Best Practice Drafting: Standard Terms and Conditions

•          Better understand the needs of their internal and external clients
•          Create more effective legal documents in English
•          Structure their documents using best writing practices
•          Select appropriate English language for the legal tasks they face
•          Improve the clarity and usefulness of their legal writing
•          Structure a standard commercial contract
•          Identify the key terms and conditions that they should include in a contract
•          Use model contracts and templates as a basis for their own work
•          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
•          Propose alternative draft wording to protect their client’s commercial interests, when negotiating with others

Principles of Effective Legal Writing

• Introduction, objectives and scope of the workshop
• 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

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

Principles of Contract Drafting

• Why contract drafting skills are important
• Complying with contract law essentials
• Using appropriate contract language
• Contract methodologies, including

o   Bespoke written agreements

o   Using general and special terms and conditions

o   Using Purchase Orders with standard terms and conditions

o   Framework agreements

o   Deeds

o   Letters of intent, Heads of terms and MoUs

• Working with model contracts and templates
• Drafting exercises

Preparing the Contract Draft

• Reflecting the purpose of the transaction
• Analysing and mapping out the contractual transaction process
• Structuring the contract draft
• Contents of the front and back of the contract

o   Title

o   Parties

o   Recitals

o   Dates

o   Definitions

o   Signatures

o   Attachments, Exhibits and Schedules

Using Boilerplate clauses, such as

o   Governing law clause

o   Dispute resolution process

o   Contract variation mechanism

o   Confidentiality obligations

o   Assignment and sub-contracting

o   Force Majeure

o   Notices and communication clause

o   Drafting exercises

Managing the Negotiated Draft Agreement

• Working with the other parties to the contract
• Analysing their contract clauses for hidden risks
• Negotiating the liability clauses

o   Who bears the risk?

o   Exclusion and limitation of liability

o   Indemnity and insurance clauses

o   Bonds and Guarantees

o   Liquidated damages clauses and penalties

• Using clauses that impose obligations or grant powers or permissions, such as
• Inspection
• Default
• Termination
• Using the concept of “reasonableness”
• Payment and other financial terms
• Drafting exercises

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.