Achromic Point

Session 1: Legal Background and Structure

• Background to Contract Law:

(i) Indian Contract Act

(ii) Specific Relief Act

(iii) Sale of Goods Act

• Difference between letter of Intent, an Agreement and a contract 

• Key requirements of a contract

• Form requirements

• Electronic execution

• Ancillary agreements, meaning and relevance

Elements in Drafting Commercial Contracts

• How are offers distinguished from invitations, letters of intent and comfort statements?

• What procedures can be adopted to address post contract variation?

o Managing & Drafting International Contracts

 Negotiating Cross Border Agreements

 Key Considerations and Strategies in Drafting Cross Border Contracts

 Essentials in Drafting International Contracts

 Exclusions and Limitations of Liability

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

• Specific examples in the context of M&A transaction

• ‘Materiality’ qualifiers ‘knowledge’ qualifies

• 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

Session 3: Term and Termination; Entire Agreement Clauses; Governing Law, Jurisdiction and Dispute Resolution Clauses

• Term and termination       

• Purpose

• Term

• Termination

• Reasons for termination

• Consequences of termination

• Survival

• Entire agreement clauses

• Purpose

• Problem

• A new purpose

• The law

• Drafting a clause

• Documentary inclusion/exclusion

• Governing law, jurisdiction and dispute resolution clauses

• Governing law

• Jurisdiction

• Dispute resolution clauses

Session 4: Legal Issues Arising from Contractual Clauses

• Understand the proper usages of boilerplate or standard clauses (amendment, assignment, severability, etc.)

• Examine the clauses to sustain a joint venture agreement:

o Ownership and control

o Finance

o Deadlock

o Transfer of shares

o Pre-emption rights

• Review clauses pertaining to mergers and acquisitions agreement:

o Closing conditions (including the "MAC" clause) and how they work to control risk

Session 5: Negotiation Skills and Techniques to Ensure Effective Negotiations

• Understand key elements of successful negotiation techniques

• Develop a strategic approach to negotiation in the contracting process

• Comprehend the needs of negotiating parties

• Arriving to an agreement and gaining commitment at close of negotiation process

Protecting Your Corporation’s Asset – Intellectual Property

• Identify IP rights – how do they develop during the life of the contract

• Erroneous insistence on IP assignment in developing contracts

• Indemnity clauses in IP – what is fair?

• Identify types of IP – Copyright, design rights, trademarks, patents, licenses, software and hardware license, registered design license and assignments

• Global IPR license

Session 6: Understanding the Arbitration Process as an Alternative Dispute Resolution Mechanism

• Defining General Provisions Regulating Arbitration

• Ensuring an Effective Dispute Resolution Procedure

• rights, trademarks, patents, licenses, software and hardware license, registered design license and assignments

Planning For, Avoiding and Resolving Cross Border Contractual Disputes

• Developing strategies for minimizing and managing commercial disputes

• Choosing the relevant arbitration regime and body

• Drafting the dispute resolution clause to ensure successful completion of projects

• When are alternative dispute resolution provisions worth considering?