Legal English: Drafting, Contracts and Advanced Negotiation In Nairobi; Mombasa : Kenya 

This full, intense and interactive 10-day Legal English, Drafting, Contracts and Advanced Negotiation Skills course is designed to identify the forming of enforceable contracts, common drafting errors, improve and practice writing and drafting skills, practice and advanced negotiation skills in English. In addition, address current practice in key areas of English law as used in international commercial contracts. All led by an international specialist in the field by the methodology of applied accelerated learning.

  COURSE OBJECTIVE

By the end of the course, participants will have been taken through:

Learn how to avoid common drafting pitfalls

Understand the structure and terms that are common to contracts in English

Learn advanced negotiation skills (for commercial matters and dispute resolution) in English and develop an effective communication and negotiation style

Strengthen your knowledge of complex contractual terms including indemnities, warranties and exclusion clauses, force majeure clauses in an ever-changing global scenario

Highlight selected key comparative differences between Common Law with comparisons to Civil Law jurisdictions

Consider the distinction between direct, indirect and a consequential damage

Courts attitude and interpretation of exclusion clauses

Refresh your knowledge of the law surrounding breach, termination and liquidated damages, enabling you to draft tighter provisions and ensure greater protection for your stakeholders

Share the knowledge and experience of peers from different countries and sectors

 

DURATION

10 days

 

WHO SHOULD ATTEND

Heads of legal

In-house counsel

Contracts directors and managers

Commercial directors and managers

Senior business development executives

Private practice lawyers

Professional advisors

 

COURSE CONTENT

CONTRACTS and CONTRACT DRAFTING

Introduction

Structure of Course

Expectations

Contract of Group

Formation of Contract

What is a contract?

Making a binding and enforceable contract

6 components

Offer

Acceptance

Consideration

Deeds

Limitation periods

Preliminary agreement forms

Memorandum of understanding

Letter of intent

Heads of Agreement

Term sheet

Authority to proceed

Scope of work

Subject to contract

Confidentiality agreements – drafting workshop

Purpose

Types of information they protect

Causes of breach

What information cannot be disclosed

Enforcement

 

 

Structure and format of agreements

Parties

Recitals

Interpretation

General terms

Commercial terms

Industry specific terms

Intellectual property

Third party rights

Schedules

Execution

Tyranny of Standard Forms

 

Checklist and procedures for drafting - Workshop

Standard terms and battle of the forms

Style guides and best contract style

Checklist for drafting agreement

Contra Proferentum

Parol evidence rule

Prior negotiations rule

Implied terms

 

Common terms and phrases

“Best or reasonable endeavors”

Joint and several

“Time is of the essence”

Warranties

Indemnities and limitation of liability clauses

Termination clauses

“Subject to contract”

 

Direct, indirect damages and consequential loss

Types of damages

Damages for breach of contract

Back-to-back contracts

Physical damages

Costs and expenses

Waste

Loss of profit

Consequential losses and expenses

 

Warranties, Representations, Guarantees & Indemnities - Workshop

·         Definitions and identification

·         Pointers to distinguish and negotiation

·         Warranties

·         Representations

·         Guarantees

·         Indemnities

·         Entire agreement clauses

Exclusions Limitations of Liability, Liquidated and Ascertained Damages and Penalties

·         Liability for personal injury or death

·         Liability for late delivery, performance or similar

·         How to limit the maximum aggregate damages

·         Examples of limitation of liability clauses

·         Liquidated and Ascertained Damages

 

Exclusions Limitations of Liability, Liquidated and Ascertained Damages and Penalties - Workshop

Introduction – Negotiation Essentials

·         What is Negotiation?

·         Framework for Negotiation

·         Simulation

·         Negotiation Objectives

·         Creating Value

·         Maximizing Value

·         Claiming Value

·         Examples of Value

 

Negotiation Strategy

·         BATNA

·         Reservation price

·         ZOPA

·         Diagnostic – Know Your Dominant Negotiating Style – And Recognize Others Style – Broadening and Adapting Your Style

 

Key Negotiation Behaviors

·         Listening

·         Asking Questions

·         Body Language

·         Direct and Indirect Communication

·         Negotiating face to face, by phone and by email

·         Power, Interests and Positions

·         Preparation – Developing a Scoring System

·         Bargaining and Haggling

·         Offers and Anchors

 

Force Majeure, Frustration and Economic Hardship

·         The concepts of Force Majeure and Economic Hardship

·         Doctrine of Frustration

·         Changing circumstances and unforeseen events

·         Hardship clauses

·         Defining the events

·         Typical claims

·         The termination periods

·         Re-execution/re-negotiating

·         Drafting Workshop

 

Termination

·         Reasonable notice

·         ‘Triggers’ for termination

·         Change of control

·         Insolvency

·         Surviving rights

·         Duty of co-operation

 

Boilerplate – Sample Clauses and Pointers

·         Agency/Partnership

·         Assignment and sub-contracting

·         Counterparts

·         Entire agreement

·         Insolvency and bankruptcy

·         Communication notices

·         Set off

·         Severance clause

·         Waiver

 

Exit strategies, Choice of Law, Jurisdiction and Dispute Resolution

·         Legal basis

·         Applicable law in the absence of choice

·         Limits of choice of law

·         Choice of arbitration; drafting of an arbitration clause; avoiding pathological clauses

·         Alternative dispute resolution – conciliation, mediation and ADR

·         Enforcement: The New York Convention and beyond

GENERAL NOTES

·         This course is delivered by our seasoned trainers who have vast experience as expert professionals in the respective fields of practice. The course is taught through a mix of practical activities, theory, group works and case studies.

·         The participant must be conversant with English.

·         Upon completion of training the participant will be issued with an Authorized Training Certificate

·         Course duration is flexible and the contents can be modified to fit any number of days.

·         The course fee includes facilitation training materials, 2 coffee breaks, buffet lunch and a Certificate upon successful completion of Training.

·         One-year post-training support Consultation and Coaching provided after the course.

·         Payment should be done at least a week before commence of the training, to DATASTAT CONSULTANCY LTD account, as indicated in the invoice so as to enable us prepare better for you.