UNDERSTANDING THE RULES OF DRAFTING 101 Kuala Lumpur

Course details

MODULE 1: TRANSACTIONAL DOCUMENTS  [PRE CONTRACTUAL]
Degrees of Binding and Non Binding commitments  in Letters of Intent
Dos and Don’t’s of Drafting  Techniques for Transactional documents
Recap of Basic Concepts of Contract Drafting Nuances including Language of Performances /Obligations/Prohibitions/Discretion/ Declarations and Acknowledgment and Policies

MODULE 2: KEY ASPECTS  OF DRAFTING THAT SHOULD BE COVERED IN ANY BUSINESS CONTRACT 

RECITALS/PARTIES
 
Recitals -Purpose and  restrictions for drafting recitals;
Relationship between  Effective Date and Commencement date of  Agreement
Execution of Agreements and what happens signing before finalising of Agreement -What Options are there?

MODULE 3: DRAFTING FOR  CLARITY IN CONTRACTS
 
Rules for Clarity
Clarifying Ambiguities and Vagueness including understanding the concepts of “And,” “Or,” and “And/Or” Ambiguities  /Formulas/Legal Archaisms /References to Time concepts
The concept of “Deemed”

MODULE 4:  RULES FOR  DRAFTING COMMERCIAL OBLIGATIONS
Understand rules governing drafting Operative provisions and sequencing of main obligations and framing schedules;
Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
Drafting using Conditional Language including understanding the relationship between the Conditional Language, the Subordinator and the Matrix Clause
Understand the Language of Exception and Subordination
 The relevance of Escape Clause

MODULE 5:  ESSENTIAL ELEMENTS IN CONTRACTUAL OBLIGATIONS

Assembling Contracts
Establishing the terms of the contract and their meaning;
Rules governing Express Terms including who has the benefit of doubt in a conflict;
How to handle Express and implied terms in one clause;
The ejusdem generis rule;
What are the implications for the Contract Writer and Negotiator on the impact of the 5 principles of Contract Drafting?

MODULE 6: Drafting Obligations and Scope of Services

Rules to prepare Commercial Obligations
Who should the parties be?
Commencement, duration, extension of term;
Getting the scope and requirements right
Knowing the  rules on  how to manage changes in agreements;
Measuring Performances in Obligations;
Using Boiler plate words into Obligations and the effect of that on the overall contract;

MODULE 7:  PURCHASE ORDERS/ PRICE AND PAYMENT
Contractual Nature of Purchase Orders

Types of Liability of Parties and Payment provisions;
Drafting out Payment Clause and Performance Obligations
The effect of of Contracts Act 1950 on time of essence clauses and compensation.

Module 8:  Risk exposure and assessment Tools – Drafting Guide with Samples
Limitation of Liability and ideas of Crave-outs
Drafting out Consequential and Indirect Loss clauses
2019 Case law Updates on methodology of assessing compensation for Liquidated Damages
Providing for a Damages Cap and commonly used examples of Cap
Constructing Exclusion Clauses;
Different types of Exclusion and Limitation of Liability Clauses
Contract Drafting guidelines on scope of risk in exclusion clauses including the treatment of direct loss, Consequential loss and indirect loss.

MODULE 9:  Warranties
Key Principles in Warranties;
Difference between Warranty and Indemnities in relation to awards of damages claimed;
Survival of Warranties – Best Practices for Disclosures

MODULE 10:   Drafting guidelines for Indemnities
 
Types of indemnities;
Rules for scope of definition of indemnity losses;
The procedure for compensation for Indemnities
The role of mitigation of loss and calculation of limitation period in Indemnity clauses;

MODULE 11: Drafting Guidelines for Boiler Plates
 
What to add in Force Majeure clauses.
The period of performance and the effects beyond termination;
The effect of contracting out of the force majeure clause;
Matters to take into account when invoking the force majeure clause;

What is a Survival and Merger clause?;
The workings of  Survival and Merger clause;
Review of the Survival and Merger clause on clauses of   agreement Post termination;
Terminating lawfully and consequences of Termination [Sample provided]

Drafting ideas for Termination clause
 
Provisions to be written  into Termination clause including the survival of essential parts of Agreement; Updated on 11 May, 2020