Drafting Commercial Contracts: Maximising their Impact – a recorded lunchtime online conference

Duration: Approximately 2.5 Hours

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.

One registration can be shared by colleagues within the same firm utilising the same login.

THE PROGRAM

Session 1: Promises Promises: Drafting Watertight Warranties

Warranties provide greater certainty for both vendor and purchaser in contracts for the provision of good, services or property. To achieve that certainty and meet the expectation of the parties, precision in drafting is essential. This session provides practitioners with a step-by-step guide to drafting watertight warranties and avoiding costly mistakes, including:

• Key features of a warranty
• When is a warranty essential?
• At what point does a warranty become effective and at what point does it end?
• The relationship between disclosure and a warranty
• Remedies for breach of a warranty
• Drafting tips including:

• Time-specific warranties

• General limitations and exclusions
• Liability limitations
• Calculating loss and damage
• Remedies

• Consideration of relevant implied and statutory warranties and required compliance
• Making sure your client understands the warranties – advice and review
• Cases and examples

Session 2: Contractual Risk Allocation Tools: Drafting Guarantees and Indemnities

Accepting liability, even of a limited nature, under a contract brings with it potentially onerous consequences and, as a result, precise and thorough drafting of such clauses is essential. This session provides a deep-dive into the drafting of guarantees and indemnities and associated guidance practitioners need to provide their clients, including:

• Guarantees and indemnities as risk allocation tools

• The characteristics of a guarantee and appropriate circumstances to provide one
• Essential features of a guarantee, including:

• Default trigger and process
• Guarantor’s obligations

• Legal requirements for enforceable guarantees
• Lessons from litigation
• When to include an indemnity in a contract – assessing potential loss or damage and risk allocation
• Key indemnity drafting considerations including:

• Types of indemnities
• Nature and extent of potential loss
• Mitigation obligations
• The availability of common law remedies
• The impact of insurance

• Negotiating indemnities and relationship management
• Relevant cases and examples

Session 3: Tears Before Bedtime: Drafting Effective Early Termination Clauses

All contracts come to an end eventually, often by completion but also by early termination. This session will explore options for drafting effective early termination clauses in contracts, including:

• In what circumstances should an early termination clause be used in a contract?
• Considering alternatives to early termination to keep the contract on foot, such as ADR
• Anticipating the circumstances and consequences of early termination on:

• The parties
• Stakeholders
• Third parties

• Termination for convenience – notice periods and other consequences
• Termination with cause – what will allow a party to terminate?
• Is rectification possible?
• Factoring in common law termination
• Case examples for assisting drafting