Course Description

THE RATIONALE

This Writing Effective Legal Documents and Commercial Contracts training course will help to develop the skills of in-house and external Lawyers / Advisers, turning them into highly effective written communicators and legal draftsmen. It will highlight why effective English legal writing is important and teach participants how to write well-structured and useful advisory and contractual documents.

Written legal advice or draft contract documentation are sometimes criticized for being obscure or verbose. Writing legal documents and commercial contracts when effectively done, the Lawyers / Advisers can add real commercial value with the written work. Well drafted legal documents – whether they comprise advice, correspondence, contracts or other written materials – lead to more successful outcomes: better performing contractors, more satisfied internal and external customers, reduced risks and smaller liabilities.

THE COURSE OBJECTIVES:

By the end of this training, participants will be able to learn:

• Better understanding of the needs of their internal and external clients
• Structure their documents using best writing practices
• Create more effective legal documents in English
• Improve the clarity and usefulness of their legal writing
• Use model contracts and templates as a basis for their own work
• Structure a standard commercial contract
• Identify the key terms and conditions that they should include in a contract
• Propose alternative draft wording to protect their client’s commercial interests, when negotiating with others
• Draft appropriate terms and conditions for a range of commercial activities
• Identify unacceptably risky terms and conditions in the proposed contracts of partners, contractors, vendors, or other parties

THE COURSE OUTLINE

The course will cover the following:

MODULE 1: PRINCIPLES OF EFFECTIVE LEGAL WRITING

• What is effective legal writing?
• Techniques to write clearly
• Structuring your legal analysis
• Choosing appropriate legal language while avoiding ‘legalese’
• Effective editing of a legal document
• Applying the principles to letters, emails, and general correspondence
• Drafting exercises

MODULE 2: BEST PRACTICES IN DRAFTING A LEGAL MEMORANDUM

• Choosing an appropriate heading
• Describing the background and purpose of the memorandum
• Framing the legal issues
• Providing the short answer
• Statement of the facts
• Analysis of the issues and how the law applies
• Conclusions and recommendations in the memorandum
• Drafting Exercises

MODULE 3: PRINCIPLES OF CONTRACT DRAFTING

• Importance of contract drafting skills
• Complying with contract law essentials
• Using appropriate contract language
• Contract methodologies, including
  • Bespoke written agreements
  • Using general and special terms and conditions
  • Using Purchase Orders with standard terms and conditions
  • Framework agreements
  • Deeds
  • Letters of intent, Heads of terms and MOUs
• Working with model contracts and templates
• Drafting exercises

MODULE 4: PREPARING THE CONTRACT DRAFT

• The transaction purpose
• Analysing and mapping out the contractual transaction process
• Contract draft Structure
• Contents of the front and back of the contract
  • Title
  • Parties
  • Recitals
  • Dates
  • Definitions
  • Signatures
  • Attachments, Exhibits and Schedules
• Using Boilerplate clauses, such as
  • Governing law clause
  • Dispute resolution process
  • Contract variation mechanism
  • Confidentiality obligations
  • Assignment and sub-contracting
  • Force Majeure
  • Notices and communication clause
  • Drafting exercises

MODULE 5: MANAGING THE NEGOTIATED DRAFT AGREEMENT

• Working with the other parties to the contract
• Analysing their contract clauses for hidden risks
• Negotiating the liability clauses
  • Who bears the risk?
  • Exclusion and limitation of liability
  • Indemnity and insurance clauses
  • Bonds and Guarantees
  • Liquidated damages clauses and penalties
• Using clauses that impose obligations or grant powers or permissions, examples;
  • Inspection
  • Default
  • Termination
• Using the concept of “reasonableness”
• Payment and other financial terms
• Drafting exercises

TARGET AUDIENCE

• Corporate and Commercial In-House or External Lawyers / Advisers
• Top management or the board
• legal experts
• Commercial Contracts Professionals who assist the procurement teams activities
• Procurement team Members
• Staff member who assists or is involved in preparing legal documentation

Delivery Method: Interactive combine lectures, group discussions, group exercises, case studies, drafting sessions and illustrations.

Venue: Online Class

Fee:

Duration: 1 week

Course Date: Feb 27th-March 3rd 2023