Drafting and Vetting Contracts-Negotiations and Dispute Management

•Understanding the basic framework of contract drafting- converting a term sheet into a contract

Session 2

Rules of Interpretation in Contracts:

•How contracts are interpreted and the sources of uncertainty in contracts

•Dealing with ambiguity in contracts: Exploring the hidden risks and dangers

•Exploring the importance of priority documents

Session 3

Key contractual issues

Drafting and Exploring Key Contractual Clause which Deal with Allocation of Risk

•Liquidated damages / penalty / consequential damages

•Force majeure

•Limitation of liability clause

•IPR: Ownership rights in contract •Performance guarantee

•Subrogation / waiver of subrogation •Indemnity

•Assignment / delegation clause

•Cumulative remedies

•Transaction cost

•Third party liability

•Consequential loss

•Negligence / gross negligence •Breach/Material Breach

•Termination

Session 4

Drafting techniques using proper contract language most commonly used in contracts:

•Reasonableness

•Consent not to be unreasonably withheld

•To the best of its knowledge

•Substantially in the form of

•To the extent permitted by law •Notwithstanding to the contrary

•Including without limitation

•From time to time

•As the case may be

•Incorporated by reference

•For the avoidance of doubt

•Without Limiting the Generality of the Foregoing

Session 5

Learn Contractual Correspondence  – protecting the interest of the Company

•Model Words /Sentences

 Miscellaneous  important clauses  in contract

•  Waiver
•  Entire Agreement
•  Severance
•  Amendments
•  Variations
•  Notices

Session 2

Handling Complex Challenges and Risks in Contracts

•Memorandum of understanding (MOU)

•Letter of Intent (LOI)

•Confidentiality Agreement and Non-Disclosure Agreement (NDA)

Drafting MOU, LOI and NDA using international best practices to be followed

Session 3

Dispute Resolution

Alternative Dispute Resolution: Finding the Right Way Out

•Conflict in contracts: Addressing the right mechanism in contract before the issues becomes a dispute

•Exploring the importance Legal Project Management

•To litigate or arbitrate: Which should you put as your prior decision?

•Best strategies in drafting an enforceable Arbitration clauses

-Ad hoc or non-Institutional arbitration

– Domestic and International Arbitration

– Intervention of the Court in Arbitration

Session  4

Negotiations in Contract

•What is Negotiation

•Overview of Negotiating Approaches •Negotiation Styles and Ethics

•Negotiating Strategies

•Manipulative Ploys

•Creative Problem Solving

Session 5

Risks of claim denial

•Claims for Variation

•Claims for Time Extension

•Claims for  Exceptional Events

Session 6.

Understanding SOW

•what is Scope of Work

•Best Practices in Drafting Scope

•Guidelines for Drafting Scope