ifediora, Paralegal, Image Nation Abu Dhabi FZ LLC, Jun 19

Excellent course every in-house lawyer should visit at some point during their career. Makes heavy topics easily understandable. Definitely recommend it.

Minakshi Werner-Bakker, Senior Legal Counsel, TMF Group B.V., Jun 18