Managing Risk in Commercial Agreements: Drafting with the End in Mind – a recorded lunchtime online conference

Hear from the experts at this online conference. You can watch it on your computer or on your portable electronic device from anywhere.

The conference will be based on our highly successful video webinar technology: there'll be a chairperson and presentations.

THE PROGRAM

Session 1: You, Me and the Indemnity: A Drafting Guide

The use of indemnities in commercial agreements to allocate risk brings with it significant consequences to the indemnifying party. This session will examine the key components of an indemnity clause and provide options together with drafting suggestions to assist practitioners with drafting, negotiating and amendment, including:

• Why include an indemnity clause?
• Understanding the impact of an indemnity on risks and relationships
• What are the key features of an indemnity clause?
• Drafting considerations including nature of the indemnity, mitigation obligations and quantification of loss
• Tips for negotiating indemnities and drafting amendments
• Cases and examples.

Session 2: Don’t Ask, Don’t Tell: Drafting Confidentiality and Data Protection Clauses

Many commercial arrangements involve the disclosure of confidential information and the exchange or collection of data by one or more parties. The challenges in protecting information lies in clear and precise drafting of appropriate obligations. This session will clarify the difference between confidentiality and privacy which is often misunderstood, and provide a guide to drafting appropriate protections for information, including:

• When are confidentiality clauses appropriate?
• When to use a preliminary or stand-alone non-disclosure agreement and what it should cover
• Key elements of confidentiality clauses and drafting tips
• Distinguishing confidentiality from privacy and an overview of the Australian privacy regimes and requirements
• Appropriate contractual clauses for data collection, access and disclosure
• Tips for protecting data moving into the hands of third parties through contractual provisions.

Session 3: Drafting Settlement Agreements – Strategic Planning for Emphatic Full Stops!

Getting the settlement agreement right is essential to creating a lasting agreement without recourse to further disputation. This session looks at key inclusions in binding settlement agreements, including:

• Some preliminary issues on settlement negotiations - revisiting Masters v Cameron
• Settlement agreement or deed? – a comparison
• Getting parties and recitals rights
• Some key operative terms for a strong settlement agreement
• What to do about releases and indemnities
• A non-disparagement clause – what to say and not say
• Who should sign and the electronic execution
• Other general clauses:

• No assignment
• Costs
• Dispute resolution
• Entire agreement clause
• Applicable law and jurisdiction
• Variation and severability