WRITING COMMERCIAL CONTRACTS & DRAFTING LANGUAGE NUANCES IN CONTRACT CLAUSES
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
8 CPD Points for
SLS Members
Jointly Organised with Sabah Law Society
WRITING COMMERCIAL CONTRACTS
& DRAFTING LANGUAGE NUANCES
IN CONTRACT CLAUSES
24-25 February 2020 Hilton Hotel Kota Kinabalu
+6 03 33100039 / 0129880713 grace@cfrontier.com
INTRODUCTION
In today’s highly competitive and cost-conscious environment, knowing how to write commercial contracts including Business,
Supply and Sales Contracts is an important part of business activity. It is vital that contracts be aligned with business
expectations as if it is not written as needed, the contract will fail to perform. It is important to translate the business deal into
contract concepts using proper contract writing techniques and rules.
It requires legal and Non-professionals to be well versed with the writing techniques of commercial contracts to foresee the
risk and balance the risk allocation and have analytical thinking to handle contracts in the best interest of their organization.
This seminar empowers the attendees to understand the universal strength of writing rules of contracts and move through the
Transactional documents. The attendees will also get Macro-Organisational Tips on writing and organising the contracts. The
attendees will be able to write the context of the contract in an efficient legal framework.
Upon the completion of contract writing, the attendees are able to
• Better discuss the contract negotiating and understand Pre-Contractual documents
• Understand how to write out clauses using the correct language nuances to make contracts better protected
• Identify the boundaries between degree of binding and Non-binding commitment in Pre Contractual documents
• Use Contract Writing Techniques to write Pre Contractual wording
• Understand how Non-Disclosure Agreements work and “must have” clauses
• Set up the Agreement as a whole showing the movements in the different segments of the contract collectively and
individually
• Write into contracts the different types of conditional clauses and exceptions, Crave-outs and Triggering Events to
prevent the obligation from breach of non-performance
• Identify the unfair conditions of contracts and how to write it better using contract writing rules
• Safeguard the contract from being nullified by using the right type of recitals and attendees will learn how to write out
the contents, presentation and observe the rules relating to proper recitals
• Understand the tools used in risk allocation and assessment including Force Majeure; Exclusion clauses and Limitation
clauses
• Use Best practice rules for Warranties and Disclosures as allocation of risk in the contract
• Understand the effect of limiting or elimination consequential liability and how to write consequential liability which
will benefit your organisation
• Understand the relationship of Penalty clauses and the courts stand on this
• Write out effective Boilerplates clauses and the elements that must be included
•
www.cfrontier.com T: +6 088 731 575 / 03 3310 0039 F: +6 088 731 573 / 03 2283 1906
COURSE OUTLINE | 2-DAYS PROGRAM
MODULE 1: TRANSACTIONAL DOCUMENT [PRE- Module 4A
CONTRACTUAL] • Drafting Conditional Language
• Non-Disclosure Agreement and Confidential • Understanding the use of IF/Then/SHALL
Information • When not to use the Conditional Language
• Drafting Letter of Intent • Drafting Language of Exceptions and Subordination
• Writing Techniques for Transactional documents in Clauses
• Drafting Trumping Language in Contracts
MODULE 2: KEY ASPECTS OF WRITING THAT SHOULD BE • Resolving Ambiguities in contract clauses
COVERED IN ANY BUSINESS CONTRACT
MODULE 5: ESSENTIAL ELEMENTS IN CONTRACTUAL
Recitals/Parties OBLIGATIONS
• The Preamble – Different types of Recitals in contracts Assembling Contracts
• Recitals -Purpose and restrictions for writing recitals; • Establishing the terms of the contract and their
• Drafting the Language of Obligation /Language of meaning;
Performance /Language of Prohibition /Language of • Rules governing Express Terms including who has
Discretion /Language of Declaration the benefit of doubt in a conflict;
• Relationship between Effective Date and • How to handle Express and implied terms in one
Commencement date of Agreement clause;
• The ejusdem generis rule;
MODULE 3: WRITING FOR CLARITY IN CONTRACTS • What are the implications for the Contract Writer
• Rules in Aid to Interpretation and whose meaning and Negotiator on the impact of the 5 principles of
prevails Contract Writing?
• General rules and relevant matters in interpretation of
contracts MODULE 6: DEFINITIONS AND CONTRACT
• Rules prioritising interpretation and the Standards of INTERPRETATION CLAUSES
preferences; • Principles Related to the use of Defined Terms in
• Setting up the Agreement – Splitting Up/Defined contracts and the Defined Parties; Group Party
terms/ Prioritisation and logical ordering /Classification definitions and functional references;
of terms • Principles Relate to the Place and Presentation of
• Execution of Agreements in more than one method Defined Terms
and Counter parts • Principles Related to drafting the text of a Definition
• Think Analytically and Draft ‘MECE’ • Interpretation Guidelines for Standard Words and
• Examples of Improved Accuracy Phrases used in contracts and their impact on the
whole contract.
