Date and Time:
November 11, 2021 11:30 AM - 1:00 PM
November 16, 2021 11:30 AM - 1:00 PM
November 18, 2021 11:30 AM - 1:00 PM
November 23, 2021 11:30 AM - 1:00 PM
November 25, 2021 11:30 AM - 1:00 PM
November 30, 2021 11:30 AM - 1:00 PM
Event Location:
Description
9 hours 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
- 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:-
- In-house lawyers
- Private practice lawyers
- Commercial and contracts directors and managers
- Procurement personnel
- Compliance officers
- Company secretaries
Thought Leaders:
- Arti Narsana
Of Counsel
Vaish Associates Advocates
- Vidisha Shetty
Aarna Law - Aakash Sherwal
Aarna Law - Brendon Periera
Aarna Law - Apoorva Guruprasad
Aarna Law - Tushar Mudgil
Aarna Law
Brochure: Commercial Contracts_V2
Event Timelines
11th November, 2021 11.30 AM- 01.00 PM
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
How to draft and negotiate effectively
• Understanding the needs of negotiating parties
• Planning and Conducting Negotiation
• Determining the rights and obligations of parties
• Analyzing the key elements in cross border agreement
• Dispute Resolution & Jurisdiction Issues in International Contracts
• 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
How to draft and negotiate effectively
• Understanding the needs of negotiating parties
• Planning and Conducting Negotiation
• Determining the rights and obligations of parties
• Analyzing the key elements in cross border agreement
• Dispute Resolution & Jurisdiction Issues in International Contracts
16th November, 2021 11.30 AM- 01.00 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
• 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
• 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
18th November, 2021 11.30 AM- 01.00 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
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
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
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
23rd November, 2021 11:30 AM- 01.00 PM
Session 4: Welding Boilerplate
• Interpretation
o Importance
o Start vs finish
o Headings and titles
o Usual interpretation 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
• Interpretation
o Importance
o Start vs finish
o Headings and titles
o Usual interpretation 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
25th November, 2021 11:30 AM- 01.00 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
• 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
30th November, 2021 11:30 AM- 01.00 PM
Session 6: 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
• 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
Sorry, Event Expired
