Drafting Commercial Contracts for Maximum 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: Drafting and Relying Upon Effective Termination Clauses

When a contract is breached, the non-defaulting party has a range of options available, including terminating the contract. However, the termination process can be fraught with litigation risk. It can ultimately hinge upon the reliance of a well-drafted termination clause. This session examines how to prepare effective termination clauses in your commercial agreements, as well as how to effectively exercise termination rights. It covers:

• Drafting effective termination clauses
• Circumstances of termination
• Termination versus rescission, issues that may influence
• Restrictions on termination and rescission
• Reducing risk in terminating a contract including limiting litigation risk
• Avoiding mistakes in exercising termination rights