Drafting Commercial Contracts Training Course (July 3-4, 2023)

DUBLIN, March 6, 2023 /PRNewswire/ — The “Drafting Commercial Contracts Training Course” training has been added to ResearchAndMarkets.com’s offering.

Negotiate and draft clear and concise commercial agreements that meet the challenges of today’s commercial environment

Business is founded on the crystallisation of the terms of a deal and clarity and fair construction are key to a successful commercial agreement. Without a clear agreement, commercial and legal disputes are likely and unclear agreements are one of the largest causes of costly commercial litigation.

With this in mind, Mark Weston and Falconbury have developed this modular and comprehensive multi-part programme that focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level. Each section of the course builds on the section before.

Part One: Drafting, Structure, Interpretation and Formation of Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements. It will also explain the fundamentals of how contracts are interpreted.

Part Two: Precise and Careful Drafting looks in more detail at the more complex clauses and how they can be drafted and applied to leverage commercial value and manage legal risk.

By attending this programme you will:

Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
Consider the purpose and effect of typical boilerplate clauses and how you can leverage value for your organisation through clearer drafting
Get to grips with payments and interest terms to understand how penalties can be applied
Expand your knowledge of the risk of drafting a contract without a confidentiality clause
Understand the risks that can be created through poor drafting in practical exercises under the guidance of the expert
Discuss any disputes or issues you are facing with colleagues from other organisations to gain new ideas and perspectives
Understand the pitfalls and pluses to applying an effective standard structure and format to every contract
Master practical drafting techniques to write concise and effective agreements
Examine special contractual arrangements and letters of intent
Learn how to interpret variations and time-is-of-the-essence clauses
Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts
Get up to date with the use and drafting of contractual warranties and indemnities
Understand the effect of exclusion and limitation clauses, and how they can be used to manage your exposure
CPD: 12 hours for your records
Certificate of completion

Practical interactive learning style

This workshop-style programme has been designed to offer a practical solution to your drafting challenges. Throughout the programme the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with a comprehensive portfolio of practical tips and techniques to draft contracts which meet your commercial objectives as well as ensuring that there are no ‘surprises’ further on.

Who Should Attend:

In-house lawyers
Private practice lawyers
Commercial and contracts directors and managers
Procurement personnel
Compliance officers
Company secretaries

Key Topics Covered:

Day 1

Contract interpretation

Systems of law
Civil law vs common law approachesto drafting
Precedent (and some Latin)
Interpretation and construction
Clarity and ambiguity: Arnold v Britton,Wood v Capita Insurance
Ambiguity: Investors CompensationScheme v West Bromwich
Classical contract interpretation(six canons)
Modern contract interpretation(ten principles)
The effect of Brexit on contract draftingand interpretation
Admissible background
Private dictionary principles

How do you form a contract? PART 1

Ingredients to form a contract
Classical

Offer
Acceptance
Consideration
Battle of the forms
Other elements in formation

Sui generis formation

How do you form a contract? PART 2

Distinctions between negotiationsand contracts

Have you accidentally formed acontract while negotiating?

The six steps of Pagnan Freres
‘Subject to contract’
‘Without prejudice’

RTS Flexible Systems Ltdv Molkerei Alois Mulle

Commercial contract format and structure

Splitting form from content
Form

Law and custom
Tone and format
Deed or under hand?
Drafting techniques

Mapping: free drafting (when youhave no precedent)
Mapping: tied drafting (when youhave a starting point)

Structures of typical commercialcontracts

Ancillary documentation and contracts

Drafting for certainty
Pre-contract documentation anddiscussions

Tendering
Prevention is better than cure
Negotiations
TLAs
NDAs

Content of TLAs
Agreements to agree
Variations

Terms: implied, express and standard PART 1

Implied terms

Three types
The 2015 revision
Plus 1

Terms: implied, express and standard PART 2

Express terms

Time is of the essence
Best endeavours clauses
Reasonable endeavours
Nuances and efforts
The obligation spectrum

