In today’s highly competitive and cost-conscious environment, knowing how to draft commercial contracts including Business, Supply and Sales Contracts is an important part of business activity. It is vital that contracts be aligned with business expectations as if it is not drafted as needed, the contract will fail to perform. It is important to translate the business deal into contract concepts using proper contract drafting techniques and rules.
It requires legal and Non-professionals to be well versed with the drafting techniques of commercial contracts to foresee the risk and balance the risk allocation and have analytical thinking to handle contracts in the best interest of their organization.
This seminar is for any professional who wants to learn and understand the writing of these types of commercial contracts.
By the end of the Commercial Contract Drafting training, you will be able to:
- Better discuss the contract negotiating and understand Pre-Contractual documents
- Identify the boundaries between degree of binding and Non binding commitment in Pre Contractual documents
- Use Contract drafting techniques to write Pre Contractual wording
- Understand how Letter of Intent is drafted
- Set up the Agreement as a whole showing the movements in the different segments of the contract collectively and individually;
- Draft into contracts the different types of conditional clauses and exceptions, Crave-outs and Triggering Events to prevent the obligation from breach of non-performance;
- Identify the unfair conditions of contracts and how to draft it better using contract drafting rules
- 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;
- Understand the tools used in risk allocation and assessment including Force Majeure; Exclusion clauses and Limitation clauses;
- Use Best practice rules for Warranties and Disclosures as allocation of risk in the contract;
- Draft 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 views on this;
- Draft out effective Boilerplates clauses and the elements that must be included.
Who Must Attend
- CEO / COO
- General Manager
- Legal Counsel / Legal Officer
- Privacy Officer or Manager
- Compliance Manager / Compliance Officer
- Information Technology personnel
MODULE 1: TRANSACTIONAL DOCUMENTS [PRE CONTRACTUAL]
Degrees of Binding and Non Binding commitments in Letters of Intent
Dos and Don’t’s of Drafting Techniques for Transactional documents
Recap of Basic Concepts of Contract Drafting Nuances including Language of Performances /Obligations/Prohibitions/Discretion/ Declarations and Acknowledgment and Policies
15 minutes Break 10.45am-1.00pm
MODULE 2: KEY ASPECTS OF DRAFTING THAT SHOULD BE COVERED IN ANY BUSINESS CONTRACT RECITALS/PARTIES
Recitals -Purpose and restrictions for drafting recitals;
Relationship between Effective Date and Commencement date of Agreement
Execution of Agreements and what happens signing before finalising of Agreement
-What Options are there?
Lunch Break: 1.00pm-2.00pm 2.00pm-3.30pm
MODULE 3: DRAFTING FOR CLARITY IN CONTRACTS
Rules for Clarity
Clarifying Ambiguities and Vagueness including understanding the concepts of “And,” “Or,” and “And/Or” Ambiguities /Formulas/Legal Archaisms /References to Time concepts
The concept of “Deemed”
15 minutes Break
MODULE 4: RULES FOR DRAFTING COMMERCIAL OBLIGATIONS
Understand rules governing drafting Operative provisions and sequencing of main obligations and framing schedules;
Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
Drafting using Conditional Language including understanding the relationship between the Conditional Language, the Subordinator and the Matrix Clause
Understand the Language of Exception and Subordination
The relevance of Escape Clause
End of the Day 1
MODULE 5: ESSENTIAL ELEMENTS IN CONTRACTUAL OBLIGATIONS
Establishing the terms of the contract and their meaning;
Rules governing Express Terms including who has the benefit of doubt in a conflict;
How to handle Express and implied terms in one clause;
The ejusdem generis rule;
What are the implications for the Contract Writer and Negotiator on the impact of the 5 principles of Contract Drafting?
MODULE 6: DRAFTING OBLIGATIONS AND SCOPE OF SERVICES
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;
Using Boiler plate words into Obligations and the effect of that on the overall contract
15 minutes Break
MODULE 7: PURCHASE ORDERS/ PRICE AND PAYMENT
Contractual Nature of Purchase Orders
Types of Liability of Parties and Payment provisions;
Drafting out Payment Clause and Performance Obligations
The effect of S.56 of Contracts Act 1950 on time of essence clauses and compensation
MODULE 8: RISK EXPOSURE AND ASSESSMENT TOOLS – DRAFTING GUIDE WITH SAMPLES
Limitation of Liability and ideas of Crave-outs
Drafting out Consequential and Indirect Loss clauses
2019 Case law Updates on methodology of assessing compensation for Liquidated Damages
Providing for a Damages Cap and commonly used examples of Cap
Constructing Exclusion Clauses;
Different types of Exclusion and Limitation of Liability Clauses
Contract Drafting guidelines on scope of risk in exclusion clauses including the treatment of direct loss, Consequential loss and indirect loss.
