| Contracts are used in commerical situations for
two primary purposes: (1) to create a record of the terms of the agreement
between the parties, and (2) to protect the legitimate interests of those
parties. Striking the appropriate balance between these is the challenge,
often unappreciated, of the person drafting the contract. This program
is designed to help those involved in all stages of the contracting process
to understand, anticipate and manage the consequences of the contracting
process.
Moreover, we will address the tension between commercial and legal
interests and suggest methods of rationalizing, if not satisfying, the
objectives of both perspectives.
PARTICIPANTS WILL LEARN:
- Why you should understand contract law before you create the contract
- The principles of contract law that must be incorporated into all of your agreements
- Why prevention should be your overall objective in creating a contract
- How to protect your company’s interests without killing the deal
- How to effectively and efficiently make use of forms and existing contracts
- The meanings and usage of legal terms that impact your contracts
- Why the contract for goods will differ from the contract for services
- How to minimize conflicts between your boilerplate and theirs
- How to create a contract that is clear and well accepted in commercial settings
WHO SHOULD ATTEND:
Anyone who is involved in or will have responsibility for negotiating, developing, writing or managing contractual relationships, whether for goods or services. This includes people involved in the purchasing, engineering, operations, maintenance, supplier management, customer service, materials management, and financial functions. Prior exposure to contract law through study or on-the-job experience would be an asset for program participants.
WORKSHOP OUTLINE:
1. WRITING THE CONTRACT
- Key Elements
- Where to Get Help When You’re Stuck
2. FUNDAMENTAL PRINCIPLES OF CONTRACTS
- Review of basic contractual principles
- Key issues in contractual interpretation
- Know your audience
3. TWO BASIC GOALS OF CONTRACT WRITING
- Memorialize the essential terms
- Provide certainty
4. GUIDELINES FOR USING FORMS AND EXISTING CONTRACTS
Learn To:
- Compare the Facts
- Understand the business side of the transaction
- Understand the law affecting the transaction
- Update the language
5. THE STRUCTURE OF THE CONTRACT
- The role of structure
- Sample structure and examination of component parts
6. CONTRACT LANGUAGE
- Guidelines for drafting
- In-class drafting exercises will be used to illustrate the guidelines
7. THREE TYPES OF WRITTEN AGREEMENTS
- Agreed-upon terms
- Adhesion contracts
- Battle of the forms
- Understanding and dealing with each type
8. SAMPLE TERMS AND CONDITIONS
- What do those boilerplate terms mean?
Throughout the program you will be given an opportunity to exercise your own contractual interpretation and drafting skills through hands-on exercises.
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