Who Must Attend
-CEO / COO
-Legal Counsel / Legal Officer
-Privacy Officer or Manager
-Compliance Manager / Compliance Officer
-Information Technology personnel
MODULE 1. Pre-contractual Documents
• Requirements of several documentations to be provided for pre negotiation stages;
• Types of pre contractual documents - Heads of Agreement/Letter of Intent/ comfort letter/MOU and more.....;
• 'Subject To Contract ' and its binding effect on Pre-contractual documents;
• Use of Seals and the requirements under the Companies Act 2016.
MODULE 2. Overview of Contract Standard Provisions
• Execution of Agreements and what happens signing before finalising of Agreement -What Options are there?
• The use of Electronic Signatures and its impact under Digital laws;
• Names and Addresses of Parties -Impact on Successors and Assigns / defining the parties as part of Group companies/Joint & several liabilities;
• Recitals -Purpose and what are the restrictions for drafting recitals;
• Operative provisions and the drafting rules governing the sequencing of main obligations and framing schedules;
• Knowing the difference between Framework Agreements and Framework Arrangements;
• Sequencing of Clauses in an Agreement and Drafting for Clarity;
• Understanding how to resolve conflicting –terms problems in drafting and many more ideas;..
MODULE 3. Advance Contract drafting Techniques
[A] Drafting rules to prepare Commercial Obligations
• Who should the parties be?
• Commencement, duration, extension of term;
• Getting the scope and requirements right: Be clear about what is included and what is not, and about what each party expects to gain/get out of the contract;
• Knowing the drafting rules on how to manage changes in agreements and the framework which allows the changes in the obligations;
• Measuring Performances in Obligations;
• Drafting Boiler plate words into Obligations and the effect of that on the overall contract;....
[B] Drafting Essential elements in an Obligation
• Types of Liability of Parties and Payment provisions;
• Secondary drafting and Negotiation issues on Payment Clause and Performance Obligations;
• Drafting rules governing Mutuality of Agreement and Mutuality of Obligations;
• Third parties named in the agreement but not signatory to the agreement –What is their position in the contract?
MODULE 4. Assembling Contracts
Interpretation of Drafting rules of the contract - Implications for the drafter/Negotiator
• Establishing the terms of the contract and their meaning;
• Drafting rules governing Express Terms including who has the benefit of doubt in a conflict;
• What are the implications for the Contract Drafter and the impact of the 5 principles of Drafting?
MODULE 5. Principles of Drafting for Structure
[A] Drafting and negotiation issues should cover among others:
• Understanding the importance of Contract background and its guide on the contract;
• Guidelines on Drafting into the contract of Provisions incorporated by reference;
• Agreement which is supplemented by an earlier agreement and drafting to interface both;
• Where several agreements relate to same transaction;
• Pre-contractual negotiations, Drafts and deleted clauses;
• Post execution amendments;
• Special meanings given by parties and defined terms;....
[B] Hierarchy of clauses [Samples clauses provided for all segments ]
• Clause consisting of several parts with conflicting provisions;
• Express and implied terms in one clause;
• The ejusdem generis rule;
• Contra Proferentem rule and updates on development of case law;
[C] Implied Terms
• Terms implied for general relationship of parties;
• Terms Implied in particular transactions /by statute;
• Drafting disclaimer for implied terms [samples provided].
MODULE 6. Advanced drafting Techniques and Policies on drafting
• Using negotiation and drafting policies into commercial contracts;
• Areas that a policy should cover;
• Commercial advantages of having a policy;....
MODULE 7. Risk exposure and assessment Tools -Drafting Guide with Samples
Risk exposure and assessment Tool #1 - Exclusion clauses
• Constructing Exclusion Clauses;
• Drafting and Negotiation issues on exclusion clauses includes examining drafting techniques;
• Drafting guidelines on scope of risk in exclusion clauses;
• Observing Best Practices in drafting Exclusion clauses;
• Correlate liability with insurance coverage;
• Separate treatment of exclusion clause from other services and many more….
MODULE 8. Warranties and Indemnities
Risk exposure and assessment Tool #2 - Warranties
• Key Principles in Warranties;
• Difference between Warranty and Indemnities in relation to awards of damages claimed;
• Points to consider when drafting Warranties;
What to ask for and what to accept in Warranties
• Approaches adopted in contracts with regards to Performance Warranties in relation to handling critical information warranties and where termination clause is used as a code of selection on type of performance warranty to use;
• Warranties and Limitations.
MODULE 9. Drafting Indemnities and guidelines
Risk exposure and assessment Tool #3 – Indemnities
• Things to watch out for in drafting Indemnities;
• Drafting rules for scope of definition of indemnity losses;
• What must be included when creating a contract’s indemnity clause to provide the most protection for your company?
• The role of mitigation of loss and calculation of limitation period in Indemnity clauses;
• The Impact of drafting ‘ performance limitation words in indemnity clauses;
• Steps to follow to determine viability of Indemnity Clauses.
MODULE 10. Drafting and understanding Boiler Plates
Risk exposure and assessment Tool #4 – Force Majeure Clause
• Force Majeure Clause – How does it work?
• 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;
[b] The Notice Clause
• Drafting and reviewing the Notice clause;
• When, if ever, should the Notice clause be amended?
• How effective is it?
• Consequences of a badly drafted or “copy-paste” Notice clause.
[c] Severability Clause and Survival and Merger Boilerplate clause
• Need to know on drafting principles of Severability clause
• What is a Survival and Merger clause?;
• The workings of this Survival and Merger clause;
• Drafting and review of the Survival and Merger clause on clauses of agreement Post termination;
MODULE 11. Termination and consequences of Termination [Sample provided]
• Provisions to be drafted into Termination clause including the survival of essential parts of Agreement;
• Drafting rules as to period of termination and when there is no time period mentioned for termination;
• Consideration of all breaches or particular breach;
• Drafting words to denote contractual remedies under the law.
MODULE 12. Drafting Guidelines for Liquidated damages
• Factors to consider on enforceability;
• Guidelines on drafting Liquidated damages;
• What to ask for.
MODULE 13. Drafting, exchanging and protecting documents electronically
• Problems with electronic exchanges
• Electronic signatures
There will be a workshop on the drafting of clauses and samples will be provided. The seminar will involve discussions, presentations and individual question and answer sessions.
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.
Ms. Ambigah, LL.B (Hons) London, CLP (Malaysia), a corporate trainer for numerous organizations, has vast professional experience in the training industry as a lecturer and trainer. Some of the companies she has trained for includes:
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
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(Fee inclusive of Buffet Lunch, Refreshment, Welcome Pack, Training Materials & Certificate of Achievement)
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*Note that we DO NOT take any payments during the event.
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4. Telegraphic Transfer- You can also opt to use GIRO or telegraphic transfer of payment via international banks.