Drafting and Understanding Boilerplate Clauses

Date	16 Jun 2010
Venue	ETC - The Hatton · Please contact us for help with booking accommodation
Price	EUR 799.00 / GBP 649.00 (+VAT @ 17.50)% Members of our Training Partnership scheme pay EUR 399.00 / GBP 325.00 (+VAT @ 17.50%)
Get	Course brochure [225kb]
Book	Book now online or learn about other ways of booking

Date	6 Oct 2010
Venue	Venue to be confirmed. · Please contact us for help with booking accommodation
Price	(+VAT @ 17.50)%
Book	Book now online or learn about other ways of booking

Date	2 Dec 2010
Venue	Venue to be confirmed. · Please contact us for help with booking accommodation
Price	(+VAT @ 17.50)%
Book	Book now online or learn about other ways of booking

Course overview

Boilerplate clauses may appear unglamorous when the heat is on to get the deal done, but failure to include appropriate boilerplate clauses can come back to haunt you when the deal goes sour. They are key to making the contract work and must be understood and drafted in a careful and measured way to ensure the basic and contractual issues are not overlooked.

Drafting and Understanding Boilerplate Clauses takes an in-depth look at the practical and effective use of boilerplate clauses in your commercial contract. In just one-day the programme will review the main types of boilerplate clauses that are encountered in commercial contracts, providing an explanation of when and why they are needed and best practice tips and techniques for drafting them.

What are the objectives of this workshop?

By attending this seminar you will be able to:

• Understand the key boilerplate clauses to ensure you can effectively govern the day-to-day management of their rights and obligations
• Draft watertight and effective clauses everytime
• Examine assignment, novation and trusts to ensure you are suitably protected in the case of transfer or sale of rights
• Protect against the common law position effectively by ensuring you understand the law and consequence of breach and draft effective boilerplate clauses to protect your organisation
• Draft effective ‘heading’ clauses to protect your organisation against unfair interpretation by the court in the case of a dispute
• Make clear provision for termination to ensure each party knows where they stand
• Understand the practical use and application of boilerplate clause through exercises under the guidance of the expert trainer
• Discuss any issues or disputes you are currently facing with colleagues from other organisations to gain new ideas and perspective

Who should attend?

• In house lawyers
• Solicitors in private practice
• Commercial directors and managers
• Contracts directors and managers

Practical interactive learning style

This workshop style programme has been specifically designed to offer a practical nuts and bolts, solution to your drafting challenges. Throughout the expert presenter will use a balanced mix of theory, group exercises, discussion, sample clauses and case studies to provide you with comprehensive portfolio of practical tips and techniques to drafting watertight contracts by the end of the course.

The CPD Series

Falconbury’s CPD Series provides high quality training for legal professionals from both in-house and private practice. The focus of the events is to provide comprehensive and practical legal updates and current international legal thinking and practice in a clear and informative format.

Programme

Introduction to boilerplate Transferring contractual rights and obligations Transferring rights Assignment Novation Other Third party rights Privity Some history Practical examples The new rules Drafting issues and traps Welded Boiler-plate Part 1: Interpretation Importance Start v finish Headings and Titles Usual interpretation clauses Part 2: Notice and Communications Purpose of a clause Problematic clauses? Relevant case law Part 3: Waiver Purpose Effect Clause How does it work? Variation The remedies addendum Part 4: Invalidity and severance Purpose Invalid clauses – and consequences Blue pencil test Repair Clause Bolt-ons Part 5: Joint and several liability Purpose Clause Bolt-ons Part 6: Force majeure Purpose Some history A partisan view of risk What is force majeure? Effect Procedure Clause The court

Payments and interest Payment clauses Purpose Goods default Clauses Interest clauses A clause: charging interest for late payment Penalties and rates of interest Force majeure and payments The importance of waiving rights – or not Assignment and novation Third party right Confidentiality clauses Doing without a confidentiality agreement A confidentiality agreement: the practice A definition: What is confidential? Clause outline Sample clauses Term and termination; Entire agreement clauses; Governing law, jurisdiction and dispute resolution clauses (77) Part 1: Term and termination Purpose Term Termination Reasons for termination Consequences of termination Survival Part 2: Entire agreement clause Purpose Problem A new purpose The law Drafting A clause Documentary inclusion/exclusion Part 3: Governing law, jurisdiction and dispute resolution clause Governing law Jurisdiction Dispute resolution clauses Anglicisation Bringing it all together Miscellaneous boilerplate

