The Law Governing Contracts and Commercial Disputes

• Strategic negotiation of commercial contracts
• How to draft effective commercial contracts
• Managing variation and modification of contracts
• Managing breach and termination of contracts
• Drafting and negotiating alternative dispute resolution clauses
• Techniques of drafting international contracts
• Effective risk control measures to minimize legal exposure and avoid disputes

CONTENT

Strategic Negotiation of Commercial Contracts

• Contract negotiation: Tactics and strategies
• Planning and conducting Negotiation
• Determining the needs, rights and obligations of negotiating parties
• Deal or no-deal situations – how to keep the options open
• What is binding and non-binding MoUs or Term Sheets
• The boundaries of negotiating and re-negotiating contracts
• Basics of Structuring Foreign Collaborations and Joint Ventures
• Understand the elements effecting negotiation process – Culture, Language & Legal System

Guide to Drafting Commercial Contracts

• What is a Commercial Contract- The contract law fundamentals & elements
• Difference between an MoU, a letter of intent, an agreement and a contract
• Formation of contract: The art of drafting an effective commercial contract
• Drafting techniques: Indemnity and risk allocations, recitals, boilerplate provisions
• Understanding varied types and interpretations of contract clauses – force majeure, liquidated damages, risk purchase, warranty, limitation of liability, etc
• Analysing how letters of intent, heads of agreement and memoranda of understanding affect a contract
• Sharing some cases on intricacies of:
• Joint venture agreements/collaboration guarantees
• Investment contracts (Share Subscription Agreement, Share Purchase Agreement and Shareholders’ Agreement)
• Franchise Agreements
• Distribution Agreements
• Supply Agreements
• Smart Contracts, IT [Computer and Technology] Contracts
• Service contracts, underwriting contracts
• Deed of amalgamation compromise, arrangement & settlement

Drafting of International Contracts

• Analyzing the key elements in cross border agreements
• Terms unique to overseas contracts
• Dispute resolution clauses for use in international disputes
• Understanding various jurisdictions issues

Dispute Resolution Clauses & Mechanism

• Understanding & identifying dispute prone areas
• Possible consequences and the medium of dispute resolution mechanisms
• Remedies for disputes emerging from contracts
• ADR provision in contract
• Litigation Or Arbitration – A comparative Analysis
• Role of corporate counsel in dispute management

Modification, Breach & Termination of Contracts

• Modification of a contract by novation, accord and satisfaction or by simple variation
• Documentations involved in contract modification and variation, right time for “Lock-in-period”
• Anticipating contractual obligations to breach of a contract
• Filing a breach of contract complaint
• Breach versus repudiation
• Partial breach, material breach of contract, anticipatory breach of contract

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.