Course Content

MODULE 1: Writing obligations in a contract

• Introduction of the course and explanation of organization and obligations
• Trainer introduction
• Student introduction
• Introduction to parts of a contract
• Introduction – factual and interpretation clauses
• Operative Clauses
• Boilerplate clauses
• Annexes and schedules
• How to ensure that your document is adequately customized to the situation and does not look like a copy-pasted version from another document?
• Essential elements of a contract
• Must haves in a commercial contract
• Should have in professional and commercial contracts
• Useful to have in professional and commercial contracts
• Do not use in professional commercial contracts
• Main body of the contract
• Endings and signature blocks
• Contract drafting checklist

MODULE 2: The contract drafting ‘rules’

• How to order and write information in the clause
• Rules of contract drafting
• Simplicity and plain English language – making contracts easy to understand
• Writing with the worst in mind
• Not using provisos
• Clarity
• Interpretation
• Punctuation in contracts
• Parallel phrasing and non-parallel phrasing

MODULE 3: Operative Clauses of a contract

• Representations and Warranties Clauses
• Using warranties and representations
• How to draft representations and warranties clauses
• Consequences of false representations and warranties
• Covenants, guarantee and indemnities
• Condition’s precedent, conditions subsequent and completion
• How to draft payment related clauses and increment clauses
• Clauses reflecting consideration

MODULE 4: Term and termination of the contract

• Term and termination
• Conditions precedent
• Conditions subsequent
• Termination on expiry of term, for convenience, for change of control, death or disability termination for cause
• Material adverse change clauses
• Other termination clauses
• Termination for insolvency
• Renewal by mutual agreement, renewal by notice of one party, automatic renewal
• Survival clauses.

MODULE 5: How to draft risk mitigation clauses and boilerplate clauses

• Confidentiality clauses/ Drafting non-disclosure agreements
• Non-compete clauses
• Non solicit clauses
• Exclusivity clauses
• Assignment/anti assignment clauses
• Waiver, variation and severability clauses
• Indemnity and limitation of liability clauses
• Indemnity arising from breach of representation or warranty
• Indemnification against the effects of a party’s own defaults
• Pointers for drafting an effective indemnity clause
• Indemnity vs. Guarantee

Module 6: Notice and communication clauses

• Different types of notices
• Key points to consider when drafting a notice clause
• When is notice considered delivered
• Consequence of erroneous drafting of notice clauses.
• Module Governing law, jurisdiction, dispute resolution and arbitration
• Specifying governing law
• Arbitration clauses and drafting effective arbitration clauses

Module 7: Contract breach and execution

• Breach of representations and warranties
• Breach of covenants
• Any other breach
• Remedies for breach, rescission, specific performance, injunction
• Types of damages – compensatory, punitive, nominal, liquidated damages,
• Things to keep in mind when drafting clauses related to breach
• The difference between breach and indemnity claim
• Execution of contracts – legal requirements for validity and enforcement
• Registration, attestation, notarization, apostille