In today’s highly competitive and cost-conscious environment, drafting commercial contracts is an important part of business activity. Over 85% of business transactions are governed by contracts and hence it is necessary that contracts be aligned with business expectations. It requires legal professionals to be well versed with the drafting techniques and expertise to foresee the risk and have futuristic thinking to handle contracts in the best interest of their organization.
Negotiating formal contracts and informal agreements that have the effect of a contract and you have to negotiate the terms and understand their implications. This workshop is for any professional who wants to learn the basics of how to negotiate a contract. This would include individuals who have no experience, but want to learn the fundamentals of contract negotiations, as well as those who have or will have a job that directly involves negotiating contracts.
By the end of the training, you will be able to:
- Get-to-grips on how to manage your contracts
- Expand your knowledge of the risk in liability clauses
- Master practical drafting techniques to write concise and effective agreements
- Examine pre contractual documents
- Learn how to interpret variations and time of essence clauses
- Clarifyessential terminology in commercial contracts
- Get up-to-date with the use and drafting of contractual liability clauses and indemnities
- Understand the effect of exclusion and limitation clauses and how they can be used to manage your exposure
- Learnnegotiation skills for contracts
- Understand howto negotiate limits on liabilities
- Understand howrepresentations and pre contractual statements work in negotiations.
Who Must Attend
- CEO / COO
- General Manager
- Legal Counsel / Legal Officer
- Privacy Officer or Manager
- Compliance Manager / Compliance Officer
- Information Technology personnel
Module 1: Essential Elements & Legal rules of a Commercial Contract
- Offer - What is a valid Offer? - Offers & Invitation to Treat
- Acceptance - Rules for a valid Acceptance - Silence & Acceptance - Can we revoke Acceptance
- Consideration - What is Consideration & its Importance in Contracts - How much Consideration is Good Consideration - Non Payment and its Effect on the Contract
- Intention to Create Legal Relations - Are all Contracts valid even if there was no Intention to Contract - Intention in the Commercial World
- Capacity to Contract - Who is & is not Eligible to Contract in Malaysia - Companies & their Capacity to Contract - Can employees contract on behalf of their Companies?
Module 2: Terms of Contract
- Express and Implied terms and evidence of contractual terms
- The Three Triangles of Commercial Contractual Relationships
- Avoiding ambiguity – The search for clarity of intent/thought and expression
- Drafting Price clause and Checklist
- Sales and marketing literature Clause and binding effect
- Deposits and advance payments Clause and forfeiture
- Variation clauses / Third Party Guarantees
- Case Studies and Activities
Module 3: Contract Structure - Choosing the right framework and how to make the document work
- Signed Agreements
Scope of work
- Planning scope of work
- Developing the scope of work
- Principles of good writing
- Framework agreements and how not to scatter conflicting terms through the contract;
- How to structure for clarity
- Discussion on how to present the Obligations, Terms and Deliverables in different types of Agreements.
- Solutions will be presented to avoid the conflicting-terms problem in a contract.
Module 4: Warranties and Indemnities
- What are warranties?
- The purpose of Warranties and “Fair disclosures”
- Effect of Knowledge and Anti Sandbagging Clauses
Understanding Indemnity Clauses
- How appropriate
- Other means of payments
- Key ideas on drafting different types of Indemnity the Contract needs
- Understanding Grossing up Clauses and the relation to Insurance coverage
- Parties to the contract and key considerations in Liability limitations
Module 5: Managing Contractual liabilities contents in commercial contracting
- Understanding Exemption Clauses
- Key ideas on drafting Exemption Clauses
- Understanding Liquidated Damages and Penalties
- Understanding Consequential Loss and Indirect Damages
- Key ideas on Drafting Liquidated and Indirect Damages clauses
- Case studies and activities
Module 6: Understanding the moving parts as part of contents in a Contract and how they fit together
Understanding Boilerplate terms
- Using defined terms
Understanding the Boilerplate clauses
- Scope of Undertaking
- Agreed terms
- ‘Knowledge’ and ‘awareness’
- ‘including without limitation’
- ‘Subject to Contract’
- Governing Law
- “Best or reasonable endeavours”
- Joint and several
- Taxation Liabilities
- “Time is of the Essence”
Module 7: Termination of Contract
- Fixed Term
- Expiry by effluxion of time
- Cancellation for convenience
- Termination by notice and without notice
- Effects of Termination – discharge or preservation of liabilities
Module 8: Negotiation of Commercial Contracts
Fundamentals of contract negotiations:
- How do you negotiate a contract?
- Representations and statements made in the course of pre contractual negotiations;
- Negotiating Warranties and breach of Warranty;
- Liability issues and limitations
- Risk allocation devices
Negotiating caps on liability
The workshop will have activities, group discussion and presentation for all modules.
She possesses excellent communication, writing, people and class room management skills together with 15 years and more teaching, speaking to an audience and presentation skills. This has been enhanced with certification in classroom management.
Kwong Wah Yit Poh Press Berhad
International Medical University
Dimerco Sdn. Bhd
G-Pile Sistem Sdn. Bhd
BORNEO HOUSING MORTGAGE FINANCE BERHAD
Mitsubishi Motors Malaysia Sdn. Bhd
Ann Joo Steel Berhad
|Sign up 1 pax|
|Pay before course starts|
|Sign up 1 person|
|Pay 14 days before course starts|
|Sign up 3 pax or more|
|Pay 14 days before course starts|
(Fee inclusive of GST, Buffet Lunch, Refreshment, Welcome Pack, Training Materials Certificate of Achievement)
1. ONLINE PAYMENT by Credit card: You can opt to register and pay online with our latest payment integration system through our website.
2. BANK IN CHEQUE
Bank in and then scan the Bank-in slip and email to us before the course commence to confirm your seat.
Courier your cheque payment to our Finance HQ.
*Note that we DO NOT take any payments during the event.
3. BANK IN CASH: You can also pay by cash through bank-in our company bank account.
4. Telegraphic Transfer- You can also opt to use GIRO or telegraphic transfer of payment via international banks.