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Advanced Contract Drafting, Negotiations and Dispute Management

Description

Advanced Contract Drafting, Negotiations and Dispute Management

Key benefits from attending the workshop:

  • Ensuring effective allocation of risks using Representation and Warranty Clauses.

  • Mastering best practices when drafting Memorandum of Understanding(MOU), Letter of Intent (LOI) and Non-Disclosure Agreement (NDA)

  • Reinforcing the principles of effective drafting and drafting dispute resolution clauses including legal writing and arbitration clauses

  • Drafting and Reviewing the miscellaneous clauses in contracts that are often neglected

  • Overcoming ambiguity in contracts and combating major source of confusion and disputes

  • Drafting Boilerplate clauses to minimise risks and protect your company’s rights

  • Capitalising on the importance of risk transferring clauses to avoid negligence

  • Exploring the Endgame Provisions to identify the effects and ways to deal with termination clauses

  • Keeping abreast with various culture norms for seamless cross-border contracts

 

Who Should Attend:

This workshop will be of benefit to C-Level Executives, Directors,

Presidents, Vice Presidents, General Managers, Regional Managers,

Heads of Departments, Project Managers, Managers Assistant,

Managers and Executives from the following job areas:

Across all industries

Contracts

Corporate Legal Counsel

Project Professionals

Senior Legal Practitioners

Regional Counsel

Legal Advisor

Lawyers

Business Development

Purchasing / Procurement

Sales / Marketing

F&B

FMCG

Pharmaceutical

Oil and Gas

Manufacturing

Automobile

Telecommunications / IT

Legal Consultants

Government and Professional

Services

Day-1

Day 2

Day 1 Contents:

Session One

Reinforcing The Real Deal Behind Effective Drafting

Ascertaining the ‘essence’ of the contract

• Highlighting the accurate context of the parties and other stakeholders that

are involved and managing their expectations

• Precision: Cultivating the use of antecedent, time references, legalese and

conveyance provisions

• Critically crafting the covenants and resisting from going overboard

• Evolving a consensus on a realistic approach to damages and penalties

Session Two

The Art of Creating a Contract: No One Size Fits All

• Magnifying clearer drafts, concising contracts and making appropriate use of

definitions in a contract

• Keeping in mind simplicity by using the active voice and deleting the

unnecessary wordings

• Promoting mutual intentions in the contract to combat potential and high

risk of legal disputes

• Focusing on the purpose and the use of front/back sections of a contract

• Enforcing the core information in describing the parties to distinguish a legal

entity from another that bears the same name

• Service Contracts: Investigating some peculiarities in the Service Contract

• Using regulations as the touch stone to ensure that the contract survives scrutiny

Exercise:Examining the problematic areas from the sample of contract extracts

Session Three

Rules of Interpretation in Contracts: How to Avoid a Major Source of

Confusion and Disputes

• How contracts are interpreted and the sources of uncertainty in contracts

• Dealing with ambiguity in contracts: Exploring the hidden risks and dangers

• Exploring the importance of priority documents

Drafting a structured contract

Session Four

Keeping in Mind Crucial Concepts in Order to Create a Seamless Contract

• To breach or not to breach

• Exploring the types of damages that includes:

– Direct damages

– Consequential damages

– Punitive damages

• Addressing the severe implications of breaching a contract

• Material breach of contract remedies for breach of contract

Session Five

Dealing with Endgame Provisions

• Understanding termination clause: Termination prior to the end of the term

may be due to breach of contracts

• Mutual termination: Allocating the termination clause without jeopardising

your existing relationship

• Termination for cause or termination of convenience

• Strategising your plan for potential problems: Identifying the clauses that

address the possibility of future litigation

Session Six

Exploring 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

Day 2 Contents

Session One

Zooming in Into the Right Crust of a Well Written Contract

• Drafting techniques using proper contract language most commonly used in

contracts:

– Reasonableness

– Consent not to be unreasonably withheld

– 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

• Poor contract drafting: Setting the correct benchmark in your contract

drafting practices

– Words to watch

– Words to use

– Checklist before writing a contract

– Compliance matrix

– Guidelines for writing a contract

• Miscellaneous provisions in contract

– Waiver

– Entire Agreement

– Severance

– Amendments

– Variations

– Notices

Exercise:

Analysing and redrafting extracts of a model contract

Session Two

Handling Complex Challenges and Risks in Contracts

• Memorandum of understanding (MOU) and the Letter of Intent (LOI)

• Confidentiality Agreement and Non-Disclosure Agreement (NDA)

• Screening the events that trigger early or possible termination such as:

– Insolvency, bankruptcy or liquidation

– Merger to other party

– Change of control of the other party

– Changes in governmental regulations

– Failure to meet certain specified performance level

Drafting MOU, LOI and NDA using international best practices to be followed

Session Three

Cross Border Transactions: What You Need when Dealing with Cross Culture

cross-border deal

• Managing the relationship and cross cultural expectations: Justifying the do’s

and don’ts

• Key considerations for Incorporated and Unincorporated Joint Ventures:

Merits and Demerits

• Is there a need for an external counsel?

• Diligence: Should there be a limit?

Session Four

Alternative Dispute Resolution: Finding the Right Way Out

• Conflict in contracts: Addressing the right mechanism in contract before the

issues becomes a dispute

• Exploring the importance Legal Project Management

• To litigate or arbitrate: Which should you put as your prior decision?

• Best strategies in drafting an enforceable Arbitration clauses

• Modal of Arbitration clauses:

– Ad hoc or non institutional Arbitration

– Domestic and International Arbitration

– Intervention of the Court in Arbitration

Session Five

Mastering the Art of Negotiation: Practical Approaches and What

Works Best

• Nationality, culture, language and legal systems of region: Does this plays a

vital role in shaping your negotiation?

• Cultivating advanced negotiation skills to combat ruthless situation to

manage expectations

• Polishing your soft skills in negotiation to derive in a win-win situation

• Tuning to the right attitude: To conclude or preclude the negotiation

Session Six

Drafting and Understanding Scope of Work ( SOW) in a Contract.