Drafting & Negotiating Commercial Contracts : Review & Minimise Risk

In today’s highly competitive and cost-conscious environment, knowing how to draft commercial contracts including Business, Supply and Sales Contracts is an important part of business activity. It is vital that contracts be aligned with business expectations as if it is not drafted as needed, the contract will fail to perform. It is important to translate the business deal into contract concepts using proper contract drafting techniques and rules.

 It requires legal and Non-professionals to be well versed with the drafting techniques of commercial contracts to foresee the risk and balance the risk allocation and have analytical  thinking to handle contracts in the best interest of their organization.

This seminar is for any professional who wants to learn and understand the writing of these types of commercial contracts.

• CEO / COO
• General Manager
• Legal Counsel / Legal Officer
• Privacy Officer or Manager
• Compliance Manager / Compliance Officer
• Auditor
• Information Technology personnel

DAY 1
9.00am-10.30am
MODULE 1: TRANSACTIONAL DOCUMENTS [PRE CONTRACTUAL]

 Degrees of Binding and Non Binding commitments in Letters of Intent
 Dos and Don’t’s of Drafting Techniques for Transactional documents
 Recap of Basic Concepts of Contract Drafting Nuances including Language of Performances /Obligations/Prohibitions/Discretion/ Declarations and Acknowledgment and Policies

15 minutes Break 10.45am-1.00pm
MODULE 2: KEY ASPECTS OF DRAFTING THAT SHOULD BE COVERED IN ANY BUSINESS CONTRACT RECITALS/PARTIES

 Recitals -Purpose and restrictions for drafting recitals;
 Relationship between Effective Date and Commencement date of Agreement
 Execution of Agreements and what happens signing before finalising of Agreement
-What Options are there?

Lunch Break: 1.00pm-2.00pm 2.00pm-3.30pm
MODULE 3: DRAFTING FOR CLARITY IN CONTRACTS
 Rules for Clarity
 Clarifying Ambiguities and Vagueness including understanding the concepts of “And,” “Or,” and “And/Or” Ambiguities /Formulas/Legal Archaisms /References to Time concepts
 The concept of “Deemed”

15 minutes Break

3.45pm-5.00pm
MODULE 4: RULES FOR DRAFTING COMMERCIAL OBLIGATIONS

 Understand rules governing drafting Operative provisions and sequencing of main obligations and framing schedules;
 Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
 Drafting using Conditional Language including understanding the relationship between the Conditional Language, the Subordinator and the Matrix Clause
 Understand the Language of Exception and Subordination
 The relevance of Escape Clause
End of the Day 1

DAY 2
9.00am-10.30am
MODULE 5: ESSENTIAL ELEMENTS IN CONTRACTUAL OBLIGATIONS

Assembling Contracts
 Establishing the terms of the contract and their meaning;
 Rules governing Express Terms including who has the benefit of doubt in a conflict;
 How to handle Express and implied terms in one clause;
 The ejusdem generis rule;
 What are the implications for the Contract Writer and Negotiator on the impact of the 5 principles of Contract Drafting?

MODULE 6: DRAFTING OBLIGATIONS AND SCOPE OF SERVICES
Rules to prepare Commercial Obligations

 Who should the parties be?
 Commencement, duration, extension of term;
 Getting the scope and requirements right
 Knowing the rules on how to manage changes in agreements;
 Measuring Performances in Obligations;
 Using Boiler plate words into Obligations and the effect of that on the overall contract

15 minutes Break

10.45am-1.00pm
MODULE 7: PURCHASE ORDERS/ PRICE AND PAYMENT

 Contractual Nature of Purchase Orders
Types of Liability of Parties and Payment provisions;
 Drafting out Payment Clause and Performance Obligations
 The effect of S.56 of Contracts Act 1950 on time of essence clauses and compensation

MODULE 8: RISK EXPOSURE AND ASSESSMENT TOOLS – DRAFTING GUIDE WITH SAMPLES
 Limitation of Liability and ideas of Crave-outs
 Drafting out Consequential and Indirect Loss clauses
 2019 Case law Updates on methodology of assessing compensation for Liquidated Damages
 Providing for a Damages Cap and commonly used examples of Cap
 Constructing Exclusion Clauses;
 Different types of Exclusion and Limitation of Liability Clauses
 Contract Drafting guidelines on scope of risk in exclusion clauses including the treatment of direct loss, Consequential loss and indirect loss.

Lunch Break: 1.00pm-2.00pm 2.00pm-3.30pm
MODULE 9: WARRANTIES

 Key Principles in Warranties;
 Difference between Warranty and Indemnities in relation to awards of damages claimed;
 Survival of Warranties – Best Practices for Disclosures

MODULE 10: DRAFTING GUIDELINES FOR INDEMNITIES

 Types of indemnities;
 Rules for scope of definition of indemnity losses;
 The procedure for compensation for Indemnities
 The role of mitigation of loss and calculation of limitation period in Indemnity clauses;

15 minutes Break

3.45pm-5.00pm
MODULE 11: Drafting Guidelines for Boiler Plates

 What to add in Force Majeure clauses.
 The period of performance and the effects beyond termination;
 The effect of contracting out of the force majeure clause;
 Matters to take into account when invoking the force majeure clause;

What is a Survival and Merger clause?;

 The workings of Survival and Merger clause;
 Review of the Survival and Merger clause on clauses of agreement Post termination;

Terminating lawfully and consequences of Termination [Sample provided] Drafting ideas for Termination clause

 Provisions to be written into Termination clause including the survival of essential parts of Agreement;

End of the Day 2

This contracts management training course will utilise a variety of proven adult learning techniques to ensure maximum understanding, comprehension and retention of the information presented. This includes high levels of participant discussion, group interaction, delegate group exercises and case studies. Delegates will be encouraged to raise their own issues and problems faced within their industry or organisations for discussion on a confidential basis.

Payment mode:

1. ONLINE PAYMENT  by Credit card:  You can opt to register and pay online with our latest payment integration system through our website.

2. Telegraphic Transfer- You can also opt to use GIRO or telegraphic transfer of payment via international banks.

Contact us: ITRAININGEXPERT GLOBAL PLT
Tel:+603 8074 9056 | +603 8082 3707
Mobile: +6012 6869 628 | +6018 2175 123
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