We provide course about contract drafting. The course will be ”hands on”. Delegates will be invited to undertake practical exercises eg analysing and improving poor drafting, suggesting changes to clauses presented by ”the other side”.
This course will offer:
• Useful tips on contract drafting techniques and common pitfalls
• Useful materials that can be used as a basis for drafting contracts
• Guidance on differences between the common law and Norwegian systems of contract law and the implications for negotiating and contract-drafting.
Program:
kl 09:00 - Start of course:
Introduction to drafting. How to draft a clause in modern english, expressing obligations, contingent obligations,exceptions, and using (or avoiding) special terminology used in contracts. How to structure a contract.
Specific issues and clauses to be included:
• Parties. Ensuring that the parties are clearly defined, especially in relation to a group of companies. What happens if the contract is assigned or transferred?
• Heads of agreement, letters of intent.To what extent are LOI’s and HOA’s legally binding? No contract, no problem?
• Amendments clauses. Side letters
• Electronic signatures. Legal position in USA, EU and UK. Suggested clauses.
• Consideration. What is it? Payment clauses. Earn-outs in Company Sale and Purchase agreements. Completion accounts vs. lockeD box provisions. Price adjustment clauses vs. “anti-leakage” provisions.
• Representations, warranties,guarantees,indemnities, covenants. What is the difference between them?
How are they best drafted? “Reps and warranties” - do we need both? Sandbagging clauses.
• Measuring performance
• Best and reasonable endeavours / efforts
• Sales target clauses
• Restrictive covenants. Drafting non-compete clauses, non-solicitation clauses and other restrictive covenants. Pre-completion covenants / covenants of conduct in M&A.
kl 12:00 - 13:00 Lunch
kl 13:00 - 15:45
• Default and remedies. Termination clauses. What is a ”material breach”
• Liquidated damages clauses v penalties. LD clauses in common law systems - how they differ from penalties in civil law countries.
• Limitation of liability, exclusions of liability and “caps”. Minimising the risks. MAC and MAE clauses in Company Sale and Purchase agreements. “Inclusion” clauses.
• Direct and indirect damages - the implications of recent case law for drafting
• Disputeresolution
• Jurisdiction, choice of law and arbitration
• Boiler plate provisions eg drafting notices clauses, force majeure clauses, whole agreement clauses, severance clauses
kl 15:45 - Key clauses from specific company / commercial contracts including NDA’s
kl 16:45 - Course round-up
kl 17:00 - End of course
Course instructor: David Fletcher, commercial lawyer
Lecturer:
The course will be given by David Fletcher, an English solicitor who is a frequent lecturer in Scandinavia. He has given contract-drafting courses, both general and in-house, in a number of countries including Finland, Sweden, Denmark and Germany. He has also lectured at Helsinki and Tallinn Universities.
Participant profile:
• Lawyers in private practice or in-house counsel who deal regularly with agreements in english
• Lawyers from firms or companies who are engaged in international work
• Procurement managers/officers who deal regularly with international procurement agreements
• Government lawyers who work on cross border agreements
• Company executives who wish to enhance their understanding of and ability to write legal documentation in english
• Secretaries attached to in-house departments or government offices
• Other non-lawyers (eg buyers) who regularly handle contracts written in english
Course materials:
The course materials include comprehensive notes, a bank of sample contract clauses, useful websites and addresses and a guide to English contract law terminology.