Drafting Commercial Contracts

Date	7-8 Feb 2012
Venue	DoubleTree by Hilton London-West End · Please contact us for help with booking accommodation
Price	EUR 1425.00 / GBP 1149.00 (+VAT @ 20.00)% Falconbury Members pay EUR 719.00 / GBP 574.00 (+VAT @ 20.00%)
Get	Course brochure [569kb]
Book	Book now online or learn about other ways of booking

Date	12-13 Jun 2012
Venue	Hilton London Paddington Hotel · Please contact us for help with booking accommodation
Price	EUR 1425.00 / GBP 1149.00 (+VAT @ 20.00)% Falconbury Members pay EUR 712.00 / GBP 574.00 (+VAT @ 20.00%)
Book	Book now online or learn about other ways of booking

Course overview

All legal disputes are founded in the interpretation of written contracts; they are one of the largest causes of costly commercial litigation. Clarity and fair constructions are the key to a successful commercial agreement, and quick and reasonable dispute resolution, if dispute should arise.

With this in mind Falconbury have developed a comprehensive two-part programme which 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.

Part I: Drafting Commercial Contracts focuses on developing a robust structure and formation to your contracts and expanding your drafting skills to deliver concise and watertight agreements.

Part II: Drafting Legal Clauses looks in more detail at the more complex clauses and how they can be drafted and applied to leverage commercial value and manage legal risk.

Who should attend?

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

Practical interactive learning style

This workshop style programme has been designed to offer a practical 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 a comprehensive portfolio of practical tips and techniques to drafting contracts which meet your commercial objectives as well as ensuring that there are no ‘surprises’ further on.

Programme - Day 1

PART 1 – Drafting, Structure and Formation of Contracts Introduction and welcome The legal framework of a contract Systems of law Precedent (and some Latin) Contract formation (2 systems: old and new) Writing and evidence Breach of contract Remedies and enforcement Commercial contract format and structure – Part 1 Law and custom Tone and format Deed or contract? Mapping the deal: development contract The free draft The tied draft: structures of typical commercial contracts Development contract exercises and example basis Commercial contract format and structure – Part 2 The tied draft: structures of typical commercial contracts Examining our agreement Development contract exercises and example basis Ancillary documentation and contracts Pre-contract documentation and discussion Prevention is better than cure TLAs Distinctions between negotiations and contracts ‘Subject to contract’ and ‘Without prejudice’

Confidentiality agreements Law Practice Content of TLAs Agreements to agree Variations Terms: implied, express and standard Implied terms 3 types Plus 1 Express terms Time is of the essence Endeavours Standard terminology Reasonable Substantial Material Drafting techniques Practical tips Shall, will, endeavours WCI Undertakings Representations TLA exercise Warranties Indemnities Exclusion and limitation clauses Economic rationale Drafting a liability clause What’s in? Taking it out… Interpretation UCTA 1977 Examples: General: consequential loss Particular: recent cases Proposals for reform… A liability exercise

Programme - Day 2

PART 2 – Drafting Legal Clauses 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 Boilerplate… 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 rights 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 clauses Purpose Problem A new purpose The law Drafting A clause Documentary inclusion/ exclusion Part 3: Governing law, jurisdiction and dispute resolution clauses Governing law Jurisdiction Dispute resolution clauses Anglicisation Bringing it all together Miscellaneous boilerplate Final Questions

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 and 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.

Presenter's firm

Matthew Arnold & Baldwin LLP is a full service commercial law firm based out of two offices – in Central London and in Watford with 32 partners and more than 200 staff. The firm consists of City-trained lawyers and as a result is able to offer City experience and services at a better value for money than a City firm can offer. Across the practice areas covered, they have been recognised in offering excellent client services and have been acknowledged by various legal awards and rankings.

The firm is on the panel of a number of national and international organisations and regularly competes against many of the City firms. In recent months they have been able to win a number of panel reviews against City firms.

Clients of the firm include

Barclays Bank • Groupon Global • Computacenter • Europcar/National/Alamo • Thyron Systems • Acenden Limited • Bosch • ESRI (UK) • The Hilton Hotel Group • Steak Media • mysupermarket.co.uk • RTL Group S.A. • Sanyo

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

Continuing professional development

Solicitors Regulation Authority

This course is accredited for 12.00 CPD hours (CPD reference CSC/FALI).