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Drafting and Vetting Commercial Contracts, Negotiations & Dispute Management

( Duration: 2 Days )

This Drafting and Vetting Commercial Contracts, Negotiations & Dispute Management training course provides insight on Contract Drafting, Drafting Techniques, Contract Language, Contract Negotiations and Dispute Management. It is designed for professionals who wish to take their drafting, negotiation and dispute management skill to the next level. The workshop will provide ‘hands-on’ experience in the drafting of commercial contracts and discuss case study on dispute management and provide case study on negotiations.

By attending Drafting and Vetting Commercial Contracts, Negotiations & Dispute Management workshop, delegates will:

  • Explore drafting fundamentals in commercial contracts
  • Understand and effectively deal with allocation of risks using Representation and Warranty Clause in a contract
  • Safeguard your organizations interest when signing/issuing a Memorandum of Understanding (MOU), Letter of Intent (LOI) and Non-Disclosure Agreement (NDA)
  • Explore Model Arbitration Clauses used in International Contracts
  • Review miscellaneous clauses in contracts that are often neglected
  • Overcome ambiguity in contracts and combating major source of confusion and disputes
  • Learn how to assess, identify and mitigate contractual risks
  • Explore risk transferring clauses in a contract and avoid negligence
  • Understand the impact of Endgame Provisions its effects and ways to deal with termination clauses
  • Learn and understand Negotiation Process.

The Drafting and Vetting Commercial Contracts, Negotiations & Dispute Management class is ideal for:

  • Head of Legal Industries including, Legal Consultants, Head-Contract, Administration & Management, Corporate Legal Counsel, General Counsel, Chief Counsel, Regional Counsel, Legal Managers, Corporate Legal Advisors, Company Secretaries, Lawyers, Arbitrators & Mediators, Procurement, Purchasing Managers, and anyone interested in the topic

COURSE AGENDA

1

Building Blocks Concept

  • Learn the fundamentals of Contract Drafting
  • Understand how to Convert Term Sheet into Contract
  • Understand how to allocate risks when doing due diligence and correctly allocate risks using the Representation and Warranty Clause
2

Drafting the front of the contract, introductory and lead in clause

  • Magnifying clearer draft, concise contract and make appropriate use of definitions in a contract as your best practice
  • Simplicity at its best by using the active voice and delete the unnecessary wordings
  • Drafting a structured Contract
3

Rules of Interpretation of Contract

  • How are contracts interpreted
  • Dealing with ambiguity in contracts
  • Importance of priority of documents
4

Understanding Important Concepts in Contract

  • Breach of contract
  • Material breach of contract
  • Remedies for breach of contract
5

Dealing with Endgame Provisions

  • Understanding termination clause: Termination prior to the end of the term may be of breach of contracts
  • Mutual termination: Allocating the termination clause without jeopardising your existing relationship
  • Termination for cause or termination of convenience
6

Zooming in Into the Right Crust of a Well Written Contract

  • Drafting techniques using proper contract language most commonly used in contracts:
  • Materially adverse effect
  • Reasonableness
  • Consent not to be unreasonably withheld
  • Best/Reasonable Efforts
  • To the best of its knowledge
  • Substantially in the form of
  • To the extent permitted by law
  • Notwithstanding to the contrary
  • Including without limitation
  • From time to time
  • As the case may be
  • Incorporated by reference
  • For the avoidance of doubt
  • Without Limiting the Generality of the Foregoing
7

Miscellaneous provisions in contract

  • Waiver
  • Entire Agreement
  • Severance
  • Amendments
  • Variations
  • Notices
8

Understanding and drafting boilerplate Clause which deal with Allocation of Risk

  • Liquidated damages / penalty / consequential damages
  • Force majeure
  • Limitation of liability clause
  • IPR: Ownership rights in contract
  • Performance guarantee
  • Subrogation / waiver of subrogation
  • Indemnity
  • Assignment / delegation clause
  • Cumulative remedies
  • Transaction cost
  • Third party liability
  • Consequential loss
  • Negligence / gross negligence
9

Handling Complex Challenges and Risks in Contracts

  • Memorandum of understanding (MOU)
  • Letter of Intent (LOI)
  • Confidentiality Agreement and Non-Disclosure Agreement (NDA)
  • Drafting MOU, LOI and NDA using international best practices to be followed
10

Guidelines for drafting

  • Scope of Work (SOW)
  • Service Level Agreement (SLA)
  • Master Services Agreement (MSA)
  • Guidelines for drafting Performance based Acquisition
  • Performance Standards in a Contract
11

What is negotiation

  • Negotiation Types
  • Negotiation Process
  • WATNA, BATNA and ZOPA
  • Negotiation Tactics – Identifying and dealing with them
  • Dealing with difficult people
  • Negotiation Strategies
  • Importance of communication
  • Negotiating out of a Dispute
  • Cross Culture Negotiations
12

Alternative Dispute Resolution: Finding the Right Way Out

  • Conflict in contracts: Addressing the right mechanism in contract before them issues becomes a dispute
  • To litigate or arbitrate: Which should you put as your prior decision?
  • Best strategies in drafting an enforceable Arbitration clause
  • Modal of Arbitration clauses:
  • Ad hoc or institutional Arbitration
  • Domestic and International Arbitration

Encarta Labs Advantage

  • One Stop Corporate Training Solution Providers for over 6,000 various courses on a variety of subjects
  • All courses are delivered by Industry Veterans
  • Get jumpstarted from newbie to production ready in a matter of few days
  • Trained more than 50,000 Corporate executives across the Globe
  • All our trainings are conducted in workshop mode with more focus on hands-on sessions

View our other course offerings by visiting https://www.encartalabs.com/course-catalogue-all.php

Contact us for delivering this course as a public/open-house workshop/online training for a group of 10+ candidates.

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