Strategies for Drafting Commercial Contracts

20-21 Sep, 2021, Virtual Classroom Training

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AMBIGAH KRISHNAN, Advocate & Solicitor
LL.B (Hons) (London), Certificate In Legal Practice (Malaysia), TESOL (Canada)

 

Ambigah Krishnan has more than 15 years of training and corporate experience on Law topics. She is a PSMB licensed corporate trainer [Licence No TTT/3886] and Lawyer who was called to the Malaysian Bar in 1996 and admitted as Advocate and Solicitor of the High Court of Malaya and is practising under Tetuan Ambigah Krishnan & Co, Peguambela & Peguamcara. She has vast professional experience in the training industry. She has excellent communication, writing, people and class management skills.

 

WORK EXPERIENCE
Ambigah Krishnan is an experienced lawyer and trainer and has been involved in Contract Law, civil litigation, Risk compliance including Anti Corruption/Anti Bribery and areas of Fraud prevention, Employment Law and IR, company matters, corporate, banking issues and Testamentary issues including the writing of Wills.

 

AREAS TRAINED
Ambigah Krishnan conducts seminars for Drafting / Writing Commercial Contracts Advance Level, Contract Management, Purchasing Contracts and issue of liability for Vendors, Suppliers and Procurement Managers, Tenancy and Leases law and Procedure, Seminar on Prevention of Staff Fraud in association with PDRM, Anti-Corruption and Corporate Liability under MACC Act 2009/2018, the Personal Data Protection Act 2010 & Standards 2015 and Personal Data Protection Compliance implementation, Employment law and Industrial Relations law including mock Industrial hearings of Domestic Inquiries, Law relating to Termination under Labour laws, Employment Law for HR and Non HR Managers, Grievance Handling , EU GDPR 2018 including conference speaker for APAC, Information Security Training; Entrepreneur seminars for fresh graduates and business community. Ambigah Krishnan trains in West Malaysia, Sabah, Sarawak and Brunei Darussalam.

 

BENEFITS OF HIRING MS. AMBIGAH KRISHNAN
Ms. Ambigah’s forte in conducting legal programs is that she enhances Legal programs with Legal Practitioner’s advice and opinions. She also shares her experience as Legal advisor and Litigation lawyer to be part of teaching of legal programs.
She is able to combine the elements taught in a specific program both soft skills and Legal with real life requirements for those on the job.

 

INDUSTRY EXPERIENCE
Trained for Telecommunication sector, Health sector, Finance sector, Government of Malaysia, Insurance sector, Government Linked Companies, Auto Industry sector Manufacturing sector and Oil & Gas Industry.

 