• Guidelines for Avoiding Vagueness and Ambiguity
MODULE 7: ADVANCE CONTRACT WRITING TECHNIQUES
MODULE 4: RULES FOR WRITING COMMERCIAL
OBLIGATIONS
Rules to prepare Commercial Obligations
• Defining Parties and the Privity of Contract
• Who should the parties be?
• Explaining Assignment and Novation in relation to
• Commencement, duration, extension of term;
Privity of Contract
• Getting the scope and requirements right
• Understand rules governing writing Operative
• Knowing the rules on how to manage changes in
provisions and sequencing of main obligations and
agreements;
framing schedules;
• Measuring Performances in Obligations;
• Understanding types of clauses and Triggering Events • Using Boiler plate words into Obligations and the
using Condition Precedent/ Condition Subsequent/ effect of that on the overall contract;
Condition concurrent
• Guidelines on Subject Matters adjacent to Conditions MODULE 8: PURCHASE ORDERS/ PRICE AND PAYMENT
• Drafting Conditional Language using “if/then/shall Contractual Nature of Purchase Orders
• Best Practice Rules on writing out Conditions -Intro and • How are Purchase Orders to be completed?
Overview Types of Liability of Parties and Payment provisions;
• The relevance of Escape Clauses • Writing out Payment Clause and Performance
• Structuring Transactional Documents including Obligations
understanding the complexity, the different disciplines • Is there a conflict between penalty interest for late
involved, where to place and how to place. payment and Time of Essence clause?
www.cfrontier.com T: +6 088 731 575 / 03 3310 0039 F: +6 088 731 573 / 03 2283 1906
COURSE OUTLINE | 2-DAYS PROGRAM
MODULE 9: RISK EXPOSURE AND ASSESSMENT TOOLS – MODULE 13: TERMINATING LAWFULLY AND
WRITING GUIDE WITH SAMPLES CONSEQUENCES OF TERMINATION [SAMPLE PROVIDED]
Risk Exposure And Assessment Tool #1 - Writing Ideas For Termination Clause
• Limitation of Liability and ideas of Crave-outs • Provisions to be written into Termination clause
• Writing out Consequential and Indirect Loss clauses including the survival of essential parts of
• Providing for a Damages Cap and commonly used Agreement;
examples of Cap • Rules as to period of termination and when there is
• Constructing Exclusion Clauses; no time period mentioned for termination;
• Different types of Exclusion and Limitation of • Writing considerations for Liquidated Damages
Liability Clauses Clauses;
• Contract Writing guidelines on scope of risk in • Adding words to denote contractual remedies under
exclusion clauses including the treatment of direct the law.
loss, Consequential loss and indirect loss.
End of 2 Day Seminar
MODULE 10: WARRANTIES There will be a workshop on the drafting of clauses and
Risk Exposure And Assessment Tool #2 - Warranties samples will be provided. The seminar will involve
• Key Principles in Warranties; discussions, presentations and individual question and
• Difference between Warranty and Indemnities in answer sessions.
relation to awards of damages claimed;
• Statement of Facts; Not Obligations
• Smoking Out Facts Who Should Attend
• Bringing Down Warranties
• Survival of Warranties – Best Practices for This seminar is for any professional who wants to learn
Disclosures and understand the writing of these types of
commercial contracts.
MODULE 11: WRITING GUIDELINES FOR INDEMNITIES
Risk Exposure And Assessment Tool #3 – Indemnities
• Types of indemnities; Program Schedule
• Rules for scope of definition of indemnity losses;
• The role of mitigation of loss and calculation of 8.30AM REGISTRATION & MORNING COFFEE
limitation period in Indemnity clauses; 9.00AM TRAINING RESUME
10.30AM COFFEE BREAK (20 MINUTES)
• Writing Considerations into Indemnity Aspects and
1.00PM LUNCH BREAK (ONE HOUR)
Key elements in Indemnities 3.30PM COFFEE BREAK (20 MINUTES)
5.00PM TRAINING ENDS
MODULE 12: WRITING GUIDELINES FOR BOILER PLATES
Risk Exposure And Assessment Tool #4 – Force Majeure
Clause
• 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;
www.cfrontier.com T: +6 088 731 575 / 03 3310 0039 F: +6 088 731 573 / 03 2283 1906PROGRAM SPEAKER AMBIGAH KRISHNAN LL.B (Hons) (London), Certificate In Legal Practice (Malaysia), TESOL (Canada) Ambigah Krishnan has more than 15 years of training and corporate experience on Law topics. She is a PSMB licensed corporate trainer [Licence No TTT/3886] and Corporate Legal Adviser who has vast professional experience in the training industry. She has excellent communication, writing, people and class management skills. Ambigah Krishnan has more than 15 years of training and corporate experience on Law topics She is a PSMB licensed corporate trainer [Licence No TTT/3886] and Corporate Legal Adviser who was called to the Malaysian Bar in 1996 and admitted as Advocate and Solicitor of the High Court of Malaya. She has vast professional experience in the training industry. She has excellent communication, writing, people and class management skills. Ambigah Krishnan trains in West Malaysia, Sabah, Sarawak and Brunei Darussalam. Ambigah Krishnan conducts seminars for Employment law and Industrial Relations law including mock Industrial hearings of Domestic Inquiries, Law relating to Termination under Labour laws, Employment Law for HR and Non HR Managers, Grievance Handling for Heads of Department, Tenancy and Leases law and Procedure, Drafting / Writing Commercial Contracts Advance Level, Contractual Risk Management, Purchasing Contracts and issue of liability for Vendors, Service Level Agreements, Suppliers and Procurement Managers, Seminar on Prevention of Staff Fraud in association with PDRM, Anti-Corruption and Corporate Liability under MACC [Amendment] Act 2018, the Personal Data Protection Act 2010 & Standards 2015 and Personal Data Protection Compliance implementation, EU GDPR 2018 including conference speaker for APAC, Information Security Training; Entrepreneur seminars for fresh graduates and