Legal English - Commercial Contracts and Advanced Negotiation Skills

Course details

Law Society Professional Training’s Legal English pision are offering a one-week course this year over the summer months: Legal English Course: Commercial Contracts & Advanced Negotiation Skills CPD Accreditation: Law Society of Ireland and Country Specific Bar Association Reciprocity

Aim and Objectives

This course is designed to provide participants with an understanding of what is required to successfully negotiate and draft commercial contracts. Lawyers are required to advise on and draft contracts for a wide variety of business arrangements. This course provides participants with an opportunity to develop the skill of effective contract drafting. Participants will also gain an insight into the key terms and considerations involved in typical commercial agreements.

Course Content

Contract Law Refresher/Update

• Formation of a contract
• Express and Implied terms and evidence of contractual terms
• Execution of contracts
• Breach of contract, remedies and enforcement
• Variation and assignment of rights

Negotiating contracts

• Understanding the underlying transaction and taking instructions
• Establishing the commercial objectives of both parties and settlement ranges of the client
• Due diligence
• Pre-contract documentation (letters of intent, memorandums of understanding, subject to contract, ‘without prejudice’)
• Confidentiality and exclusivity agreements
• The negotiation process in practice
• Reviewing and effectively commenting on the draft contract

Understanding the anatomy of a contract

• Form and layout of a commercial contract
• Use of precedents and the role of schedules
• Analysis of common clauses (with illustrations of how clauses can vary depending on the type of the contract and the commercial objectives of the parties)

Drafting a contract

Drafting tips and techniques

• Use of clear/concise language
• Ambiguity - how to avoid it
• Problematic words and phrase
• Standard terminology
• Use of defined terms
• Tone and format
• Rules of interpretation
• Getting the grammar right
• Achieving legal and commercial certainty
• Ecommerce
• Overview of the legal rules concerning electronic communications, documents and contracts
• Overview of the rights and obligations of businesses and consumers with regards to online sales

Sale of Good/Terms of Trading

• Necessity for standard terms and conditions of trading
• General terms and conditions of sale
• Key provisions

Service Agreements

• Key terms in a Service Agreement
• Service-Level agreements

Agency and Distributions Agreements

• Choosing a marketing agreement (agency v distribution agreements)
• Analysis of the Commercial Agents regulations
• Consideration of key terms and commercial objectives of an Agency and Distribution Agreements
• Advising clients on the application of Competition Law and the EC Regulations / Competition Authority Declaration on Vertical Agreements

Franchising Agreements

• Understanding the concept of a franchising agreement – key examples
• Commercial reasons for franchising
• Analysing the key terms of a franchising agreement
• Advising clients on the application of competition law
• Licensing of IP rights

Outsourcing Agreements

• Types of Outsourcing and commercial reasons for outsourcing
• Consideration of key terms of an Outsourcing Agreement
• Employment law aspects of outsourcing
• Data protection issues surrounding outsourcing

Negotiations Skills

• Negotiation Defined
• Key concepts
• Strategy
• Negotiation and Power
• Issues, Interests and Position
• Planning: - Questions for planning, limit, target and opening positionRole Play and Analysis