SOME OF THE CORPORATE ENTITIES INCLUDE:
Asia Pacific Member Countries [APAC], Apex Healthcare Berhad, University College of Technology Sibu, Mitsubishi, Hua Wei Technologies, MAXIS, Boustead Heavy Industries Corporation Berhad, Sarawak Economic Development Corporation, Samsung [LEGAL DEPARTMENT], Bank Negara, Labuan Financial Services Authority, Warisan Harta Sabah Sdn Bhd, International Shipcare Sdn Bhd, Allion Kitigan & Partners, C.K Ngar & Co, Lim Chung & Zakaria, J.T.Kulia & Co, Lind Willie Wong & Chin, Mitra Malaysia Sdn Bhd, Penang Medical College, Miki Share service centre Sdn Bhd, Male’Water & Sewerage Company Pvt.Ltd Maldives, PLUS Berhad, EXIM Bank, IMU, Best Westin, Medivest Sdn Bhd, InterContinental Hotel, UEM Agenta, Cradle Fund [Ministry of Finance Government of Malaysia], Emery Oleochemicals [M] Sdn Bhd, Spirax Sarco Sdn Bhd, Kraiburg Sdn Bhd, Weida Integrated Industries [Sarawak] Sdn Bhd, Ho & Siong [Brunei], University Brunei Darulsalam, PWD Government of Brunei, Syarikat Bekalan Air Selangor Sdn Bhd, Coway [M] Sdn Bhd, Kumpulan Darul Ehsan Berhad, Q-Value Add Sdn Bhd, Ng Hong Huwan, IDOTTV Sdn Bhd, ACFM Engineering & Construction Sdn Bhd Sarawak, Daya Builders Sdn Bhd, Ms Gala & Tomik Advocates, Saradise Sdn Bhd, Titanium Project Management Sdn Bhd, Syarikat SESCO Berhad, Instacom Engineering Sdn Bhd, Bernas, Tenaga Nasional Berhad. Media Prima Berhad, SACOF SND BHD, Kendek Products Sdn Bhd, E&P O&M Services Sdn Bhd, ELEKRISOLA [MALAYSIA] Sdn Bhd, Essem Corporation Sdn Bhd, CIC Environmental [Brunei], Syarikat Takaful Brunei Darussalam, Jurutera OMC Brunei, Jerudong Park Medical Centre Brunei, CENERGI Sdn Bhd, HRSB Holdings Sdn Bhd, Koperasi Kakitangan Petronas Berhad, LES’ COPAQUE Sdn Bhd, ORASKO Trading Sdn Bhd, SAMSUNG SDI ENERGY Sdn Bhd, SAMSUNG CORNING[MALAYSIA] Sdn Bhd, SARAWAK shell Sdn Bhd, TECHNOLOGY DEPOSITORY AGENCY, THE INTERNATIONAL SCHOOL OF KUALA LUMPUR [ISKL], BRAC Bangladesh.

Venue Details

Virtual Classroom Training

Contact us

Juliany,
03 2283 6109
juliany@ipa.com.my

Phoebe,
03 2283 6100
phoebe@ipa.com.my 

FOR CUSTOMISED IN-HOUSE TRAINING
Jane,
03 2283 6101
Jane@ipa.com.my

ADDRESS 
A-28-5, 28th Floor, Menara UOA Bangsar, 
No.5, Jalan Bangsar Utama 1, 
59000 Kuala Lumpur
www.ipa.com.my

FOCUSING ON
  • Module 1: Drafting Nuances And Core Provisions
  • Module 2: Drafting For Clarity In Contracts
  • Module 3: Rules For Drafting Commercial Obligations
  • Module 4: Essential Elements In Contractual Obligations
  • Module 5: Drafting Obligations And Scope Of Services
  • Module 6: Purchase Orders/ Price And Payment
  • Module 7: Risk Exposure And Assessment Tools – Drafting Guide With Samples
  • Module 8: Warranties
  • Module 9: Drafting Guidelines For Indemnities
  • Module 10: Drafting Guidelines For Boiler Plates
OVERVIEW

In today’s highly competitive and cost-conscious environment, knowing how to draft commercial contracts including Business, Supply and Sales Contracts is an important part of business activity. It is vital that contracts be aligned with business expectations as if it is not drafted as needed, the contract will fail to perform. It is important to translate the business deal into contract concepts using proper contract drafting techniques and rules.

 

It requires legal and Non-professionals to be well versed with the drafting techniques of commercial contracts to foresee the risk and balance the risk allocation and have analytical thinking to handle contracts in the best interest of their organization.

 

This course is for any professional who wants to learn and understand the writing of these types of commercial contracts.

AFTER ATTENDING THIS COURSE YOU WILL RETURN TO YOUR JOB…
WHO SHOULD ATTEND
  • Directors
  • Managers & Head of Departments
  • Procurement Officers
  • Contract Managers/Officers
  • Legal Executives
  • HR Personnel
  • Business Development Managers
  • Anyone dealing with Contracts
METHODOLOGY
The course will involve interactive lectures, discussions, presentations and individual question and answer sessions. There will be a workshop on the drafting of clauses and samples will be provided.
DAY 1
9:00

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


10.45

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”
12.00

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
1:00 Lunch
2:00

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;
3:45

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;
5:00 End of Day 1
DAY 2
9:00

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.


10.45

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.
12.00

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
1:00 Lunch
2:00

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;
3:45

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;
5:00 End of Course