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Drafting ‘Legal’ Clauses in Commercial Contracts

  • 7 hours
  • 1 day
  • 05 March 2019

Overview

This one-day course provides training and practical exercises in the drafting of ‘legal’ clauses in contracts.

The course covers:

  • warranties, indemnities and limitation of liability in the morning
  • boilerplate clauses, including entire agreement, force majeure and law and jurisdiction in the afternoon

For each topic, you'll learn the meaning of the term used, how the courts interpret it and relevant practice points, and discuss examples of drafting.

Course content

Topics covered by the course 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're needed, and associated practice points
  • Drafting tips

Who this course is for

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.

This course considers the legal and commercial context of the clauses and discusses how to draft them - the focus is on technical skills and not on commercial positions.

Learning outcomes

By the end of this course you should have a better understanding of:

  • risk-management provisions and certain boilerplate provisions in contracts
  • the meaning of legal terminology and its correct usage in such provisions
  • negotiating issues that can arise
  • typical provisions that are encountered and how to analyse and assess such provisions
  • case law on interpreting such provisions

You should also have greater confidence in challenging badly-drafted provisions and recognising when 'conventional wisdom' is not supported by case law.

Pre-course preparation

Although not essential, you 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)

Cost and concessions

The standard fee is £600.

Discounts are available for:

  • UCL Alumni
  • UCL Institute of Brand and Innovation Law sponsoring firms
  • group bookings

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Course team

Mark Anderson

Mark is a practising solicitor, who is recommended in Chambers Directory for both life science transactions and IP. He's 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's a Certified Licensing Professional (a qualification established by the Licensing Executives Society (US and Canada)) and a Registered Technology Transfer Professional.

He's 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: a Law Society Excellence Award (Highly Commended) in the Learning and Development category, and a UCL Provost’s Teaching Award.


Course information last modified: 11 Dec 2018, 15:17

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