Date and Time:
August 24, 2022 3:00 pm - 6:00 pm
August 25, 2022 3:00 pm - 6:00 pm
August 26, 2022 3:00 pm - 6:00 pm
Event Location:
Online, India
Description
Present business requires legal professionals to be strategic thinkers and being able to handle contracts in a manner that protects the interests of their organisation. Achromic Point brings this highly informative and exclusive training on 24th, 25th & 26th August 2022 which will focus on Legal Background and Structure, Elements in Drafting Commercial Contracts, Term and Termination, Legal Issues Arising from Contractual Clauses and much more.
Benefits of Attending:-
- Examine assignment and novation to ensure you are suitably protected in the case of transfer or sale of rights
- 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
- Master practical drafting techniques to write concise and effective agreements
- Examine special contractual arrangements and letters of intent
- 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?
Heads, Directors, General Managers and Managers of:
- Head-Contract Administration & Management
- Head of Legal
- Corporate Legal Counsel
- General Counsel
- Chief Counsel
- Regional Counsel
- Legal Managers
- Corporate Legal Advisors
- Company Secretaries
- Senior Legal Practitioners
- Legal Consultants
- Lawyers
Thought Leaders:
- Arti Narsana
Principal Associate
Vaish Associates Advocates - Isha Sinha
General Manager | Group Head – Legal
Medicover Hospitals
Event Timelines
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?
