MODULE 1: DRAFTING NUANCES AND CORE PROVISIONS

• Recap of Basic Concepts of Contract Drafting Nuances including Language of Performances /Obligations/ Prohibitions/Discretion/ Declarations and Acknowledgment and Policies
  
• Drafting Conditional Language
  
• Understanding the use of IF/Then/SHALL
  
• When not to use the Conditional Language
  
• Drafting Language of Exceptions and Subordination in Clauses
  
• Drafting Trumping Language in Contracts

MODULE 2: DRAFTING FOR CLARITY IN CONTRACTS

• Rules for Clarity
  
• Clarifying Ambiguities and Vagueness including understanding the concepts of “And,” “Or,” and “And/ Or” Ambiguities /Formulas/Legal Archaisms / References to Time concepts
  
• The concept of “Deemed”

MODULE 3: RULES FOR DRAFTING COMMERCIAL OBLIGATIONS

• Understand rules governing drafting Operative provisions and sequencing of main obligations and framing schedules;
  
• Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
  
• Drafting using Conditional Language including understanding the relationship between the Conditional Language, the Subordinator and the Matrix Clause
  
• The relevance of Escape Clauses

MODULE 4: ESSENTIAL ELEMENTS IN CONTRACTUAL OBLIGATIONS
Assembling Contracts

• Establishing the terms of the contract and their meaning;
  
• Rules governing Express Terms including who has the benefit of doubt in a conflict;
  
• How to handle Express and implied terms in one clause;
  
• The ejusdem generis rule;

MODULE 5: DRAFTING OBLIGATIONS AND SCOPE OF SERVICES
Rules to prepare Commercial Obligations

• Who should the parties be?
  
• Commencement, duration, extension of term;
  
• Getting the scope and requirements right
  
• Knowing the rules on how to manage changes in agreements;
  
• Measuring Performances in Obligations;
  
• Using Boiler plate words into Obligations and the effect of that on the overall contract;

MODULE 6: PURCHASE ORDERS/ PRICE AND PAYMENT

• Contractual Nature of Purchase Orders

Types of Liability of Parties and Payment provisions;

• Drafting out Payment Clause and Performance Obligations
  
• The effect of S.56 of Contracts Act 1950 on time of essence clauses and compensation.

MODULE 7: RISK EXPOSURE AND ASSESSMENT TOOLS – DRAFTING GUIDE WITH SAMPLES

• Limitation of Liability and ideas of Carve-outs
  
• Drafting out Consequential and Indirect Loss clauses
  
• Providing for a Damages Cap and commonly used examples of Cap
  
• Constructing Exclusion Clauses;
  
• Different types of Exclusion and Limitation of Liability Clauses
  
• Contract Drafting guidelines on scope of risk in exclusion clauses including the treatment of direct loss, Consequential loss and indirect loss.

MODULE 8: WARRANTIES

• Key Principles in Warranties;
  
• Difference between Warranty and Indemnities in relation to awards of damages claimed;
  
• Survival of Warranties – Best Practices for Disclosures

MODULE 9: DRAFTING GUIDELINES FOR INDEMNITIES

• Types of indemnities;
  
• Rules for scope of definition of indemnity losses;
  
• The procedure for compensation for Indemnities
  
• The role of mitigation of loss and calculation of limitation
  period in Indemnity clauses;

MODULE 10: DRAFTING GUIDELINES FOR BOILER PLATES

• What to add in Force Majeure clauses.
  
• The period of performance and the effects beyond termination;
  
• The effect of contracting out of the force majeure clause;
  
• Matters to take into account when invoking the force majeure clause;
• Terminating lawfully and consequences of Termination [Sample provided] Drafting ideas for Termination clause
  
• Provisions to be written into Termination clause including the survival of essential parts of Agreement;