Lunch Break: 1.00pm-2.00pm 2.00pm-3.30pm
MODULE 9: WARRANTIES
Key Principles in Warranties;
Difference between Warranty and Indemnities in relation to awards of damages claimed;
Survival of Warranties – Best Practices for Disclosures
MODULE 10: DRAFTING GUIDELINES FOR INDEMNITIES
Types of indemnities;
Rules for scope of definition of indemnity losses;
The procedure for compensation for Indemnities
The role of mitigation of loss and calculation of limitation period in Indemnity clauses;
15 minutes Break
MODULE 11: Drafting Guidelines for Boiler Plates
What to add in Force Majeure clauses.
The period of performance and the effects beyond termination;
The effect of contracting out of the force majeure clause;
Matters to take into account when invoking the force majeure clause;
What is a Survival and Merger clause?;
The workings of Survival and Merger clause;
Review of the Survival and Merger clause on clauses of agreement Post termination;
Terminating lawfully and consequences of Termination [Sample provided] Drafting ideas for Termination clause
Provisions to be written into Termination clause including the survival of essential parts of Agreement;
End of the Day 2
There will be a workshop on the drafting of clauses and samples will be provided.
The seminar will involve discussions, presentations and individual question and answer sessions.
Professional Qualification MBA (Management), UKM
Professional Qualification LLB)Hons) London University of East London
Professional Certificate in Legal Practice
Mr. Krishna was previously the Legal Manager in 2012 for a renowned franchise company in Kuala Lumpur for approximately 7 years and an active legal and corporate advisor to the CEO and group of companies. He had drafted many commercial agreements for the company including international clients from UAE, China, Jordan, Philippines which required his expertise. When PDPA was implemented in 2012, Mr. Krishna was asked by the CEO to formulate a PDPA procedure and compliance form, and he was the compliance officer to monitor the data received and used by the company. All departments within the organization had to refer to him to get approval to use personal data gathered from business owners for purposes of direct marketing. He had to strike a balance between the company’s interest and consumers to avoid breach of the PDPA 2010. He had extensive experience in the field and highly respected in the franchise industry and governmental agencies. Mr. Krishna is a formidable Advocate & Solicitor in various areas of law that he has represented and has always complied with the requirements of the law.
LL.B (Hons) London, CLP (Malaysia), TESOL (Canada)
- 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.
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
"Before attending this training, I have a lack knowledge of the basic drafting skills.
I have learned that that are few clauses that I need to improvise in our contracts to make sure that it is well drafted and avoid loopholes. After the training, I've learned a lot. I'll peruse all the information that I've gained and adopted it. The trainer is Good and well-experienced"_ Rabiatul Adawiyah
"I feel eager to enhance and refresh my knowledge of commercial contract drafting. It is an interactive session that makes the online-training more effective and lively in discussing the topics. After the training, more informed of the needs to be improved in drafting the contract. The Trainer is knowledgeable and hands-on in delivering the training."_Azman- Senior Manager Legal Malakoff Corporation Berhad
"I feel uncertain and don't have the confidence in the obligations to draft or review a proper/ simple with straight to the point contract. During the training, Better understanding of the usage of the force of measure, LAD, remedies, termination clauses on day-to-day contract drafting activity. I am able to identify/determine types of contracts and having tips/keys in contract drafting shared able to maximize drafting skills in the simplest way/word interpretations. After the training, I am able to utilize a variety of proven actual experiences/ templates/ ideas that have been shared among trainees and trainers. I really enjoyed his valuable training and feeling much appreciated for the shared ideas from him and among trainees too. I feel much better prepared to deal with the future task in drafting and reviewing a contract or agreement." _ Hasliyana- Procurement Exec. Ranhill Water Technologies Sdn Bhd
"I feel curious about the program before the training. During the training session, I learned Critical terms or clauses that need to have when drafting a contract. After the training, I feel Sufficient knowledge and to apply at the workplace. The trainer is Vast knowledge and experience."_ Shamsul Zahrin- Head of HRAITL Central Spectrum (M) Sdn Bhd
"Before attending the class, I feel excited to learn new matters and to ask questions. I learned How to draft clauses simple and precise to minimize risk. After the training, I gained more knowledge required for drafting future contracts for the company. The trainer is experienced and provides clear explanations with examples." _ Ramanathan Sinniah-Asst Legal Manager Cenergi sea Sdn bhd
"I didn’t have enough knowledge about drafting/vetting contracts. During the training, I learned the essential elements of a contract, how to negotiate terms and how contract law plays into the actual contract itself. I feel empowered. The trainer is really engaging in training despite being done online. Loved how he kept everybody on their toes and knew when to take questions and not to. Krishna also timed each session accordingly." _ Mohd Taha bin Jelani - Legal Exec Malakoff Corporation Bhd
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