Meaning of standard terminology

Reasonable
Substantial
Material

Drafting techniques: the easy but not well-known stuff PART 1

Drafting techniques: the hard stuff and not well-known stuff PART 2

Differences between ‘shall do’, ‘will do’,’endeavour to do’
Understanding WCI and why you cannotdraft contracts without them
Differences between warranties,undertakings and representations
Differences between warrantiesand indemnities

Exclusion and limitation clauses

Myths about liability clauses
Internationally accepted practice
Economic rationale for this area of law
The liability protection spectrum
Jurisdictional differences
Factors affecting liability. or not
Negotiating liability clauses: risksand responsibilities
The ACE principle
Acceptance of risk
Capping of risk
Exclusion of risk
Arguments used by each sidewhen negotiating
Drafting a liability clause: tips, tricksand techniques
The change in law and practicesince 2016
Indirect and consequential loss: thechanging position since 2017
UCTA and CRA

Day 2

Introduction to boilerplate

Transferring contractual rights and obligations

Transferring rights

Assignment
Novation
Other transfers
An exercise: in the real world

Third-party rights

Privity
Some history
Practical examples
The new rules
Drafting issues and traps

Welded boilerplate

Interpretation

Importance
Start vs finish
Headings and titles
Usual interpretation clauses

Notice and communications

Purpose of a clause
Problematic clauses
Relevant case law

Waiver

Purpose
Effect
Clause
How does it work?
Variation
The remedies addendum
The 2018 revision

Invalidity and severance

Purpose
Invalid clauses – and consequences
Blue pencil test
Repair
Clause
Bolt-ons

Joint and several liabilities

Joint/several/joint and several differences
Purpose
Clause
Bolt-ons

Force majeure

Purpose
Some history
A partisan view of risk
What is force majeure?
Effect
Procedure
Clause
The court

Payments and interest

Payment clauses

Purpose
Goods default
Clauses

Interest clauses

A clause: charging interest forlate payment
Penalties and rates of interest
Force majeure and payments
The importance of waiving rights -or not

Confidentiality clauses

Doing without a confidentiality agreement
A confidentiality clause: the practice
A definition: what is confidential?
Clause outline
Sample clauses

Term and termination; entire agreement clauses; governing law, jurisdiction and dispute resolution clauses

Term and termination

Purpose
Term
Termination
Reasons for termination
Consequences of termination
Survival

Entire agreement clauses

Purpose
Problem
A new purpose
The law
Drafting a clause
Documentary inclusion/exclusion

Governing law, jurisdiction and disputeresolution clauses

Governing law
Jurisdiction
Dispute resolution clauses

Speakers: Mark Weston Hill Dickinson LLP Mark Weston is a partner at Hill Dickinson LLP where he is Head of Commercial Law (London), Information Technology Law and, Intellectual Property Law. Mark joined the firm in 2016 from Matthew Arnold & Baldwin LLP where for 12 years he was a partner and Head of the Commercial, Intellectual Property and Information Technology Group, before which he spent several years at Baker McKenzie.

Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, digital and privacy/data law. He specialises in commercial and tech issues. He has extensive experience in-house, having been seconded in the past to Hewlett Packard and new technology companies. His practice covers all sorts of commercial areas (including distribution, agency, franchising, sales and marketing strategies, advice and documentation) as well as extensive IT niches including advising clients regarding hardware and software issues (including SaaS, cloud, development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce including B2B, B2C and B2G, S-commerce and M-commerce, social media, strategies to minimise or maximise liability and carry out compliance audits, outsourcing, facilities management, procurement, company IT policies and data protection (privacy) issues.

He also has experience in IT litigation (and different alternative dispute resolution techniques). Mark writes various books on his specialist topics and is an editor and contributor to several publications and articles and lectures at numerous commercial, IP and IT-related conferences and training programmes. Mark appears regularly on BBC1 (usually providing advice on-screen to BBC Watchdog) and also on Sky News as a legal commentator. For more information about this training visit https://www.researchandmarkets.com/r/o3lzt2

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