This is a two-day course which will focus on the most common company and commercial contracts dealt with by Norwegian lawyers. The course will provide guidance both on contract drafting and on understanding legal documentation in English.  It will also provide an overview of English and U.S.  contract terminology and principles, with comparisons with the Norwegian position .  There will be frequent drafting and review tasks for delegates to undertake. The course will also provide guidance on drafting in plain English and avoiding “legalese”.

Aims of the course

This course will offer:

• Useful tips on contract drafting techniques and common pitfalls
• Company/commercial contract precedents
• Guidance on differences between the common law and Norwegian systems      of contract law and the implications for negotiating and contract-drafting.

Method

The course will be ”hands on”.  Delegates will be invited to undertake practical exercises eg analysing and improving poor drafting, suggesting changes to clauses presented by ”the other side”. 

Course materials

The course materials include comprehensive notes, model contracts, a bank of sample contract clauses, useful websites and addresses and a guide to English contract law terminology.

Lecturer

The course will be given by David Fletcher, an English solicitor  who is a frequent lecturer in Scandinavia.  He has given contract-drafting courses, both general and in-house,  in a number of countries including Finland, Sweden, Denmark and Germany.  He has  also lectured at Helsinki and Tallinn Universities.  

Participant Profile

Lawyers, translators, contract negotiators.
 

Programme Agenda  

Day 1
09.00-12.00  English Contract Principles and Terminology, concentrating in particular on typical boiler-plate clauses found in common law contracts.  This section will also deal with new developments, difficult areas and differences between Norwegian and English / U.S. Contract Law.   There will also be guidance on avoiding ambiguity when drafting in English. The following non-exhaustive list of topics is covered:
 

• Representations
• Invitations to treat/tenders
• Consideration
• Conditions, warranties and indemnities
• Privity of contract 
• Express and implied terms 
• Exclusion clauses
• Rectification of contracts 
• Breach of contract
• Remedies for breach of contract
• Liquidated damages clauses (cf. penalties)
• Anticipatory breach
• Misrepresentation, duress, mistake
• Frustration of contract / force majeure clauses
• Dispute resolution clauses 
• Choice of law / jurisdiction clauses
  
  

12.00 – 13.00 Lunch 

13.00-17.00 Company and Co-operation Agreements and other documents.
This session will focus on:

• Non-disclosure agreements and undertakings. 
• Different types of business structure . 
• Different types of joint venture vehicles (e.g. contractual,  partnership and corporate).  
• Study of a joint venture agreement with shareholder agreement and articles.  Comparison with co-operation agreement
• Drafting a Memorandum of Understanding.  Lock-out clauses / exclusivity letters.
  
  

Day 2
9.00-11.00  Sales contracts, agency and distributorship . This session will include the following:

• Standard terms and conditions of sale. Particular attention will be given to retention of title and other key clauses.
• Distributorship and agency agreements.  Drafting agency and distributorship agreements to conform to relevant EU law and block exemptions.  
• Supply agreements
  
  

11.00 -12.00 Intellectual property licences.
Drafting Trade Mark and other licences in compliance with EU law.  Key clauses in IP licences will be discussed including those relating to:

• Consideration
• Quality control
• Improvements
• Warranties and indemnities
• Events of termination.  
  
  

12.00 -13.00 Lunch 
 
13.00-14.30Intellectual property licences (continued)

14.30 – 16.45Loan Agreements and Debentures.
This session will include:

• Types of bank finance (term loans, demand loans, revolving credit, syndicated loans etc). 
• Key clauses in loan agreements eg conditions precedent, negative pledge clauses, covenants, events of default, default interest .  
• Dealing with different types of charge and security e.g. fixed and floating charges, liens, pledges and insolvency terminology and principles.  
• Assignment and novation of loans
  
  

16.45  Course round-up

17.00  End of course,