INTRODUCTION

This full, intense and interactive 10 day Legal English, Drafting, Contracts and Advanced Negotiation Skills course is designed to identify the forming of enforceable contracts, common drafting errors, improve and practice writing and drafting skills, practice and advanced negotiation skills in English. In addition address current practice in key areas of English law as used in international commercial contracts. All led by an international specialist in the field by the methodology of applied accelerated learning.

COURSE OBJECTIVE

By the end of the course, participants will have been taken through:

• Learn how to avoid common drafting pitfalls
• Understand the structure and terms that are common to contracts in English
• Learn advanced negotiation skills (for commercial matters and dispute resolution) in English and develop an effective communication and negotiation style
• Strengthen your knowledge of complex contractual terms including indemnities, warranties and exclusion clauses, force majeure clauses in an ever changing global scenario
• Highlight selected key comparative differences between Common Law with comparisons to Civil Law jurisdictions
• Consider the distinction between direct, indirect and a consequential damages
• Courts attitude and interpretation of exclusion clauses
• Refresh your knowledge of the law surrounding breach, termination and liquidated damages, enabling you to draft tighter provisions and ensure greater protection for your stakeholders
• Share the knowledge and experience of peers from different countries and sectors

DURATION

10 days

WHO SHOULD ATTEND

• Heads of legal
• In-house counsel
• Contracts directors and managers
• Commercial directors and managers
• Senior business development executives
• Private practice lawyers
• Professional advisors

COURSE CONTENT

CONTRACTS and CONTRACT DRAFTING

• Introduction
• Structure of Course
• Expectations
• Contract of Group

Formation of Contract

• What is a contract?
• Making a binding and enforceable contract
• 6 components
• Offer
• Acceptance
• Consideration
• Deeds
• Limitation periods

Preliminary agreement forms

• Memorandum of understanding
• Letter of intent
• Heads of Agreement
• Term sheet
• Authority to proceed
• Scope of work
• Subject to contract

Confidentiality agreements – drafting workshop

• Purpose
• Types of information they protect
• Causes of breach
• What information cannot be disclosed
• Enforcement

Structure and format of agreements

• Parties
• Recitals
• Interpretation
• General terms
• Commercial terms
• Industry specific terms
• Intellectual property
• Third party rights
• Schedules
• Execution
• Tyranny of Standard Forms

Checklist and procedures for drafting - Workshop

• Standard terms and battle of the forms
• Style guides and best contract style
• Checklist for drafting agreement
• Contra Proferentum
• Parol evidence rule
• Prior negotiations rule
• Implied terms

Common terms and phrases

• “Best or reasonable endeavours”
• Joint and several
• “Time is of the Essence”
• Warranties
• Indemnities and limitation of liability clauses
• Termination clauses
• “Subject to contract”

Direct, indirect damages and consequential loss

• Types of damages
• Damages for breach of contract
• Back-to-back contracts
• Physical damages
• Costs and expenses
• Waste
• Loss of profit
• Consequential losses and expenses

Warranties, Representations, Guarantees & Indemnities - Workshop

• Definitions and identification
• Pointers to distinguish and negotiation
• Warranties
• Representations
• Guarantees
• Indemnities
• Entire agreement clauses

Exclusions Limitations of Liability, Liquidated and Ascertained Damages and Penalties

• Liability for personal injury or death
• Liability for late delivery, performance or similar
• How to limit the maximum aggregate damages
• Examples of limitation of liability clauses
• Liquidated and Ascertained Damages

Exclusions Limitations of Liability, Liquidated and Ascertained Damages and Penalties - Workshop

Introduction – Negotiation Essentials

• What is Negotiation?
• Framework for Negotiation
• Simulation
• Negotiation Objectives
• Creating Value
• Maximizing Value
• Claiming Value
• Examples of Value

Negotiation Strategy

• BATNA
• Reservation price
• ZOPA
• Diagnostic – Know Your Dominant Negotiating Style – And Recognize Others Style – Broadening and Adapting Your Style

Key Negotiation Behaviours

• Listening
• Asking Questions
• Body Language
• Direct and Indirect Communication
• Negotiating face to face, by phone and by email
• Power, Interests and Positions
• Preparation – Developing a Scoring System
• Bargaining and Haggling
• Offers and Anchors

Force Majeure, Frustration and Economic Hardship

• The concepts of Force Majeure and Economic Hardship
• Doctrine of Frustration
• Changing circumstances and unforeseen events
• Hardship clauses
• Defining the events
• Typical claims
• The termination period
• Re-execution/re-negotiating
• Drafting Workshop

Termination

• Reasonable notice
• ‘Triggers’ for termination
• Change of control
• Insolvency
• Surviving rights
• Duty of co-operation

Boilerplate – Sample Clauses and Pointers

• Agency/Partnership
• Assignment and sub-contracting
• Counterparts
• Entire agreement
• Insolvency and bankruptcy
• Communication notices
• Set off
• Severance clause
• Waiver

Exit strategies, Choice of Law, Jurisdiction and Dispute Resolution

• Legal basis
• Applicable law in the absence of choice
• Limits of choice of law
• Choice of arbitration; drafting of an arbitration clause; avoiding pathological clauses
• Alternative dispute resolution – conciliation, mediation and ADR
• Enforcement: The New York Convention and beyond

Questions and discussion

GENERAL NOTES

• This course is delivered by our seasoned trainers who have vast experience as expert professionals in the respective fields of practice. The course is taught through a mix of practical activities, theory, group works and case studies.
• Training manuals and additional reference materials are provided to the participants.
• Upon successful completion of this course, participants will be issued with a certificate.
• We can also do this as tailor-made course to meet organization-wide needs. Contact us to find out more: training@data-afriqueconsultancy.org
• The training will be conducted at DATA-AFRIQUE TRAINING CENTRE, NAIROBI KENYA.
• The training fee covers tuition fees, training materials, lunch and training venue. Accommodation and airport transfer are arranged for our participants upon request.
• Payment should be sent to our bank account before start of training and proof of payment sent to: training@data-afriqueconsultancy.org