UNDERSTANDING THE RULES OF DRAFTING 101 iTraining Expert
Price: AED 2,016
  • Location: Kuala Lumpur
  • Duration: 2 Days

    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

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