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