Online Course | Drafting “legal” clauses in commercial contracts
18 October 2022–19 October 2022, 10:00 am–1:15 pm
This 6-hour virtual course provides training and practical exercises in the drafting of ‘legal’ clauses in commercial contracts.
UCL Laws Events
18 & 19 October 2022 (from 10:00 - 13:15 each day)
About this course
On day one, we focus on warranties, indemnities and limitation of liability. On day two, we move on to boilerplate clauses, including entire agreement, force majeure and law and jurisdiction. For each topic, we explain the meaning of the term used, how the courts interpret it, and relevant practice points, and discuss examples of drafting.
The course is designed for lawyers and commercial managers who have at least two years’ experience of drafting and negotiating contracts, and who wish to increase their technical understanding of legal clauses.
Please note that this course considers the legal and commercial context of the clauses and discusses how to draft them. In other words, we focus on technical skills and not on commercial positions, though the latter will be seen in some of the examples that we use. It is not a course on contract law (it is assumed you will have an understanding of this subject if you are drafting contracts) and we don’t attempt the impossible task of telling you what contract risks your organisation or client should find commercially acceptable. These points may seem obvious, but occasional experience of different expectations from a few attendees suggests that these points need to be made explicitly.
Specific topics to be considered in the workshop will include:
- The meaning of terms such as warranty, representation, covenant, term and condition
- Examples of good and bad drafting practice
- Techniques for limiting or extending the effect of warranties, indemnities and other terms
- International issues, including the use of US legal expressions such as “hold harmless”
- The purpose of boilerplate clauses, whether they are needed, and associated practice points
- Drafting tips
Preparation for the course
Although not essential, attendees may find it helpful to read the following practitioner texts as preparation for the workshop:
- Drafting and Negotiating Commercial Contracts, Mark Anderson and Victor Warner (3rd edition, Bloomsbury Professional, 2012)
- A-Z Guide to Boilerplate and Commercial Clauses, Mark Anderson and Victor Warner (3rd edition, Bloomsbury Professional, 2012)
Comments from previous attendees of this course:
- Excellent speaker. Very well explained – easy to follow and understand.
- Very useful course. Of particular relevance to me were refs/comparisons to other jurisdictions, especially the USA. Unexpected and refreshing for an English law course.
- Plenty of opportunity to ask questions and discuss.
- I feel far more confident [after attending course] that I know what the key issues and pitfalls are.
At the end of the course, attendees should have a better and more detailed understanding of risk-management provisions and certain boilerplate provisions in contracts, including the meaning of legal terminology and its correct usage in such provisions, certain negotiating issues that arise, some typical provisions that are encountered, how to analyse and assess such provisions, and some of the main case law on interpreting such provisions. Attendees should have greater confidence in challenging badly-drafted provisions and recognising when “conventional wisdom” is not supported by case law.
DAY ONE PROGRAMME: Warranties, liability and indemnities
- Why are these clauses needed? Why are they so difficult to understand
- Getting the client’s attention and instructions on complex “legal” clauses
10:15 Promises, promises
- Representations, warranties, covenants, undertakings, terms
- Conditions precedent and subsequent; promissory conditions; disclaimers
- Unknown facts: who should bear the risk?
- Different levels of warranty: absolute, best of knowledge, actual knowledge
- Exclusion of matters known to warrantee: due diligence and use of disclosure letters
- Other ways of qualifying warranties: time limits, lower and upper value limits
- Consequences of breach: termination, specific remedies, liability, indemnities
[Comfort break at around 11:00]
11:15 Promises, continued
11:45 Limiting, excluding and apportioning liability: liability and indemnity clauses
- Excluding and limiting liability, including: direct and indirect losses
- Apportioning liability, including: indemnities and hold harmless distinguished
- Relationship between liability and indemnity clauses
[Comfort break at around 12:00]
12:15 Drafting exercises on warranties, liability and indemnities; followed by answers
13:15 Day one ends
DAY TWO PROGRAMME: selected boilerplate clauses
- What is meant by “boilerplate” and where does the expression come from?
- Why are these clauses important? Which are the “core” clauses?
