Contract Drafting and Management

Contract Drafting and Negotiation

Negotiating and drafting commercial contracts has become an indispensable part of any business transactions in today’s highly competitive and cost-conscious environment. It has become necessary that contracts should be aligned with business requirements as every business transactions are governed by contracts and agreements.

The upcoming Commercial Contract training focuses on critical issues in commercial and legal areas pertaining to commercial agreements and will guide you to improve your negotiating and drafting skills. This training will also help the organization to reduce exposure, avoid litigation and implement dispute management by being fully conversant with the knowledge, skills and strategies in ensuring that the contracts are well negotiated, properly drafted and managed. The course will also discuss on cross-border agreements and on identification and mitigation of contractual risks and dispute resolution clauses.

What you will learn

• Strategic negotiation of commercial contracts
• How to draft effective commercial contracts
• Managing variation and modification of contracts
• Managing breach and termination of contracts
• Drafting and negotiating alternative dispute resolution clauses
• Techniques of drafting international contracts
• Effective risk control measures to minimize legal exposure and avoid disputes

Course Content

Negotiation of Commercial Contracts

• Contract negotiation: Tactics and strategies
• Planning and conducting Negotiation
• Determining the needs, rights and obligations of negotiating parties
• Flexibility in clauses to leave space for modifications and termination if needed
• Types of contracts: BOOT, BOT, BOLT, PPP etc and their negotiation principles
• The boundaries of negotiating and re-negotiating contracts

Safeguard Your Business Interest:

Draft an Effective Commercial Contract

• Difference between an MoU, a letter of intent, an agreement and a contract
• Formation of contract: The art of drafting an effective commercial contract
• Drafting techniques: Indemnity and risk allocations, recitals, boilerplate provisions
• Understanding varied types and interpretations of contract clauses – force majeure, liquidated damages, risk purchase, warranty, limitation of liability, etc
• Analysing how letters of intent, heads of agreement and memoranda of understanding affect a contract
• Sharing some cases on intricacies of:
  • Joint venture agreements / collaboration guarantees
  • Investment contracts (Share Subscription Agreement, Share Purchase Agreement and Shareholders’ Agreement)
  • Service contracts, underwriting contracts
  • Deed of amalgamation compromise, arrangement & settlement

Drafting of International Contracts

• Analysing the key elements in cross border agreements
• Terms unique to overseas contracts
• Dispute resolution clauses for use in international disputes
• Understanding various jurisdictions issues

Dispute Resolution Clauses & Mechanism

• Understanding & identifying dispute prone areas
• Possible consequences and the medium of dispute resolution mechanisms
• Remedies for disputes emerging from contracts
• ADR provision in contract
• Litigation Or Arbitration – A comparative Analysis
• Role of corporate counsel in dispute management

Modification, Breach & Termination of Contracts

• Modification of a contract by novation, accord and satisfaction or by simple variation
• Documentations involved in contract modification and variation, right time for “Lock-in-period”
• Anticipating contractual obligations to breach of a contract
• Filing a breach of contract complaint
• Breach versus repudiation
• Partial breach, material breach of contract, anticipatory breach of contract