All of our business relationships are determined and regulated by the contracts we enter into. Our contracts create rights and obligations, they allocate risk, shift liability, help us deal with uncertainty and generally provide the frameowrk for all of our commercial interactions. Our business relationships are, to some extent, only as strong as our contracts. A lack of knowledge around contract drafting, can lead to poor planning, increased financial burden, undesirable pricing structures, revenue depreciation, cost overruns and other undesirable impacts. These on top of a lack of transparency between the parties and consequent miscommunication.
This two day workshop gives non-lawyers essential tools in developing and drafting contract terms. We consider both the ‘boilerplate’ terms that you can expect to include in all your contracts, structures, and some specific clauses that have particular application in particular contracts. Delegates can expect to gain skills needed to protect the interests of their organisation, while building open, sound relationships with their contracting parties.
Delegates will learn about how their word choices impact on the rights and obligations of the parties, and will practice drafting clauses. Delegates will gain an understanding of what to include in their contracts and why they are including these matters.
Key Learning Outcomes
This 2-day workshop enables non-legal professionals to gain essentials in developing and drafting contractual clauses and terms. Both “boiterplate” terms and specific clauses necessary for particular contracts are considered in this course.
- The implications of legal systems across APAC/Southeast Asia on contract drafting and interpretation
- Review and employ essential clauses, T&Cs
- Customise clauses based on project and industry specifics
- Compare good and poorly drafted clauses
- Increase contract clarity through correct drafting
- Manage contractual governance principles in your organisation
What Past Delegates Liked About This Course
“Trainer provides clear explanation of contractual concepts and further enhance our understanding through effective case studies”
~ Loh Hui Bin, AVP – Cost & Contracts, CapitaLand Projects
“I got a lot of new knowledge from the course. The lessons are comprehensive and will be applicable to the nature of my work”
~ Senny Ayu, Document Control Specialist, PT MRT Jakarta
SESSION 1 INTRODUCTION: CONTRACT DRAFTING ESSENTIALS – LEGAL SYSTEMS AND BASIC CONCEPTS
- Types of contracts and structures
- Drafting contracts for different legal systems: drafting contracts for a common law country vs drafting contracts for a civil law country.
- Key considerations before you start drafting including: Establishing agreements, rights and obligations of the parties
- What, precisely, has been agreeed?
- Recognising and recording when the contract was entered into.
- The words used in your contract vs the intention of the parties.
- Minimising ambiguity in your contracts Contract interpretation
- The ‘contra proferentem’ rule
- The parole evidence rule
- Rectification of contracts
- Words that the law attaches particular meaning to, including:
- The phrase ‘without prejudice’
- Cession, assignment and delegation
- Using ‘should’ , ‘must’, ‘may’, ‘shall’
- How ‘or’ and ‘and’ change interpretation
- What is ‘reasonable’
- When punctuation makes a difference
- Dealing with days and calendar days
- Cross-referencing earlier clauses
- Amending existing contracts
- The structure of your contract – what goes where
- Using ‘plain language’
SESSION 2 ‘BOILERPLATE CLAUSES’: THE TERMS YOU CAN EXPECT TO BE INCLUDING IN ALL YOUR CONTRACTS INCLUDING:
- Exercise: examine “boiletplate clauses” in
- Business Contract for Purchase and Sales
- Contract for Appointment of a professional consultant
- The ‘no variation except in writing’ clause
- Choice of law clauses and choice of language clauses
- Clauses dealing with notices and communications
- Priority of documents clauses
- Clauses that prescribe how the contract will be interpreted
SESSION 3 DRAFTING CLAUSES THAT REQUIRE PARTICULAR ATTENTION
- Force majeur clauses
- Clauses regulating the time of performance
- Limitation of liability clauses
- Indemnification clauses
- Time-barring provisions
- Payment provisions
- Restraint of trade clauses
- Clauses that deal with uncertainty by allowing one party to claim more time or more money.
SESSION 5: WRITING CLAUSES FOR BUSINESS AND COMMERCIAL LAW
- Insolvency and bankruptcy proceedings
- Directors liabilities
- Competition law adherence
- Drafting contract termination clauses – termination for breach by non-breaching party
- Protecting trade secrets
SESSION 6: CLAUSES FOR FINANCIAL TERMS
- Payment terms
- Processes for claiming payment including Singapore’s Security of Payment Act
- Claims, penalties and damages
SESSION 7 – GROUP EXERCISE:
- Evaluating contracts to identify some common mistakes and risky drafting
- Analyse promises and conditions
- Drafting termination provisions
SESSION 8: DRAFTING CLAUSES THAT DEAL WITH DISPUTES, BREACH AND TERMINATION
- Clauses that cover cancellation of the contract
- Liquidated damages provisions
- Remedies clauses
- Dispute resolution clauses including clauses providing for:
SESSION 9: DRAFTING IN ANTICIPATION OF FUTURE LITIGATION
- Drafting for Fact Finders
- Litigation Provisions vs. Arbitration Provisions
- Termination Provisions: Ensuring Clarity
- Provisions That May Outlive Contract Termination
SESSION 10: RECENT CASE LAW AND LESSONS FOR DRAFTING
On-site & in-house training
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