- This training course will feature:
- The benefits of using service level agreements
- How the different levels of SLAs operate
- What is involved in planning, writing and managing service level agreements
- How payment is managed
- How to manage all levels of risk in the Service Level Agreements
- What are the proprietary rights under the SLA
- What amounts to poor performance
- To learn how to manage liabilities
- Understanding the Terms under the SLA
- Sample Language for all sections of the SLA for Buyer and Service Provider.
- Better discuss the contract negotiating and understand the rules of contract drafting;
Understand how to write out clauses using the correct language nuances to make contracts better protected
Set up the Agreement as a whole showing the movements in the different segments of the contract collectively and individually;
Write into contracts the different types of conditional clauses and exceptions, Carve-outs and Triggering Events to prevent the obligation from breach of non-performance;
Identify the unfair conditions of contracts and how to write it better using contract writing rules
Safeguard the contract from being nullified by using the right type of recitals and attendees will learn how to write out the contents, presentation and observe the rules relating to proper recitals;
Improve accuracy; reduce ambiguity and vagueness.
Understand the legalese words used in obligations and the meaning they carry in the contracts including the preference for words used in negotiations; words used in reference to the whole contract and preference for interpretation which gives terms effect;
Use Best practice rules for Warranties and Disclosures as allocation of risk in the contract;
Write out Indemnities with the relevant wording which improves the mechanism of the indemnity;
Understand the effect of limiting or elimination consequential liability and how to write consequential liability which will benefit your organisation;
Understand the relationship of Penalty clauses and the courts stand on this;
Drafting Guidelines given for clauses
Understanding the words used in different transactions
Deriving the best out of precedent clauses and agreements
Gain confidence in identifying issues in precedent and making revisions
Drafting with clarity and conciseness
Understand the correct and wrong versions in clauses especially when using directly from precedents
Learning how to critically review contract provisions
Learn to evaluate similarities and differences of related provisions
Learning the language of contracts through commonly occurring word combinations
Who Must Attend
This training course is suitable for a wide range of professionals but will greatly benefit:
Those involved in the planning, evaluation, preparation and management of tenders and awards for service contracts or internally-supplied corporate services
2 Days Training
MODULE 1: KEY ASPECTS OF WRITING THAT SHOULD BE COVERED IN ANY BUSINESS CONTRACT
• Recitals -Purpose and restrictions for writing recitals;
• Drafting the Language of Obligation /Language of Performance /Language of Prohibition /Language of Discretion /Language of Declaration
• Relationship between Effective Date and Commencement date of Agreement
MODULE 2: WRITING FOR CLARITY IN CONTRACTS
The importance of Clear and Concise Negotiated Terms
- Basic Categories of Contract Provisions
- Obligations and corresponding rights – Purpose of Obligations /Drafting obligations / Obligations limited to the contracting parties/Corresponding Rights
- Best Practices for clarity
- Active Analysis checklist
MODULE 3: RULES FOR WRITING COMMERCIAL OBLIGATIONS
• Defining Parties and the Privity of Contract
• Explaining Assignment and Novation in relation to Privity of Contract
• Assignment in Service Agreements -When assignment can be carried out and the mechanism for Novation
• Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
• Best Practice Rules on writing out Conditions
• The relevance of Escape Clauses
Module 4: Drafting Nuances
• Understanding the use of IF/Then/SHALL
• When not to use the Conditional Language
• Drafting Language of Exceptions and Subordination in Clauses
• Drafting Trumping Language in Contracts
Managing risk in drafting Liability clauses in Commercial Contracts and Service Agreements
MODULE 5: Drafting Guidelines for Obligations
• Anticipating Performance Concerns in Drafting Obligation clauses
• Drafting Monetary provisions / Closing provisions
• Understanding Financial and Non-financial incentives in commercial and Service Contracts
• Pricing Structure – Types of Contract discussed.
I. Time and Material Contract
II. “Fixed Fee” Contract
III. Not to Exceed Contract
IV. FFE Contract
• Writing out Payment Clause and Performance Obligations/Samples provided
• Is there a conflict between penalty interest for late payment and Time of Essence clause?
Rules to prepare Commercial Obligations
• Who should the parties be?
