CONTENT
course content
Dates and times
30/11/23: 16:00 - 20:00
01/12/23: 16:00 - 20:00
04/12/23: 16:00 - 20:00
08/12/23: 16:00 - 18:00
Course content
Content
MODULE 1: Writing obligations in a contract
- Introduction of the course and explanation of organization and obligations
- Trainer introduction
- Student introduction
- Introduction to parts of a contract
- Introduction – factual and interpretation clauses
- Operative Clauses
- Boilerplate clauses
- Annexes and schedules
- How to ensure that your document is adequately customized to the situation and does not look like a copy-pasted version from another document?
- Essential elements of a contract
- Must haves in a commercial contract
- Should have in professional and commercial contracts
- Useful to have in professional and commercial contracts
- Do not use in professional commercial contracts
- Main body of the contract
- Endings and signature blocks
- Contract drafting checklist
MODULE 2: The contract drafting ‘rules’
- How to order and write information in the clause
- Rules of contract drafting
- Simplicity and plain English language – making contracts easy to understand
- Writing with the worst in mind
- Not using provisos
- Clarity
- Interpretation
- Punctuation in contracts
- Parallel phrasing and non-parallel phrasing
MODULE 3: Operative Clauses of a contract
- Representations and Warranties Clauses
- Using warranties and representations
- How to draft representations and warranties clauses
- Consequences of false representations and warranties
- Covenants, guarantee and indemnities
- Condition’s precedent, conditions subsequent and completion
- How to draft payment related clauses and increment clauses
Clauses reflecting consideration
MODULE 4: Term and termination of the contract
- Term and termination
- Conditions precedent
- Conditions subsequent
- Termination on expiry of term, for convenience, for change of control, death or disability termination for cause
- Material adverse change clauses
- Other termination clauses
- Termination for insolvency
- Renewal by mutual agreement, renewal by notice of one party, automatic renewal
- Survival clauses.
MODULE 5: How to draft risk mitigation clauses and boilerplate clauses
- Confidentiality clauses/ Drafting non-disclosure agreements
- Non-compete clauses
- Non solicit clauses
- Exclusivity clauses
- Assignment/anti assignment clauses
- Waiver, variation and severability clauses
- Indemnity and limitation of liability clauses
- Indemnity arising from breach of representation or warranty
- Indemnification against the effects of a party’s own defaults
- Pointers for drafting an effective indemnity clause
- Indemnity vs. Guarantee
Module 6: Notice and communication clauses
- Different types of notices
- Key points to consider when drafting a notice clause
- When is notice considered delivered
- Consequence of erroneous drafting of notice clauses.
- Module Governing law, jurisdiction, dispute resolution and arbitration
- Specifying governing law
- Arbitration clauses and drafting effective arbitration clauses
Module 7: Contract breach and execution
- Breach of representations and warranties
- Breach of covenants
- Any other breach
- Remedies for breach, rescission, specific performance, injunction
- Types of damages – compensatory, punitive, nominal, liquidated damages
- Things to keep in mind when drafting clauses related to breach
- The difference between breach and indemnity claim
- Execution of contracts – legal requirements for validity and enforcement
- Registration, attestation, notarization, apostille
suitable for
This course is suitable for:
- Lawyers
- Advocates
- Legal advisors
- Contract managers
- People involved in cross border transactions
- Real Estate advisors
- Business professionals
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