Introduction to Contracts

DAY ONE:

09:45 Introduction to day’s course
Overview of managing and administering contracts
What makes it a binding a contract?
Different types of contract and non-contract

10:00 Why are contracts written this way?
Typical contract formats
Legal language and terminology
Techniques for drafting clear contracts – avoiding the whereases and hereinafters

[Short comfort break at about 11:15]

11:30 Negotiation and signature of contracts
Avoiding premature contractualisation – “subject to contract” etc
Approval and signing formalities, witnessing, notarisation
Practical aspects of making sure the contract is properly executed

[Short comfort break at about 12:00]

12:10 Administration of existing contracts
Responsibility for (a) managing, (b) administering contract
Maintaining original contracts; pdf copies of signed versions
Recording key events and obligations; contracts databases
Contract negotiation files; archiving and destruction
Contract amendments

12:40 Practical exercises; discussion of answers to exercises

13:00 End of First Day

DAY TWO

10:00 Termination of contracts
Sending a valid notice of termination – what does the contract require?
Calculation of time periods (e.g. “3 months’ notice”)
Consequences of termination – actions

10:30 Contractual disputes
Different types of dispute
Practical steps for dealing with disputes; protecting your organisation’s legal position
“Privileged” and “without prejudice” correspondence
Different types of dispute resolution, including mediation, arbitration and litigation – which method (and location) is preferred?
What will your lawyers need from you if a dispute arises?

[Short comfort break at about 11:00]

11:40 Interpretation of contracts by the courts
How is contractual wording interpreted?
Words that have a special legal meaning, eg indemnities, warranties, representations

[Short comfort break at about 12:00]

12:10 Group discussion of a detailed contract

13:00 Course ends

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) and a Registered Technology Transfer Professional.

Trainer: He has run CPD courses on IP and contract subjects since the 1990s. He is a visiting lecturer at the UCL Faculty of Laws, and is the course director of a 5-day course, Intellectual Property Transactions: Law and Practice, which is run by UCL’s Institute of Brand and Innovation Law. This course has won two awards: (1) a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and (2) a UCL Provost’s Teaching Award.

Drafter: He and his colleagues have drafted hundreds of precedents for commercial contracts, including IP contracts, which have been published by OUP, LexisNexis and others.

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. These include:

1. Technology Transfer (3rd edn, Bloomsbury, 2010). ‘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)
2. Drafting and Negotiating Commercial Contracts (3nd edn, Bloomsbury, 2010). ‘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).
3. Execution of Documents (2nd edn, Law Society, 2008). ‘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)
4. A-Z Guide to Boilerplate and Commercial Clauses (3nd edn, Bloomsbury, 2010). ‘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).

Standard Ticket = £600
IBIL Sponsor / UCL Alumni / Universities, NGOs / NHS = £510

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.

General
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 laws-events@ucl.ac.uk (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
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).

Illness
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 (laws-events@ucl.ac.uk or the event contact person) three full working days prior to the event.

Unforeseen circumstances
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 lisa.penfold@ucl.ac.uk