Contract & Negotiation Masterclass

Course overview Attend both modules and save US$1,050 Contract and Negotiation Masterclass: M1 - Legal English: Contract Drafting and Negotiating Masterclass M2 - Advanced Contract Law 'Legal English: Contract Drafting and Negotiating Masterclass' 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 'Advanced Contract Law' is a 2 day, practical training course that aims to: 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 Review the latest developments in e-contract law Review useful boilerplate clauses and create new precedents Summary of Course Content Writing legal opinions, correspondence memoranda and email 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 E-contracts Termination Delegates will receive Style guide including sample emails, letters and contracts Glossary of legalese, Latin phrases and legal terminology Extensive course notes 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. Who should attend? In-house legal counsel Contract managers/officers Legal counselors - commercial contracts Legal specialists Legal advisors and consultants Operational legal support Compliance officers Lawyers in private practice Business development managers Marketing and sales directors/managers
MODULE 1 : LEGAL ENGLISH: CONTRACT DRAFTING AND NEGOTIATING MASTERCLASS Day 1: Legal writing and contract drafting skills Structure and style of legal writing Legal letters, emails, memoranda and opinions Components of legal communications Plain English Content organisation Effective language style Paper advocacy Understanding contract purpose and form Various forms and their aim Purpose - general and specific Terms Preliminary agreement forms Memorandum of understanding Letter of intent Term sheet Authority to proceed Scope of work NDA/Confidentiality agreement Subject to contract Structure and format of agreements Parties Recitals Interpretation General terms Commercial terms Warranties, representations and undertakings Boilerplate Taxation liabilities Industry specific terms Intellectual property and third party rights Schedules Execution General drafting pitfalls Time Vagueness Verbosity Weak grammar One idea, one clause Jargon and legalese Active vs. Passive voice Schedules and annexures Punctuation Precedents Checklist and procedures for drafting Style guides and best contract style Instruction sheets Checklist for drafting agreement Checklist for drafting individual clauses Deal sheet Draft control Standard terms and battle of the forms Dealing with multiple drafts Common terms and phrases “Best or reasonable endeavours” Joint and several “Time is of the Essence” Warranties Indemnities and limitation of liability clauses Termination clauses “Subject to contract” Day 2: The art of negotiating Negotiating skills, styles and tactics Basis of good negotiation - 3 A’s Attributes of a good negotiator Key skills in a negotiation Identify your style Versatility of style Tactical mannerisms Tactical devices Preparing to negotiate Team selection and role allocation Use of facilitator Fact finding and key issue identification Playing devil’s advocate Entry and exit positions Models of negotiation Positional Distributive Integrative Principled Negotiation process Opening Bargaining Closing in agreement By email Settlement and evidencing compromise Troubleshooting Inequality of bargaining power Dealing with hostile parties Recognising the tricks people play How to kick-start a stalled negotiation Dealing with walkouts MODULE 2: ADVANCED CONTRACT LAW Day 1 Introduction Freedom of contract Purpose of formalising contracts Representative clauses Representations Warranties Entire agreement clauses Practical exercise: Delegates will break into teams to draft warranties and representation statements based on hypothetical deal sheets. Each team will then verify the other’s proposed warranties. Liability risk protection Limitation of liability clauses Exclusion clauses Indemnities Guarantees and Letters of Comfort Practical exercise: Taking a number of factual scenarios, teams will be asked to negotiate terms to limit or exclude certain liabilities, then draft them into formal clauses. Day 2 Boilerplate Assignment Payment Retention of title Set-off Severability Taxation liabilities Third party rights E-contracts Use Elements of the e-contract Shrink-wrap contracts Click-wrap contracts Browse-wrap contracts E-signatures Exit and remedial clauses Delay and default Force majeure Non-waiver clauses Termination Liquidated damages Service credits Practical exercise: Delegates will review termination clause in light of purported termination and propose redrafts. Overview of contract interpretation rules Contra proferentum Parol evidence rule Prior negotiations rule Implied terms