Session 1

Building Blocks Concept

• Learn the fundamentals of Contract Drafting
• Understand how to Convert Term Sheets into Contract
• Understand how to allocate risks when doing due diligence and correctly allocate risks using the Representation and Warranty Clause

Session 2

Drafting the front of the contract, introductory, and lead-in clause

• Magnifying clearer drafts, and concise contracts and making appropriate use of definitions in a contract as your best practice
• Simplicity at its best by using the active voice and deleting the unnecessary wordings
• Drafting a structured Contract

Session 3

Rules of Interpretation of Contract

• How are contracts interpreted
• Dealing with ambiguity in contracts
• Importance of priority of documents

Session 4

Understanding Important Concepts in Contract

• Breach of contract
• A material breach of contract
• remedies for breach of contract

Session 5

Dealing with Endgame Provisions

• Understanding termination clause: Termination prior to the end of the term may be of breach of contracts
• Mutual termination: Allocating the termination clause without jeopardizing your existing relationship
• Termination for cause or termination of convenience

Session 6

More on Contracting

• Contract Types

What Types of Contracts are best Suited to Transfer Risk

• Fixed Price, Turnkey, Lumpsum
• Cost Reimbursable
• Time & Material
• Unit Price

Session 1

Zooming in Into the Right Crust of a Well Written Contract

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

– Materially adverse effect

– Reasonableness

– Consent not to be unreasonably withheld

– Best/Reasonable Efforts

– To the best of its knowledge

– Substantially in the form of

– To the extent permitted by law

– Notwithstanding 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 2

Miscellaneous provisions in the contract

– Waiver

– Entire Agreement

– Severance

– Amendments

– Variations

– Notices

Session 3

Understanding and drafting boilerplate Clause which deals with Allocation of Risk/Risk Transfer

• Liquidated damages / penalty / consequential damages
• Force majeure
• Limitation of liability clause
• IPR: Ownership rights in the contract
• Performance Guarantee
• Subrogation/waiver of subrogation
• Indemnity
• Assignment / delegation clause
• Cumulative remedies
• Transaction cost
• Third-party liability
• Consequential loss
• Negligence / gross negligence

Session 4

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 1

Guidelines for drafting

• Scope of Work (SOW)
• Service Level Agreement (SLA)
• Master Services Agreement (MSA)

Session 2

• Guidelines for drafting Performance-Based Acquisition
• Performance Standards in a Contract

Session 3

Insurance

• CAR Policy
• Professional Indemnity Insurance
• Third-Party Liability Insurance
• Commercial General Liability ( CGL)
• Inland Marine Insurance
• D & O
• Cost Of Insurance
• Principles of Insurance Law
• Contractual Risk – insured/ non-insured

Session 4

Risk Management

• Implementing a robust risk management process
• Developing a Risk Management Plan & Strategy

Session 5

Alternative Dispute Resolution: Finding the Right Way Out

• Conflict in contracts: Addressing the right mechanism in the contract before the issues become a dispute
• To litigate or arbitrate: Which should you put as your prior decision?
• Best strategies in drafting an enforceable Arbitration clause
• Modal of Arbitration clauses:

– Ad hoc or institutional Arbitration

– Domestic and International Arb