The expert presenter

Mark Weston is a partner at Matthew Arnold and Baldwin where he joined in August 2004 as Head of the Commercial, Intellectual Property and Information Technology Group, after several years at Baker & McKenzie. Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce, and on-line services law. He has extensive experience in-house, having been seconded in the past to Hewlett Packard and new technology companies. His practice covers all sorts of commercial areas (including franchising) as well as extensive IT niches including advising clients regarding hardware and software issues (including development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce, including B2B, B2C and B2G, strategies to minimise or maximise liability and carry out compliance audits, outsourcing, facilities management, procurement, company IT policies and data protection (privacy) issues. He also has experience in various other areas of advanced IT law (such as digital signatures and PKI) and in dealing with software disputes and IT litigation (and methods of using alternative dispute resolution techniques). Mark is Chairman of the Society for Computers & Law (north London & Home Counties Region), Chairman of the Intellectual Property Interest Group of Lawnet and is a premier member of the Eurojuris Intellectual Property Panel. Mark is an editor and contributor of several publications and articles and lectures at numerous commercial, IP and IT related conferences and training programmes.

Past delegates’ comments

Some of the comments received by participants on this course:

“An excellent, fluent presenter with mastery of his subject. Mark made interesting a potentially dull subject”

Paul Kearns, Arcelormittal France

“Engaging and good pace, making the seminar enjoyable and maintained interest”

Catherine Luu, Cartus Ltd

“A comprehensive look at boilerplate clauses and consequences of using them in agreements that I will refer to in my future review of contracts”

Carol Hughes, Natural Environment Research Council

“Excellent presentation given by a competent speaker”

Sally-Anne Leppington, Callcredit

“Very good – practical useful tips which will make sense back at my desk”

Sally-Ann James, Co-operative Financial Services

“I appreciated that the course was run by a professional support lawyer who had lots of relevant experience”

Juliette Smith, Vanco UK Ltd

You might also be interested in...

Delegates who attended this course also went on the following courses:

Client portfolio

Our client portfolio for this course includes the following companies:

ARABSAT	De Beers Group Services UK Ltd	Novell UK
Aearo Ltd	Diageo Plc	PD Teesport
ArcelormIttal France	EBRD	Pall Europe Ltd
Arriva plc	EDF Energy Ltd	PepsiCo International Ltd
BSkyB Ltd	EMX Company Ltd	Polpharma S A
British Sky Broadcasting Ltd	Elite Litigation Services	Proskauer Rose LLP
CIMA	Emirates Group	Resolute Management Services Ltd
CMC Coal Marketing Company Ltd	Fintage Music	Sage (UK) Ltd
CSR	Gallaher Ltd	Saipem Services
Callcredit	Gazprom Marketing & Trading Ltd	Talk Talk Direct Ltd
Cardiff University	Global Marine Systems Ltd	Taqa Energie BV
Cartus Ltd	Grant Rail Ltd	The British Library
Cheltenham Borough Council	IMG UK Ltd	Unilever Plc/NV
Cobelfret Coordinatiecentrum NV	KPMG	Urenco Ltd
Condor Logistics	Lower Level Waste Repositary Site LTD	Visa Europe
DAS Legal Expenses Insurance Co Ltd	Mandel Katz Manna & Brosnan LLP	Wolseley plc
Danske Bank AS	NYK Logistics (UK) Ltd	Zurich International Life Ltd

Falconbury can deliver Drafting and Understanding Boilerplate Clauses for you as an In-House training programme for your whole legal or contracts department.

More and more organisations choose the In-House training option where they can specifically focus on Their Contracts terms and conditions and can tailor the course to their exact needs. In today’s competitive and risk sensitive market the legal and commercial teams with the greater understanding of clear and concise drafting techniques will almost certainly come out winners.

For more information call Caroline Glen on +44 (0)20 7729 6677 or visit our contact page and we will get back to you immediately.

Continuing professional development

Solicitors Regulation Authority

This course is accredited for 6.00 CPD hours (CPD reference CSC/FALI).

General Council of the Bar

This course is accredited for 6.00 CPD hours.