This session will enable the participant to develop the core skills and techniques required to draft agreements which reflect best practices and which protect clients’ interests whilst achieving their commercial objective.
This 2 Day intensive course will take the participant through the key steps in drafting successful commercial contracts to minimize legal and commercial risk in contracts. Most disputes are about the interpretation of a contract term. Disputes can be expensive, damage commercial relations and take up valuable management time, this course is designed to avoid potential disputes.
The participant will be taken through the structure of a contract, then the drafting process by introducing the participant to a framework that will be easy to adopt from the course onwards; also, how to analyse the meaning and impact of yours and counter party’s contract clauses.
By the end of the training, you will be able to:
- Improve drafting skills whether using precedents or drafting agreements from scratch;
- Produce clauses and agreements which address relevant legal and factual issues;
- Use clear, accurate and succinct language in your drafting; and
- Get up-to-date with the use and drafting of contractual liability clauses and indemnity
- Learn how negotiation skills affects the contracts
- Understand how to negotiate limits on liabilities
- The Features and Principles of Effective Drafting – what does a well-drafted clause look like, and why, and what common themes can we draw out?
- Getting the Full Story – how to uncover the key factual and legal issues in each matter;
- Get to the Point – making your drafting concise and snappy;
- Clarity – how to avoid ambiguity except where it is necessary;
- Drafting from Scratch – how to plan, structure and draft new and revised clauses;
- The Do’s and Don’ts of Obligations – the basic rules and language of obligations and key considerations for qualified obligations (Best Endeavours, Reasonable Endeavours etc.); and
- Recap on Terms and Terminology – the meaning of Warranties, Representations, Indemnities, Undertakings, and Conditions, and guidance on how and when to use them
Who Must Attend
- CEO / COO
- General Manager
- 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
MODULE 2: Formalities
· Execution of Agreements and what happens signing before finalising of Agreement -What Options are there?
· The use of Electronic Signatures and its impact.
· 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 words to use and not to use in recitals
· Operative provisions
MODULE 3: Sequence of Clauses
· Drafting Schedules
· 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: Legal and or Commercial issues affecting Contract drafting
· Who should the parties be?
· Commencement, duration, extension of term
· Main commercial obligations
· Measuring the effort needed
· How to deal with best and reasonable endeavours
· Payment provisions
· Who signs the contract -are they authorised?
MODULE 5: Interpretation of the Drafting of the contract - Implications for the drafter/Negotiator
· Establishing the terms of the contract and their meaning
· Interpreting drafting of a given set of contract terms
· What are the implications for the Contract Drafter and the impact of the 5 principles of Drafting?
MOUDLE 6: Which terms comprise the contract?
· Drafting and negotiation issues should cover among others:
· Provisions incorporated by reference
· Agreement which is supplemented by an earlier agreement
· 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
MODULE 7: Advanced drafting Techniques
· Using negotiation and drafting policies into commercial contracts
· Areas that a policy should cover
· Commercial advantages of having a policy
MODULE 8: Hierarchy of clauses [Samples clauses provided for all areas below]
· Clause consisting of several parts with conflicting provisions
· Express and implied terms in one clause
· The ejusdem generis rule
· Contra Proferentemrule and updates on development of case law
MODULE 9: Implied Terms
· Terms implied for general relationship of parties
· Terms Implied in particular transactions /by statute
· Drafting disclaimer for implied terms [samples provided]
MODULE 10: Risk exposure and assessment - Drafting Guide with Samples
· Exclusion clauses - the current law
· Decide whether statutory controls apply on the limitation of liability undertaken
· Draft explicitly and precisely
· Mention what is being excluded
· Correlate liability with insurance coverage
· Separate treatment of exclusion clause from other services and many more….
MODULE 11. Warranties and Indemnities
· What are warranties?
· The purpose of Warranties and “Fair disclosures”
· Effect of Knowledge and Anti Sandbagging Clauses
· Drafting Indemnities and guidelines
MODULE 12. Termination and consequences of Termination [Sample provided]
· Provisions to be drafted into Termination clause
· Termination and quality of clause breached
· Specified events and
· Notice and expression of methodology linked to the 3 issues
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.
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.