Commercial Contracts

Hands on Digital Training on Drafting Commercial Contracts


Date and Time:

June 14, 2021 4:30 PM - 6:00 PM

June 16, 2021 4:30 PM - 6:00 PM

June 18, 2021 4:30 PM - 6:00 PM

June 21, 2021 4:30 PM - 6:00 PM

June 23, 2021 4:30 PM - 6:00 PM

June 25, 2021 4:30 PM - 6:00 PM

Event Location:

Online, India

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14 hour course on how to Negotiate and draft clear and concise commercial agreements that meet the challenges of today’s commercial environment. Business is founded on the crystallisation of the terms of a deal and clarity and fair construction are key to a successful commercial agreement. Without a clear agreement, commercial and legal disputes are likely and unclear agreements are one of the largest causes of costly commercial litigation. With this in mind, Achromic Point developed this modular and comprehensive programme that focuses on delivering practical and applied training of the key drafting skills needed to create transparent and direct contracts that deliver on a legal and commercial level.

Benefits of attending:-

  • Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
  • Consider the purpose and effect of typical boilerplate clauses and how you can leverage value for your organisation through clearer drafting
  • Get to grips with payments and interest terms to understand how penalties can be applied
  • Expand your knowledge of the risk of drafting a contract without a confidentiality clause
  • Understand the risks that can be created through poor drafting in practical exercises under the guidance of the expert
  • Discuss any disputes or issues you are facing with colleagues from other organisations to gain new ideas and perspectives
  • Understand the pitfalls and pluses to applying an effective standard structure and format to every contract
  • Master practical drafting techniques to write concise and effective agreements
  • Examine special contractual arrangements and letters of intent
  • Learn how to interpret variations and time-is-of-the-essence clauses
  • Clarify the distinction between ‘best endeavours’ and ‘reasonable endeavours’ – essential terminology in commercial contracts
  • Get up to date with the use and drafting of contractual warranties and indemnities
  • Understand the effect of exclusion and limitation clauses, and how they can be used to manage your exposure

Who Should Attend:-

  • In-house lawyers
  • Private practice lawyers
  • Commercial and contracts directors and managers
  • Procurement personnel
  • Compliance officers
  • Company secretaries

Thought Leaders:

  • Isha Sinha
    General Manager | Group Head – Legal
    Medicover Hospitals 
  • Saurya Bhattacharya
    HSA Advocates
  • Prashant Jain
    Co- Founder & Managing Partner
    Samisti Legal
  • Ekta Bahl
    Samvad Partners 
  • Aastha Adhya
    General Counsel
    M2P Fintech 
  • Adwaita Sharma
    Advocate and Secretary
    UNCITRAL National Coordination Committee India (UNCCI)

Brochure: Commercial Contracts_V4

Event Timelines

14th June 2021 04.30 PM - 06.00 PM
Session 1: Formation of a Contract
• Ingredients to form a contract
 Offer
 Acceptance
 Consideration
 Battle of the forms
 Other elements in formation
• How do you form a contract
• Commercial contract format and structure
 Splitting form from content
 Form
o Law and custom
o Tone and format
o Deed or under hand?
o Drafting techniques
• Mapping: free drafting (when you have no precedent)
• Mapping: tied drafting (when you have a starting point)
 Structures of typical commercial contracts
Ancillary Agreements
• Ancillary Agreements-What are?
• At what stages do ancillary agreements come into play
• Examples of ancillary agreements
• Why ancillary agreements exist
• Features of specific ancillary agreements
• Stamping of ancillary agreements
• Registration of ancillary agreements
• Summing-up
16th June 2021 04.30 PM - 06.00 PM
Session 2: Breach Remedies/Damages/Indemnities
• Exclusion and limitation clauses
• Damages
• Penalty
• Other reliefs
• Understanding WCI and why you cannot draft contracts without them
• Differences between warranties, undertakings and representations
• Differences between warranties and indemnities
• Indirect or consequential losses
• How to draft effective indemnity
• Specific Relief
• Acceptance of risk
• Capping of risk
• Exclusion of risk
• Arguments used by each side when negotiating
• Drafting a liability clause: tips, tricks and techniques
• Limitation of liability
• Transferring contractual rights and obligations
• Transferring rights
• Assignment
• Novation
• Other transfers – sub-contracting
18th June 2021 04.30 PM - 06.00 PM
Session 3: Implied & Express Terms in Contracts
Implied terms
• Implied terms “generally in all contracts”
o Not to prevent performance
o Duty to co-operate
o Dusty of achieve specific result and duty of best results
o Performance in a foreign country
o Payment of price
o Termination of contract
• Implied terms in written contracts with specific focus on:
o agency
o employment
o loans, debts
o employment
o building and construction
o Insurance
o Lease
o Supply of services
Express terms
• General (common) examples
o Reasonable commercial endeavours, best endeavours
o ‘Entire agreement’ clauses
o Standard form contracts
o Exemption clauses
 Principle of strict interpretation
 Exclusion of liability for negligence, wilful default, fraud
 Limitation clauses
 Fundamental breach
 Release
o Time is of essence

• Principles applied by Indian courts for construction of express terms
o Broad principle
o Ascertain intention from document itself
o ‘Objective test’ principle
o Surrounding circumstances
o Prior negotiations & correspondence
o Subsequent conduct
o Customs of trade
o Other / ancillary documents
o Rules of interpretation

• Specific examples in the context of M&A transaction
o ‘Materiality’ qualifiers ‘knowledge’ qualifies
21st June 2021 04.30 PM - 06.00 PM
Session 4:
• Welding Boilerplate
 Interpretation
o Importance
o Start vs finish
o Headings and titles
o Usual No Partnership clauses
 Notice and communications
o Purpose of a clause
o Problematic clauses
o Relevant case law
 Waiver
o Purpose
o Effect
o Clause
o How does it work?
o Variation
o The remedies addendum
 Invalidity and severance
o Purpose
o Invalid clauses – and consequences
o Blue pencil test
o Repair
o Clause
o Bolt-ons
 Joint and several liability
o Joint/several/joint and several differences
o Purpose
o Clause
o Bolt-ons
 Force majeure
o Purpose
o What is force majeure?
o Effect
o Procedure
o Clause
o The court
23rd June 2021 04.30 PM - 06.00 PM
Session 5:
• Payments and Interest
 Payment clauses
o Purpose
o Goods default
o Clauses
 Interest clauses
o A clause: charging interest for late payment
o Penalties and rates of interest
o Force majeure and payments
o The importance of waiving rights – or not
 Confidentiality clauses
o Doing without a confidentiality agreement
o A confidentiality clause: the practice
o A definition: what is confidential?
o Clause outline
o Sample clauses
25th June 2021 04.30 PM - 06.00 PM
Session 6:
• Term and Termination; Entire Agreement Clauses; Governing Law, Jurisdiction and Dispute Resolution Clauses
 Term and termination
o Purpose
o Term
o Termination
o Reasons for termination
o Consequences of termination
o Survival
 Entire agreement clauses
o Purpose
o Problem
o A new purpose
o The law
o Drafting a clause
o Documentary inclusion/exclusion
 Governing law, jurisdiction and dispute resolution clauses
o Governing law
o Jurisdiction
o Dispute resolution clauses
Sorry, Event Expired

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