10:15 Discussion of law, practice and drafting issues affecting selected boilerplate provisions:
- Assignment and novation
- Best and reasonable endeavours
- Entire agreement; force majeure
- Interpretation; law and jurisdiction
- Notices; termination; third party rights
[Comfort break at around 11:00]
11:10 Discussion of selected boilerplate clauses, continued
[Comfort break at around 12:00]
12:15 Workshop on warranties
13:00 Course ends
- About the presenter - Mark Anderson
The course has been designed, and will be run, by Mark Anderson. His credentials are:
Solicitor: He is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He is recommended in the international guide, IAM Patent 1000, as a leading UK lawyer in the field of IP licensing. His blog on IP contracts, IP Draughts, was made a member of the Blawg100 by the American Bar Association in 2012. He is a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)).
Author: He is the author or co-author of 7 practitioner texts on IP and contract drafting subjects, published by OUP, LexisNexis, Bloomsbury and Law Society Publishing. They include:
Technology Transfer (4th edn, Bloomsbury, 2020). ‘All practitioners who deal with technology transfer arrangements in England and Wales should own a copy of this work.’ (Journal of E-commerce, Technology and Communications)
Drafting and Negotiating Commercial Contracts (4th edn, Bloomsbury, 2015). ‘It is one of the best, if not the best, texts on the principles of commercial drafting… The material is extremely well written and accessible.’ (Student Law Journal).
Execution of Documents (3rd edn, Law Society, 2015). ‘This is, for a highly technical law book, a riveting read. Keep it on your shelves and you’ll be confident that you will have the answer to most issues about how to make a legal document work.’ (New Law Journal)
A-Z Guide to Boilerplate and Commercial Clauses (4th edn, Bloomsbury, 2017). ‘An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts’ (the In-House Lawyer). ‘[The book] is very useful and I hope that it will reach a wider audience.’ (His Honour Humphrey Lloyd QC, The International Construction Law Review).
Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, which have been published by OUP, LexisNexis and others.
Trainer: He has run CPD courses on contract drafting subjects for the last 20 years, and is the course director of a 5-day course, Intellectual Property Transactions: Law and Practice, which is run by the Institute of Brands and Innovation Law at University College London
- Course delivery
This course will delivered via Zoom. You will need to download Zoom to your computer or use the online version of Zoom. You will be sent the meeting id number and password on the Friday before your course.
Course materials will be delivered to you via a dedicated sharepoint site for the course.
- Fees and Booking
Standard Ticket = £600 (inc VAT)
IBIL Sponsor / UCL Alumni = £510 (inc VAT)
- Cancellation and Refunds
All cancellations and refund requests must be made in writing 10 full working days (Monday to Friday) prior to the start of the event to firstname.lastname@example.org (or to the contact person for the event).
If the above notification period is not given, or in the event of non-attendance, then the following cancellation fee applies:
- £25 for a half-day workshop
- £50 for one day workshop
UCL Laws reserves the right to make changes to the programme, location and/or speakers without prior notice. Such alterations are occasionally necessary due to circumstances beyond our control.
During the event, please ensure that your attendance is noted each day to avoid being charged the cancellation fee - this will normally be by signing an attendance sheet at registration.
Refunds will be made to the payment method used for the original payment, ie if you paid via card you will receive your refund to your card, less any cancellations fees (if applicable).
In the event of non-attendance due to illness, a doctor’s certificate must be provided, otherwise the full cancellation fee will be charged. Individuals who withdraw after the start of an course will still be liable for the cancellation fee as outlined above.
Cancellation and non-attendance for paid events
An individual who has registered for an event who doesn't provide the required 10 working days notice and who fails to attend will NOT receive a refund. This is due to administrative, speaker and catering costs incurred by the department (and your place could have been allocated to another individual).
Attendees are welcome to send a substitute without incurring a charge, provided UCL Laws is notified in writing (email@example.com or the event contact person) three full working days prior to the event.
UCL Laws reserves the right to cancel or re-schedule an event due to unforeseen circumstances. In the unlikely event of cancellations, UCL Laws will refund the full amount of the registration fee (if applicable). However, personal expenses incurred by the attendee are non-refundable by UCL Laws.
If you have any queries about this course please contact Lisa Penfold at the UCL Faculty of Laws by emailing firstname.lastname@example.org