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Training Course Summary:

Ensuring you recognise and deal confidently with the risks and benefits presented by commercial contracts is key to protecting your organisation from disputes. Commercial agreements present a minefield of legal and commercial pitfalls that must be recognised to be avoided and managed successfully.

Following on from the success of our highly popular practical programme 'Business and Contract Law', this advanced course has been specifically developed to deliver more best practice techniques and solutions to complex legal and commercial contracting issues for the busy commercial manager.

With a focus on practical development this programme combines up-to-date commercial law with negotiation and drafting techniques. It analyses specific clauses, from pre-contract through to termination and dispute, that are essential for contracts in today's demanding commercial environment.

Pre-Requisites:

Participants will need a basic knowledge of business and contract law to attend this programme:

Contracts and commercial managers
Business development managers
Sales and marketing managers
Project managers
Procurement and operations managers
All those involved in the negotiation, drafting and management of commercial contracts

Who Should Attend:

By attending this seminar you will:

Gain a clear understanding of pre-contract enforceability and it's impact in different countries
Grasp the main issues connected with financial clauses, termination and variation and warranties
Build your negotiation and influencing skills through practical experience
Learn techniques to draft exclusion, limitation and damage clauses to your advantage
Get-to-grips with the key implications of Force Majeure to ensure you can successfully manage the impact if and when it arises for your organisation
Determine the effect of different legal systems on your contract and how to structure and draft to manage variation
Examine practical ways to skilfully avoid dispute through resolution tactics
Study some specific agreements and the legal pitfalls and challenges they bring with them
Get answers to any specific concerns or situations you may have encountered commercially in the 'Contracts Clinic'

Training Course Overview/Content:

Pre-contract Documents and Enforceability

Drafting
MoU's
Heads of Agreement/Terms
Effect in different countries - good faith
PRACTICAL DRAFTING WORKSHOP - Pre-contract Documents and Enforceability

Financial Clauses

Price
Escalation
Payment terms
Payment guarantees
Warranties

Current use in contracts
Difference between warranties, guarantees, indemnities and representations
Privity
Contracts (Rights of Third Parties) Act
Latest cases - Infiniteland and fair disclosure
Termination and Variation

Construction
Repudiation
Unilateral variation
Termination events
Effect of termination
Effect of Different Legal Systems on Drafting

Structuring documents and use of language
Guidelines
Use of English for effective agreements
Drafting principles
Applied drafting skills
Influencing and Negotiating Contracts

Frameworks and styles for success
Supportive
Competitive
Restless
Consolidative
PRACTICAL WORKSHOP - Influencing and Negotiating for Drafting Contracts

Day two
Exclusion, Liability and Damages Clauses

Limitation - Civil and common law
Liquidated and ascertained damages clauses
Penalty clauses
Direct and indirect damages
PRACTICAL DRAFTING WORKSHOP - Exclusion, Liability and Damages Clauses

Force Majeure

Increased importance in current international environment
Comparison of Force Majeure and Economic Hardship Clause
Doctrine of Frustration
Changing circumstances and unforeseen events
Defining events
Re-execution and re-negotiation
PRACTICAL DRAFTING WORKSHOP - Force Majeure

Boilerplate Clause

Key areas of disputes
Assignment/Novation
Notices
Entire agreements
Practical and Key Issues of Drafting and Selecting Dispute Resolution Clauses

Conciliation
Mediation
Courts
Arbitration
ADR
Advantage/disadvantages of different routes
Selection exercise
PRACTICAL DRAFTING WORKSHOP - Structuring Documents and Use of Language

Examining Specific Agreements

Joint ventures and strategic alliances
Licensing
Agency and distribution
Mergers and acquisitions
CONTRACTS CLINIC

Delegates raise specific issues past, present or future