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Drafting & Negotiating Contracts
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This full 5 day Drafting and Negotiating Contracts course is designed to identify common drafting errors, improve their writing and drafting skills and learn advanced negotiation skills in English.
- Improve legal writing and contract drafting skills
- Learn how to avoid common drafting pitfalls
- Develop an effective communication style
- Understand the structure and terms that are common to contracts in English
- Learn advanced negotiation skills (for commercial matters and dispute resolution) in English
- Strengthen your knowledge of complex contractual terms including indemnities, warranties and exclusion clauses
- Refresh your knowledge of the law surrounding breach, termination and liquidated damages, enabling you to draft tighter provisions and ensure greater protection for your stakeholders
This new re designed, improved Drafting and Negotiating Contracts Masterclass [or School or Academy] (Modular) consists of two separately bookable modules, with sample documents, checklists, flow diagrams, exercises, workshops, polls, group discussions and lots of interactivity built in to help delegates get the most out of the classes and interact with the trainer and other delegates whether in the virtual, hybrid or classroom setting.
Module 1: Contracts and Negotiations – In Depth
Module 2: Drafting – In Depth
Module 1 focusses on the core contractual terms in the context of commercial transactions including preliminary agreements, liabilities and damages, warranties, representations, guarantees and indemnities, Force Majeure in an increasingly uncertain world. Day 3 is spent at enhancing negotiation skills with hands on facilitation, conducting a real world negotiation, introducing a framework of objectives and strategy, identifying the participants own individual style, and practising effective negotiation skills and behaviours
Module 2 builds on the learnings from Module 1 with in depth drafting, with checklists, tips and techniques for drafting applicable immediately after he course, interpretation of contracts, with practical clause drafting. Also, conducting a contract review case study with the Facilitators guidance and input.
Be introduced to the Facilitators The 10 Key Steps Tool for Drafting and Analysing a Contract
All to give an in depth, workable understanding and approach to understanding, negotiating and drafting and contracts.
Summary of Course Content- Drafting pre-contractual documentation
- Drafting general contractual terms and specific clauses
- Negotiation skills for lawyers
- Tactics, techniques and personalities
- Negotiating key clauses
- Warranties, representations and entire agreement clauses
- Liability risk protection including indemnities, exclusion and limitation of liability clauses
- Remedial clauses and damages
- Force majeure
- Termination
Delegates will receive- Sample clauses
- Checklists and flow diagrams to rely on
- Diagnostic of their personal negotiating style
- The 10 Key Steps Tool for Drafting and Analysing a Contract
Methodology
You will participate in class discussions and drafting exercises to reinforce your lecture and workshop experience. You will leave with the updated knowledge, confidence and familiarity with contracts required to tackle the most important aspects of commercial contract law.
Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
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Module One
Day One: Making the contract
Introduction- Structure of course
- Expectations
- Contract of group
Formation of Contract- What is a contract?
- Making a binding and enforceable contract
- 6 components
- Offer
- Acceptance
- Consideration
- Deeds
- Limitation periods
Preliminary agreement forms- Memorandum of understanding
- Letter of intent
- Heads of Agreement
- Term sheet
- Authority to proceed
- Scope of work
- Subject to contract
Confidentiality agreements – Workshop- Purpose
- Types of information they protect
- Causes of breach
- What information cannot be disclosed
- Enforcement
Warranties, Representations, Guarantees & Indemnities – Workshop- Definitions and identification
- Pointers to distinguish and negotiation
- Warranties
- Representations
- Guarantees
- Indemnities
- Entire agreement clauses
Day Two: In-depth clause review
Exclusions, Limitations of Liability, Liquidated and Ascertained Damages and Penalties- Liability for personal injury or death
- Liability for late delivery, performance or similar
- How to limit the maximum aggregate damages
- Examples of limitation of liability clauses
- Liquidated and ascertained damages
Exclusions, Limitations of Liability, Liquidated and Ascertained Damages and Penalties – Workshop Force Majeure, Frustration and Economic Hardship- The concepts of force majeure and economic hardship
- Doctrine of frustration
- Changing circumstances and unforeseen events
- Hardship clauses
- Defining the events
- Typical claims
- The termination period
- Re-execution/re-negotiating
Direct, indirect damages and consequential loss- Types of damages
- Damages for breach of contract
- Back-to-back contracts
- Physical damages
- Costs and expenses
- Waste
- Loss of profit
- Consequential losses and expenses
Boilerplate – Sample Clauses and Pointers- Agency/partnership
- Assignment and sub-contracting
- Counterparts
- Insolvency and bankruptcy
- Communication notices
- Set off
- Severance clause
- Waiver
- Governing law & jurisdiction
Day Three: Negotiation
Introduction – Negotiation Essentials
What is Negotiation?
