Drafting and negotiating preliminary agreements: CDAs, options and MOUs

About this Course

Before entering into a significant commercial contract, parties sometimes sign preliminary agreements. They may wish to disclose confidential information to one another, which will help them to decide whether to enter into a substantive agreement. Before doing so, they should sign a confidentiality agreement (also known as a CDA or NDA). One or more parties may wish to have the certainty that they are in exclusive negotiations and that they are not wasting their time by talking to the other party. They may wish to record and summarise the key commercial points of the deal before instructing lawyers and negotiating the full contract terms. That summary document may have a variety of names, including memorandum of understanding (MOU), heads of agreement, heads of terms, term sheet or letter of intent.

This half-day course (3 hours’ CPD) provides training and practical exercises in the drafting and negotiation of preliminary agreements, including confidentiality agreements (CDAs), exclusivity and option agreements, and MOUs and similar documents.

We discuss the main legal, commercial, drafting and practice issues affecting each of these types of agreement, and look at the wording of sample clauses and agreements.

No prior experience of these agreements is required, but attenders are likely to gain more benefit from the discussion if they have been involved in drafting or negotiating them. The course is suitable for lawyers, commercial managers and those in technical roles (eg project managers and scientists).

Specific topics to be considered in the course will include:

• Why are CDAs needed? When should they be used?
• Why are options and exclusivity terms agreed? Are they precise enough?
• What is the point of MOUs and similar documents, if they are not binding?
• Use of template agreements, and standard terms
• Dangerous terms that should be avoided.
• Negotiating issues that frequently arise and how to deal with them.
• Associated legal issues
• Drafting tips and pointers

Preparation for the course

Although not essential, attenders may find it helpful to read the following practitioner texts as preparation for the workshop:

Drafting Confidentiality Agreements by Mark Anderson and Victor Warner, 3rd edition Law Society Publishing

Learning Outcomes

At the end of the course, attenders should have a better and more detailed understanding of the terms of various types of preliminary agreement, certain drafting and negotiating issues that arise, some typical provisions that are encountered, and how to analyse and assess such provisions. Attenders should have greater confidence in challenging badly-drafted provisions and protecting their organisation’s interests in relation to such agreements.

This course can be taken as a full day course with:
Drafting and Negotiating Research Agreements: Non-IP Terms (31 October from 13:00 – 16:45)

The programme

Queries

If you have any queries about this course please contact Lisa Penfold at the UCL Faculty of Laws by emailing lisa.penfold@ucl.ac.uk