business community. Industrial Experience in Contract Drafting: Drafted contracts for corporate clients on various areas – amongst them relating to Service Contracts, Management Services Contract, Collaboration Contracts, Sales Contracts, joint ventures agreements, Non-compete agreements, general trade agreements, Personal data Protection contracts, Business tenancies, guarantees, Employment contracts, conveyancing relating to subsales and deeds, Share and purchase of shares agreeements, Wills, codicils and consultancy agreements. Benefits of hiring Ms. Ambigah Krishnan Ms. Ambigah’s forte in conducting legal programs is that she enhances Legal programs with Legal Practitioner’s advice and opinions. She also shares her experience as Legal advisor and Litigation lawyer to be part of teaching of legal programs. She is able to combine the elements taught in a specific program both soft skills and Legal with real life requirements for those on the job. www.cfrontier.com T: +6 088 731 575 / 03 3310 0039 F: +6 088 731 573 / 03 2283 1906
REGISTRATION FORM – WRITING COMMERCIAL CONTRACTS, 24-25 FEBRUARY 2020 KOTA KINABALU
REGISTRATION DETAILS
Company’s Name: .............................................................................................
Phone: ...............................................................................................................
100% HRDF CLAIMABLE
Address: ......................................................................................................................................................................................................
PARTICIPANT(S)’ INFORMATION
Name: ............................................................................................... Designation: .....................................................................................
Email: ............................................................................................... Mobile: .............................................................................................
Name: ............................................................................................... Designation: .....................................................................................
Email: ............................................................................................... Mobile: .............................................................................................
Name: ............................................................................................... Designation: .....................................................................................
Email: ............................................................................................... Mobile: .............................................................................................
If you have any specific diet requirements (vegetarian, allergies…), please do not hesitate to inform our Program Consultant
AUTHORIZER’S INFORMATION
Name: ....................................................................................................... Designation ..............................................................................
Contact No: ............................................................................................. Email: .......................................................................................
Signature: Company’s Stamp:
Sabah Law Society
REGISTRATION FEE (PLEASE CHECK ‘ ̸ ‘ IN THE BOX)
Fee Per Pax
Group Fee of 3 Pax & Above RM1,795.00 + 6% SST
SLS Members Fee RM1,895.00 + 6% SST
Normal Fee RM1,995.00 + 6% SST
The registration fee includes full documentation for the course, certificate of attendance, refreshments and lunch only, unless stated otherwise.
DISCLAIMER & CANCELLATION POLICY
Please read and understand the following disclaimer. Upon sending in this registration page, it is understood that you agreed upon the following
terms of service. Corporate Frontier reserves the right to change the content, the speaker, the time or the venue for the program due to unforeseen
circumstances. Corporate Frontier will also not be held responsible should the program be delayed or cancelled due to unforeseen circumstances.
Cancellations 14 days or greater prior to start of the programme will be subjected to 50% cancellation fee. Cancellations received less than 14 days
to the programme or no shows during the event days are subjected to 100% payment. Cancellations must be submitted to Corporate Frontier in
writing.
‘No show individuals will be sent a copy of the program’s proceedings. Please note that substitutes are always welcome.
CROSS CHEQUE IS MADE PAYABLE TO:
Account Holder: CF Learning Services Sdn Bhd Bank: Public Bank Berhad A/C No: 3148939213 Swift Code: PBBEMYKL
INVOICE IS TO BE SENT TO:
Contact Person: ...........................................................................................................................................................................................
Designation: ............................................................................................ Department: ............................................................................
Contact No: ............................................................................................. Email: .......................................................................................
Address: ......................................................................................................................................................................................................
PLEASE FILL UP THE REGISTRATION FORM AND EMAIL IT TO
Grace@cfrontier.com or FAX IT TO +6 088 731 573 / 03 2283 1906
WOULD YOU LIKE TO RUN THIS TRAINING COURSE IN-HOUSE? We can offer customized training solutions for your company.
Please contact our program consultant for more details.You can also read
