CONTRACT DRAFTING
ABOUT THIS COURSE
Businesses run on commitments that are reduced to written contracts. In fact, the entire economy functions on the backbone of contracts. This entails contracting to bind the parties as regards their future conduct so that the promises are performed without any disputes. This requires contracting parties to come up with multifarious scenarios and agree upon a particular course of action, often in situations where both parties’ interests might diverge. The act of drafting necessitates mastering not merely the art of legal writing but also of understanding the nature of the transaction and the risks that might be involved in it.
This course explains each clause in a typical contract which will enable you draft, vet, or examine contracts to safeguard your or your client’s interests. The course also provides you with relevant checklists to use while drafting and some sample agreements, for example, Gift deeds, Lease deeds, Licence agreements, Sale deeds, and Employment Agreements.
1. Introduction
- Welcome
2. Drafting Agreements: The Prelude
- Purposes of contract law
- Why draft agreements?
- Default and mandatory rules
- Incomplete contracts
- Vagueness and ambiguity
- Transaction costs
3. Language and Style in Contract Drafting
- Using correct language
- Using punctuations
- Keeping in mind grammar and style
- Using active voice
4. Pre-contractual Instruments
- What is a pre-contractual instrument?
- Term sheet
- Letter of intent
- Letter of award
- Memorandum of understanding
5. Introductory Parts of an Agreement
- What are the introductory parts of an agreement?
- Title of the agreement
- Date of the agreement
- Place of execution
- Recitals
6. Definitions, Interpretation and Other Clauses
- Introducing the definition clause
- Interpretation clause
- Conflicts provision
- Entire agreement
- Severability
- No oral modification
- No waiver clause
7. Performance
- Performance related clauses
- Performance of obligations in sale deeds and agreements for services
- Technical standards and specifications
8. Other Clauses
- Representations and warranties
- Time as essence
- Contract closing
- Force majeure
- Intellectual property rights
- Assignment
9. Remedies for Contractual Breaches
- Contractual breach
- Suspension
- Termination
10. Specific Performance and Other Remedies
- Specific performance
- Substituted performance or risk and cost contracting
- Contractual set-off
11. Price, Payment, Taxes and Duties
- Price
- Time of payment and payment milestones and mode of payment
- Escrow arrangement
- Currency
- Taxes and duties
12. Confidentiality Agreements and Clauses
- Importance of confidentiality clause or agreement
- Contents and parties to a typical confidentiality clause or agreement
13. Dispute Resolution Clauses
- Importance of dispute resolution clauses
- Dispute resolution by arbitration and expert determination
- Pathological arbitration clauses
- Means of avoiding pathological arbitration clauses
- Expert determination or valuation
14. International Agreements
- Challenges faced in international agreements
- Choice of law
- Notice
- Language
15. Some Common Agreements – I
- Introduction
- Bank guarantees
- Function of bank guarantees
- Conditional and unconditional bank guarantees
- Structure of unconditional bank guarantees
- Corporate guarantees
- Indemnity bonds
16. Some Common Agreements – II
- Introduction
- Gift deeds
- Lease deeds
- Licence agreements
- Sale deeds
- Employment agreement
17. Conclusion
- Conclusion
