Contract Law and Drafting Course. 8th-9th Oct 2019
A two day course in London designed to give you confidence when dealing with contracts
This course is perfect
for you if –
- You’re worried you’ll miss vital legal risks
- You’ve not had specific contract law training
- You find dealing with lawyers intimidating
- You have to deal with higher value or riskier contracts
Contracts are difficult without confidence!
Turn confusion into clarity. Reach your professional potential.
The Contract Law and Drafting Course will teach you how to review, understand and amend commercial contracts and statements of work. You will:
• Understand contractual terms and their impact on the business
• Analyse commercial risks and opportunities in terms of your own business environment
• Identify ‘profit munchers’
• Be able to propose appropriate means to mitigate risks
• Discover how to review third party contracts effectively
• Gain confidence in challenging unacceptable terms
• Learn to simplify and clarify over-complex drafting
• Understand when to use different contract structures, including LoIs, Ts&Cs, Deeds and Framework Contracts
• Identify hidden problems with Group Framework Agreements, and how to tackle them
• Understand legal terminology and use it appropriately
• Develop your drafting skills to write more clearly for your target audiences
• Learn the 3 steps to preparing clear and effective Statements of Work
• Gain skills to prepare clear and effective Liquidated Damages and Service Credit
• Service Level Agreement provisions
• Become a competent proof reader of contract documents
• Build your confidence through practice!
You will come away with practical tools to help you draft agreements that are clear and unambiguous, helping your organization manage its commercial relationships effectively and profitably.
Each delegate will receive a copy of Tiffany’s books, ‘Deal Makers’ and ‘Essential Contract Drafting Skills’ which provide useful reference resources, both during and after the workshop. They will help you to consolidate your learning, refresh your memory, and clarify anything that has become unclear with the passage of time.
08:45 Coffee and registration
09:00 Objectives for today
A Memory Game – get those grey cells working!
Exercise: Buying a commodity . Consequences of Confusion – the pain of getting it wrong.
A few basic points about contracts:
- How they work and what they’re for.
- What is a contract?
- Does it have to be in writing?
- What is the purpose of a contract?
- What is the relationship you’re contracting for?
Defining Commercial Relationships – the Three Triangles model.
10:45 Exercise: Your Three Triangle Terms
Who Does What When?
- Vendor Responsibilities
- The importance of clear specifications and change control
- Purchaser Responsibilities
- Intellectual Property
- The importance of timing
When Does Payment Occur?
- Defining Milestones
- Good Acceptance Criteria
- Readiness for Invoicing
- Taxes and other payment headaches
13:15 Exercise: Comparing vendor and purchaser acceptance provisions
What Happens if Things Go Wrong?
- Warranties and warranty remedies
- Limiting liability
- Liquidated Damages
- Applicable law and dispute resolution
- Survival provisions and other boilerplate
Exercise: Comparing vendor and purchaser warranty provisions
Wrap-up and Review of Objectives
17:30 END OF DAY 1
08:45 Coffee and registration
09:00 Recap on Day 1
- Choosing the right framework and how to make the document work for readers
- MoUs, LoAs, HoTs, and where they fit
- Signed agreements Terms and conditions (and the ‘Battle of the Forms’)
- Framework Agreements (including Group Framework Agreements)
Exercise: Translating business needs into agreement type
10:45 Amending third party agreements :
- Using defined terms
- Consistency of language
- Cross referencing and other potential pitfalls
- Purpose and proportionality
Exercise: Amending a Group Framework Agreement to manage risk
Understanding legal language and using it correctly :
- Endeavours – best? Reasonable? Best commercial?
- ‘shall’ vs ‘will’
- ‘subject to’
- Time is of the essence
Drafting for clarity:
- Choosing your voice
- The risk – length – tone triangle
- Avoiding ambiguity – passive voice and contra proferentum
- Layout and style
Exercise: Re-drafting for clarity
13:15 Statements of Work and Service Level Agreements :
- The purpose and power of SoWs, Scope, Work Orders etc .
- Key ingredients of your SoW
- Avoiding common Service Credit and SLA drafting pitfalls
- Dealing with uncertainty
Exercise: Reviewing, understanding and amending key SLA provisions
13:15 Reviewing and amending contentious clauses:
- Limits and exclusions of liability
Exercise: Drafting alternatives to indemnities
16:30 WRAP-UP AND REVIEW OF OBJECTIVES
17:00 COURSE ENDS
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