11 & 12 Mar 2019 (Mon & Tue)
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Managing Your Contract Risks For Non-Legal Professionals

Negotiating and Drafting the Best Protective Terms

Course Information
  Date   11 & 12 Mar 2019 (Mon & Tue)
       
  Venue   100 Orchard Road, Hotel Concorde
       
  Time   9am to 5pm
       
  Fees   $1200
Inclusive of 2 coffee breaks, light refreshments and buffet lunch

Contact Ms Chye Fen 6720 3333
or email:
chyefen@asm.edu.sg

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The importance of at least a basic understanding of contract law to the officers and managers of a commercial enterprise cannot be over-emphasized.

A lack of appreciation of the principles of contract law may lead to contractual disputes and, in the worst case scenario, lawsuits and arbitrations.

Each organization, therefore, should ensure that its commercial dealings are managed in accordance with the law, in a manner that clearly establishes the rights and obligations of the parties thereto and which provides for suitable remedies in the event of a breach on the part of either party.

This two day course is targeted at non-legal professionals. As it is recognized that principles of law are difficult for non-lawyers to understand, the course has been structured to make it easy to follow and the principles are supplemented with many case studies.

Each attendee will learn a number of matters including how to identify terms which may render the contract unenforceable, or terms which may be ambiguous, or terms which may not adequately address the risk required by a particular party to the contract. Contractual clauses should be drafted in a manner that is easily understandable by both parties and the scope of the same should allow for no ambiguity because that potentially may lead to a dispute.

There will also be a discussion of terms that would minimize the contractual risks of a party in certain circumstances such as limitation of liability clauses, indemnity clauses, insurance clauses and force majeure clauses.

Who Should Attend?

This is a course designed for non-lawyers and is targeted at all those in the commercial enterprise involved in any contractual dealings.

This includes but is not limited to Company Directors, Contract Managers, Sales and Marketing Managers, Purchasing Managers, Project Managers, Project Engineers, Procurement Managers and Business Development Managers.

Course Outline

Session 1: Pre-contractual Matters

  • Defining the objectives of the contract
  • Due diligence
  • Forming the team – structuring the core group and the support group
  • Authorization for negotiation and decision making
  • Not yet a contract – ‘the subject to formula'
  • Letters of intent, letters of comfort and Memoranda of Understanding

Session 2: Forming the Contract

  • When must an agreement be in writing and when can it be oral
  • The use of the internet and electronic media in the formation of a contract
  • What are the formalities to be observed in the execution of an agreement
  • Distinguishing an offer from an invitation to treat
  • What is an acceptance and how much an acceptance take place
  • The significance of consideration and the utilisation of a deed
  • What is an intention to create legal relations
  • The importance of the capacity to contract

Session 3:Vitiating Factors

  • Fraudulent, negligent and innocent misrepresentation
  • Mutual, common and unilateral mistake
  • Duress and undue influence
  • Illegality and contracts in restraint of trade (non-competition and non-solicitation clauses)
  • Remedies

Session 4: The Contents of a Contract

  • The difference between representations and terms
  • Express and implied terms
  • Incorporation of terms
  • Terms that allow for termination and terms that do not

Session 5: Structuring the Contract

  • Identification of parties
  • Date and effective date
  • The role of the recitals and the titles of the different clauses
  • Exhibits and their relationship with the precedence clause and the rest of the contract

Session 6: Contract Scope and Clauses

  • Defining the scope of the contract
  • Drafting suitable definition clauses
  • When does the contract begin and end
  • Payment terms – should they be upfront, regular or royalty payments
  • Time for payment
  • Currency clauses – fluctuation of currencies
  • Withholding tax – cross-border transactions

Session 7: Liability and Damages Clauses

  • The significance of the indemnity clause
  • Exclusion and limitation of liability clauses – their effectiveness and use
  • The Unfair Contract Terms Act
  • Penalties and liquidated damages

Session 8: Frustration and Force Majeure

  • The meaning of the term ‘frustration’ and its consequences
  • Drafting a suitable ‘force majeure’ clause and its importance in the contract

Session 9: Confidentiality

  • Non-disclosure agreements
  • Drafting suitable confidentiality clauses
  • Injunctions and damages
  • Audit rights

Session 10: Rights of parties

  • Privity
  • Third-party rights under a contract
  • Agency
  • Assignment
  • Novation

Session 11: Termination

  • For convenience, for breach and upon the occurrence of a defined event
  • After being given the opportunity to rectify the breach
  • Change of management or ownership

Session 12: Consequences of Termination and Remedies

  • Remoteness of damage
  • Mitigation
  • Financial and other consequences
  • Payment for third party replacement
  • Remedies

Session 13: Dispute Resolution

  • The differences between a governing law and a jurisdiction clause
  • Exclusive and non-exclusive jurisdiction
  • Litigation, arbitration and mediation – the differences, strengths and weaknesses of each
  • Enforcement
Trainer: Mirza Khaleel Namazie, Advocate & Solicitor (Singapore)

Khaleel was admitted as an Advocate & Solicitor of the Supreme Court of Singapore in 1994. He is also a member of the Law Society of England & Wales. He read for a Bachelor’s Degree in Law at the National University of Singapore and for a Master’s Degree in Computer and Communications Law at Queen Mary & Westfield College, University of London, the component subjects which were Information Technology Law, Intellectual Property Law, Telecommunications Law, Electronic Banking Law and Internet Law.

Apart from his experience in advising local and international clients in private practice on a variety of commercial, corporate and litigation matters, Khaleel worked in the Asia Pacific Legal Department of Hewlett-Packard Singapore Pte Ltd as a Commercial Contracts Manager with special responsibility for the Asia Emerging Countries of Pakistan, Bangladesh and Vietnam and with Singapore Telecommunications Limited as Senior Legal Counsel as part of the SingTel Global Offices team. During that time, he was also responsible for negotiating the legal aspects of a number of high value telecommunications and IT agreements with a significant number of Fortune 500 companies.

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Please contact Ms Chye Fen(65) 6720 3333 or
email: chyefen@asm.edu.sg

Date 11 & 12 Mar 2019 (Mon & Tue)
Venue Hotel Concorde, Orchard Road
Time 9.00am to 5.00pm
Fee $1200
Inclusive of 2 coffee breaks, light refreshments and buffet lunch
Enquiries Please contact Ms Chye Fen(65) 6720 3333 or
email: chyefen@asm.edu.sg

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