Training Course: Contract Management & Legal Drafting

Introduction

Commercial contracts are fundamental pillars that ensure the success of any business transaction, as they clearly define the rights and obligations of the parties involved. This training course aims to provide a comprehensive and detailed understanding of the principles of preparing, negotiating, and drafting commercial contracts, including how to avoid and resolve disputes. We will cover all stages, starting from defining what a contract is and its importance, to negotiating skills, drafting contracts, writing specific clauses, and how to handle disputes. The course will equip participants with the necessary tools and knowledge to draft strong contracts that support sustainable business relationships and protect the interests of the parties involved.

Course Objectives

• Understand the nature and legal foundations of contracts: Comprehend the components and essential terms of a contract, and understand the role of negotiation in contract formulation and its relation to the final drafting.

• Master negotiation and contract drafting skills: Learn the main principles of negotiation in contracting, how to deal with difficult and complex situations, and how to use and modify standard forms.

• Develop legal drafting skills: Learn the rules for drafting contracts in clear and enforceable language, identifying essential terms, and controls that ensure the effectiveness and sustainability of contracts.

• Effectively manage and resolve disputes: Equip participants with skills to recognize potential issues in contracts and how to resolve disputes through appropriate negotiation structures or by resorting to external means such as arbitration and mediation.

• Discover innovative commercial solutions: Such as partnering agreements, “BOOT” contracts, and managing cross-border contracts along with the challenges associated with them.

Course Outlines

Day 1: Understanding Contracts

• What constitutes a contract?
  • Form, ingredients, and basic structure
  • The context of commercial arrangements
  • Innovative commercial solutions (e.g., Partnering, “BOOT” contracts)
  • Relationship between negotiation and contract drafting
  • Closing a deal: Authority to sign and agency principles
  • Formalities to finalize the contract

Day 2: Negotiating and Drafting Contracts

• Negotiating Principles in Contracting
  • Negotiating in difficult and complex situations
  • Structuring complex documents: the hierarchy of terms
  • Using and modifying standard forms
  • Precedent in international contracting
  • Dealing with contract qualifications and amendments

Day 3: Legal Drafting and Preliminary Documents

• Legal Drafting for Organizations & Factories
  • Signs of a well-drafted contract: The simple rules
  • Language of drafting: Will vs. Shall vs. Must
  • Identifying legal formalities for a binding contract
  • Structure and formation of a commercial contract
  • Importance of Boilerplate clauses
• Using Heads of Terms Effectively
  • Vague words and expressions in commercial contracts
  • Overview of cross-border contracts: Distribution vs. Joint venture vs. Agency agreements
  • Share Purchase Agreements: Allocating risks between buyer and seller
  • Troubleshooting: Tracing and correcting errors in contracts

Day 4: Legal Writing and Specific Clauses

• Plain English in Legal Correspondence
  • Good legal writing practices
  • Legal writing troubleshooting for various sectors
• Drafting Specific Clauses in Production & Services
  • Operative provisions and performance obligations
  • Title, Risk, and Payment Provision
  • Contract variations: transfer of rights, amendments, and scope of work
  • Termination, suspension, and remedies for default
  • Limitation and exclusion of liability, force majeure, and waiver

Day 5: Dispute Resolution and Course Wrap-Up

• Dealing with Disputes
  • Recognizing potential problems and dealing with issues as they arise
  • Distinguishing legal rights and commercial outcomes
  • Negotiation structures for internal dispute resolution
  • External dispute resolution: Litigation and Arbitration
  • Modern alternatives in dispute resolution: Adjudication, Expert Determination, Mediati