Framework for Negotiation
Simulation
Negotiation Objectives- Creating value
- Maximising value
- Claiming value
- Examples of value
Negotiation Strategy- BATNA
- Reservation price
- ZOPA
Diagnostic – Know Your Dominant Negotiating Style – and Recognise Others Style – Broadening and Adapting Your Style Key Negotiation Behaviours- Listening
- Asking questions
- Body language
- Direct and indirect communication
- Negotiating face to face, by phone and by email
Power, Interests and Positions
Preparation – Developing a Scoring System
Bargaining and Haggling
Offers and AnchorsModule 2
Days 4 and 5 – Drafting Contracts – In Depth
Structure and Format of Agreements- Parties
- Recitals
- Interpretation
- General Terms
- Commercial Terms
- Industry Specific Teams
- Assignment
- Third Party Rights
- Schedules
- Execution
- Contract review
Checklist and Procedures for Drafting – Workshop- Workshop - Checklist
- Style Guide
- Key Writing Strategies
- 4 Phases of Writing
- Contra proferentum rule
- Parol evidence rule
- Implied terms
Common Terms and Phrases- Best & Reasonable Endeavours
- Time is of the Essence
- Joint & Several Liability
- Term & Termination
- Remedies
Interpretation of Contracts under English Law- Express Terms
- Purposive Construction
- Canons of Construction
- Contra Proferentum Rule
- Implied Terms
Practical Clause Drafting
Case Studies and Practical Exercises
The delegates will break into groups to draft important clauses in domestic and international agreements clauses including:- Indemnities
- Termination
- Force Majeure
Contract Review ExerciseParticipants will be provided with a case study and a draft contract prepared by a client to be considered against the clients requirements and interests.
The Facilitator will provide a checklist of general and specific points to assist the participants in the with the review.
Following which the Facilitator will discuss the solutions and share a suggested next draft
The 10 Key Steps Tool for Drafting and Analysing a Contract -
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
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We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
Instructor
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Arun Singh
As a former partner and Head of International Commercial Law at KPMG Legal, I specialise in international investment, joint ventures, M&A, energy, outsoutcing and corporate governance.Biography
Arun Singh is an international lawyer and consultant to an international law firm. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally. He is cited and ranked in Chambers Guide of the World’s Leading Lawyers. He specialises in international investment, joint ventures, licensing of technology, R&D, M&A, energy, outsourcing and corporate governance globally. He has worked with clients such as Standard Chartered, Bank of China, KPMG, Motorola and more.He is a Visiting Professor in International Business, Leadership and Negotiations at Salford University Business School, Senior Associate of Oxford University’s Institute of Legal Practice, a Visiting Lecturer to Cambridge University and a Visiting Fellow to Leeds University Business School where he focuses on leadership, cross-cultural dynamics in international business and international trade and investment.He is the non-executive director of an international investment fund listed on the London Stock Exchange and Chairs another international investment company where he approves and selects investments, their acquisitions, sales and their structures.He was appointed an OBE by HM the Queen in January 1999 for services to international trade, investment and intercultural management.Arun is an editor and contributor to a number of publications, in April 2010 his book on Business and Contract Law was published by Thorogood.
Venue
London
