Crafting Commercial Contracts: Sealing the Deal with Expert Drafting – a recorded online conference

Session 1: Shutting the Gate on the Bolting Horse: Drafting Effective Dispute Resolution Clauses

Dispute resolution clauses are an indispensable part of most contracts, potentially reducing costs and risks by setting out a defined mechanism for initiating or responding to a dispute. Careful drafting is required to craft a clause which is both workable and meets the needs of both parties. This session provides a step-by-step guide, including:

• Planning the process and input from the other party
• Tips for achieving certainty and clarity
• What will trigger the start of a dispute resolution process?
• Notice periods and timelines
• The key essentials of an initial informal process
• Considerations for conciliation, mediation and/or arbitration, including binding decisions or not
• The role of lawyers and experts in the process
• Options for litigation where all else fails – timing and location
• Allocation of costs and responsibilities.

Session 2: Mastering the Art of Drafting Guarantees: Expert Tips and Pitfalls to Avoid

Guarantees are an important risk management tool in commercial arrangements for protecting a party, often a lender, from the default of the other party, through the presence of a third-party guarantor. Drafting valid and effective guarantee documents or clauses can be a tricky task. This session gives a step-by-step guide, including:

• Why have a guarantee? How does it differ from an indemnity?
• What obligations can be the subject of a guarantee?
• Selecting a guarantor – due diligence requirements and security considerations
• Do guarantees have to be in writing?
• The advantages of using a deed
• Defining the scope and nature of the guarantee
• Setting limits on obligations and mechanisms in the event of future changes
• Lenth of arrangement, notices and releases
• Execution requirements
• Common problems with guarantees and how to avoid them.

Session 3: Drafting for Privacy and Information Security in Commercial Agreements

Organisations who contract with service providers are increasingly concerned to protect themselves against the significant consequences from the wrongful disclosure of the information they provide. This session will explore the crossover between privacy and confidential information obligations and provide a guide to ensuring your contract contains effective protections against illegal or harmful disclosure of information, including:

• The federal and state legislative frameworks for privacy compliance
• Distinguishing privacy from confidentiality obligations
• Disclosing personal and confidential information to service providers – contractual protections
• Personal information and compliance with the privacy legislation – access, security and disclosure
• What needs to be in a data breach clause
• Ensuring sub-contractor compliance and management of offshore providers
• Tips for drafting confidentiality clauses, including:
  • defining information covered
  • carve outs and limitations
  • consequences of a breach
• Cyber-security threat management obligations in contracts