• Commencement, duration, extension of term;
• Getting the scope and requirements right
• Knowing the rules on how to manage changes in agreements;
• Measuring Performances in Obligations;
MODULE 7: Warranties for commercial contracts
1. Warranties -General drafting guidelines
2. Implied warranty for a particular purpose /disclaimers
3. Warranty disclaimer clauses – the Conspicuous requirement and looking at Disclaimers as traps
4. Statement of Facts; Not Obligations
5. Smoking Out Facts
6. Bringing Down Warranties
7. Survival of Warranties – Best Practices for Disclosures
MODULE 8: MANAGING CONTRACTUAL RISK IN SERVICE AGREEMENTS
• Mutual Warranties /authority
• Disclaimer of Non-Express Warranties
• Service Provider/Vendor’s Warranties
I. Non-Infringement Warranty; Infringement of Contingency
II. Buyer’s Non-Infringement Warranty
III. Compliance with the Service Description and Documentation
Disclaimer of Non Express Warranties
• Service Provide/Vendor’s statements relating to Services and Deliverables
• Scope of Buyer’s Disclaimer
• Guidelines for Service Provider/Vendor and Buyer on legal impact of Non Express Warranties
MODULE 9:Writing guidelines for Indemnities for Commercial contracts and Service Agreements
• Common indemnities
• Common Indemnification Limitation:
I. Standard of Care
II. Third Party Claim
III. Delaying the Obligations
IV. Capping the indemnification Obligation
• Indemnification Procedure
• Indemnification and Third Party Intellectual Rights
• Infringement Concern
MODULE 10: Drafting Termination clause in commercial contracts and Service agreements Drafting Exit Provisions
1. Critical review of Exit Provisions – Drafting guide for Events triggering a premature ending
2. Premature ending by mutual consent
3. A guide to drafting Post- termination obligations and survival clauses
4. Drafting “event of default” clauses
• Termination Due to an Uncured Breach:
I. The General Rule
II. Waiver of Breach
III. Liquidated Damages
• Termination Due to Insolvency/Bankruptcy
• Termination for Convenience
• Transition Services for termination in Service Agreements.
• Writing considerations for Liquidated Damages Clauses;
• Adding words to denote contractual remedies under the law.
LL.B (Hons) London, CLP (Malaysia), TESOL (Canada)
Ambigah has 15 years of training and lecturing experience on legal topics including civil litigation like employment matters, company, corporate and banking issues. She is a PSMB licensed corporate trainer and Corporate Legal Adviser who has a vast professional experience in the training industry. She has excellent communication, writing, people and class management skills.
- Trained and lectured for private companies and government entities. Participants made up of managers, CEOs, CFOs, corporate and government support staff and executives.
- Legal Experience includes civil litigation like employment matters , company ,corporate and banking issues.
- Conducted seminars for Employment law including on mock Industrial hearings of Domestic Inquiries and the Personal Data Protection Act 2010 which includes follow up legal advice for Pro-tem comittees on PDP implementation and drafting of Consent letters as required under the Act.
- Trained for the Federation of Manufacturers of Malaysia (FMM).
- Involved in advise and drafting of Human Resource policy and procedures. Also in the drafting of legal letters and advice of legislation pertaining to proper administration of Human Resource issues.
- Some of the in-house and public programs include those from, NIAM (Persatuan Insuran Kebangsaan Malaysia), Honda, Petronas Fertilizer (Kedah), Suruhanjaya Syarikat Malaysia, Sime Darby, Malaysia Multimedia Commission, Penang Bridge Sdn Bhd., Solectron, Bax Global, TM, Yan Jin (M), Cititel Penang, Evergreen Laurel Hotel, Government Teachers in various schools, Smart Modular, Kwong Wah Yit Poh Press Berhad, Vitrox Technologies, Staff of UITM, Bank Negara, Dimerco Sdn.Bhd, G-Pile Sistem Sdn.Bhd., Masterskill (M) Sdn.Bhd, Subalipack (M) Sdn.Bhd, Mitsubishi Motors Malaysia Sdn.Bhd, Sumitomo Metals Sdn Bhd, Lembaga Koko, MARA and other government agencies and many more.
In summary, Ambigah
- When not conducting training programs, Ambigah Krishnan tends to her legal consultation especially in the corporate field.
- Legal programs enhanced with Legal Practitioner’s advice and opinions. Imparting experience as Legal advisor and Litigation lawyer to be part of teaching of legal programs.
- Able to combine the elements taught in a specific program both soft skills and Legal with real life requirements for those on the job.
To contact Ms Ambigah for any speaking, training and consultancy engagements, :
please contact us at +603 8074 9056 | Mobile +6012 6869 628 | +6018 2735 123 or email: info@iTrainingExpert.com
We have a faculty of specialist and can cater to your organisation's different levels and specific needs.
For training and advisory services, feel free to contact us at email@example.com or call us at +603 8082 3707 | +603 8074 9056 | +6012 6869 628 | +6018 2175 123
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