The Fundamentals of Commercial Contracts

Course details

This intensive introductory 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. This course is therefore relevant to solicitors, barristers, contract mangers and purchasing personnel, both in the private and public sector.

Why is this Course for You?

Solicitors, Barristers, Contract Managers and Directors, In-house Counsel, Purchasing Personnel

This intensive introductory 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.

This course is therefore relevant to solicitors, barristers, contract managers and purchasing personnel, both in the private and public sector.

Method of Delivery:

iPad and Interactive eBook accessed via iTunesU Course & Interactive Onsite Lectures and Workshops

This course will be delivered over a period of two half-days and two full-days. As well as independent learning, the course will incorporate the use of iPads in interactive lectures and workshops. The iPad is an invaluable educational tool which will provide you with quick and easy access to all course materials via iTunes U. Participants will also be provided with an interactive, multi-touch e-book on Commercial Contracts which will complement and support your learning.

Outcomes:

Improved Competitiveness & Reduced Risk Exposure

The course is designed to equip participants with the necessary skills, knowledge and competencies to draft commercial agreements and to advise on the impact of various commercial arrangements on day-to-day business.

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

• nderstanding 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 phrases
• 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.

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 a 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