Aims of the course

This course will offer:

• Useful tips on contract drafting techniques and common pitfalls
• Useful materials that can be used as a basis for drafting contracts
• 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, 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 in private practice or in-house counsel who deal regularly with agreements in English 
• Lawyers from firms or companies who are engaged in  international work
• Procurement managers/officers who deal regularly with international procurement agreements 
• Government lawyers who work on cross border agreements 
• Company executives who wish to enhance their understanding of and ability to write legal documentation in English  
• Secretaries attached to in-house departments or government offices 
• Other non-lawyers (eg buyers) who regularly handle contracts written in English

Programme 

Introduction to drafting.  How to draft a clause in modern English, expressing obligations,contingent obligations,exceptions,  and using (or avoiding)  special terminology used in contracts .  How to structure a contract.

Specific issues and clauses to be included 

• Parties. Ensuring that the parties are clearly defined, especially in relation to a group of companies.  What happens if the contract is assigned or transferred?
  

• Heads of      agreement, letters of intent.To what extent are LOI’s and HOA’s legally binding? No contract, no      problem? 
• Amendments clauses. Side letters.
• Electronic signatures.  Legal position in USA, EU and UK.      Suggested clauses. 
• Consideration.      What is it? Payment clauses. Earn-outs      in Company Sale and Purchase agreements. Completion accounts vs. lockeD box provisions.  Price adjustment      clauses vs.  “anti-leakage” provisions.
• Representations, warranties,guarantees,indemnities, covenants. What is the difference between them?
  How are they best drafted?   “Reps and      warranties” – do we need both? Sandbagging clauses.
• Measuring performance. 
  Best and reasonable endeavours/efforts.
  Sales target clauses.
• Restrictive      covenants.  Drafting      non-compete clauses, non-solicitation clauses and other restrictive      covenants.  Pre-completion covenants / covenants of conduct in M&A. 

12.00 – 13.00   Lunch

13.00 – 15.45

• Default      and remedies.  Termination      clauses. What is a  ”material      breach”?
• Liquidated damages clauses v      penalties.   LD clauses in common law systems –  how they differ from penalties in civil law countries. 
• Limitation      of liability, exclusions of liability and “caps”.  Minimising the risks.   MAC and MAE clauses in Company Sale and      Purchase agreements. “Inclusion” clauses.
• Direct and indirect damages  – the implications of recent case law for      drafting.
• Disputeresolution.
  Jurisdiction, choice of law and arbitration.
• Boiler plate provisions eg drafting notices clauses, force     majeure clauses, whole agreement clauses, severance clauses

15.45 Key clauses from specific company / commercial contracts including NDA’s.