Course Description

As the business world gets more complex, ensuring smooth and uninterrupted operations coupled with long-term relationships with all parties is extremely critical.

Contracts are now considered vital as they not only instill high levels of confidence in the organisation one deals with, but also save the time and effort one might face in dealing with unpredictable concerns and arguments.

This course is a cutting edge course that will equip you with an understanding of the different legal systems and practices in place in the region. It will also guide you through a step by step process to understand, draft and negotiate a successful contract and at the same time clearing up any queries.

This course will add long term benefit to your profile irrespective of the industry you belong to as you will gain insight into contract issues by identifying correct contract clauses, terms and conditions. You will no longer need to fear the repercussions of incorporating wrong terms or conditions but instead will gain skills to meet your specific needs.

Properly drafted and well managed contracts are a pre-requisite for all successful business interactions. Your attendance for this course will ensure that the interests of your organisation are well protected and also to strengthen your expertise to build sound contractual relationships.

Course Objective

Who Should attend?

This informative course is designed for managers who need to negotiate contracts, terms and discounts with outside suppliers of goods and services or manage contractor performance. This will include purchasing, sales or marketing managers, and supervisors and staff taking up such appointments for the first time. It will also be of benefit to those who have had little formal training in contracts, purchasing and negotiation and who wish to consolidate their experience.

Course Outline

Introduction and Overview
• Contractual relationship: what is a contract?
• Role of the contract: why do people enter into contracts?

Backdrop To Contracts: Overview Of The Legal System
• Different legal systems
  – Anglo-American legal tradition – "Common law”
  – French legal tradition – "Civil law”
  – Islamic legal tradition – "Shari’ah”
• Legal system of the United Arab Emirates
• Legal systems of neighboring countries
• International treaties
• Common principles

Basic Concepts
• Types of entities
  – Partnerships
  – LLCs
  – Other forms of companies
• Contract formation
  – Offer and acceptance
  – Consideration
  – Objectives and purpose
• Oral contracts and written contracts
• Formal attributes
  – Witnesses
  – Authentication
  – Stamps and seals
• Parties
  – Identity
  – Capacity
  – Authority

General Principles Of Contract Drafting
• What must be covered?
• What is optional?

Taking the Mystery out Of the Contracts: Specifi c Parts of the Contract and What They Mean
• Preamble
• Recitals
• Definitions
• Responsibilities of the parties
• Term and termination
• Representations, warranties and covenants
  – What is the difference between a representation, a warranty and a covenant?
  – What is the purpose of these clauses?
  – Some common examples and what they mean
     - Due incorporation, valid existence, good standing
     - Corporate authority and corporate consents
     - Governmental permits or consents
     - Conflicting agreements
     - Liens, litigation and other matters
     - Compliance with law
     - Ownership of intellectual property
• Conditions
  – Condition precedent
  – Condition subsequent
• Insurance
• Indemnification
• Confidentiality
  – Confidentiality obligations
  – Standard expectations
• How to approach dispute resolution once a dispute arises
• Dispute resolution
  – Governing law
  – Choice of forum
• The miscellaneous section – common clauses
  – Integration (the "Entire Agreement” clause)
  – Notices
  – Severability
  – Exclusive remedies
  – No waiver
  – Assignment
  – Heirs, successors and assigns
  – Language
  – Interpretation
  – Exclusion of consequential damages
  – Survival
  – Interpretation (descriptive headings; gender and so forth.)
  – Calendar and dates
• Schedules, exhibits and appendices

Focus On Important Clauses
• Definitions
  – What needs to be defined?
  – Consistency
• Term
  – Fixed term
  – "Evergreen” (automatic renewal) vs. automatic termination
  – Renewal terms
  – What happens after expiry?
• Termination
  – Breach, events of default
  – Consequences of breach
  – Consequences of termination
• Representations, warranties and appendices
  – Common reps, warranties and covenants
  – Special reps, warranties and covenants
• Insurance
  – Obligation to insure
  – Proof of insurance
  – Additional insured
  – Waiver of subrogation
• Indemnification
  – Who indemnifies?
  – Who is being indemnified?
  – Against what is (s)he or they being indemnified?
  – Exceptions and exclusions
• Confidentiality and related clauses
  – Confidentiality
  – Covenant not to compete
  – Non-solicitation
• Governing law
  – What law applies?
  – What law should apply?
• Choice of forum
  – Arbitration
  – Courts
  – Exclusive jurisdiction
  – Exceptions
• Creative means for dispute resolution
• Notices
• Language: to translate or not to translate?
• Standards, specifications and performance criteria

Types Of Contracts And Special Considerations
• Partnerships, shareholder agreements and joint ventures
• Agency and distributorship agreements
• Intellectual property licensing agreements
• Franchising agreements
• Contracts for the sale of goods
• Contracts for the sale of services
• Construction contracts
• Loans and financing agreements
• Payment and performance guarantees
• Letter of intent; memorandum of understanding

Standard Terms And Conditions
• Pre-printed forms
• Whose terms and conditions? "Battle of the Forms”

E-Commerce
• Electronic signatures
• Data stored electronically
• Contract formation
• Jurisdiction
• Shrink-wrap and click wrap

Model and Template Contracts
• Models
• Templates