A step by step process to understand, draft and negotiate a successful contract!
Contract Drafting For Non-Lawyers
23 – 26 February 2014 The Address Hotel, Dubai Marina, Dubai UAE 21 – 24 September 2014 The Address Hotel, Dubai Marina, Dubai UAE
Helping you to effectively understand and negotiate contracts
Top 5 Learning Objectives 1. Understand the meaning and significance of common contract clauses 2. Identify essential contract clauses, terms and conditions 3. Establish the framework for sound contractual relationships 4. Achieve the confidence and skills to properly review, understand and negotiate effective contracts 5. Recognise the impact of different legal systems on contract drafting and interpretation
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23 – 26 February 2014 The Address Hotel, Dubai Marina, Dubai UAE
Contract Drafting For Non-Lawyers
21 – 24 September 2014 The Address Hotel, Dubai Marina, Dubai UAE
Course Timings: Registration will be at 08:00 on Day One. The course will commence at 08:30 and conclude at 14:30. There will be refreshment breaks at approximately 10:30 and 12.30. Lunch will be served at the end of each day’s session.
Course Overview As the business world gets more complex, ensuring smooth and uninterrupted operations coupled with long-term relationships with all parties is extremely critical. Contracts are now considered vital as they not only instill high levels of confidence in the organisation you deal with, but also save the time and effort one might face in dealing with unpredictable concerns and arguments. IIR’s Contract Drafting For Non-Lawyers is a cutting edge four day course that will equip you with an understanding of the different legal systems and practices in place in the Middle East. It will also guide you through a step by step process to understand, draft and negotiate a successful contract and at the same time ensure that the interests of your organisation are well protected and also to strengthen your expertise to build sound contractual relationships. Course Outline • •
Contractual relationship: what is a contract? Role of the contract: why do people enter into contracts?
Backdrop To Contracts: Overview Of The Legal System • Different legal systems - Anglo-American legal tradition – “Common law” - French legal tradition – “Civil law” - Islamic legal tradition – “Shari’ah” • Legal system of the United Arab Emirates • Legal systems of neighbouring countries • International treaties • Common principles Basic Concepts • Types of entities - Partnerships - LLCs - Other forms of companies • Contract formation - Offer and acceptance - Consideration • Objectives and purpose • Oral contracts and written contracts • Formal attributes - Witnesses - Authentication - Stamps and seals • Parties - Identity - Capacity - Authority General Principles Of Contract Drafting • What must be covered? • What is optional?
+971 4 335 2437
+971 4 335 2438
Taking The Mystery Out Of The Contracts: Specific Parts Of The Contract And What They Mean • Preamble • Recitals • Definitions • Responsibilities of the parties • Term and termination • Representations, warranties and covenants - What is the difference between a representation, a warranty and a covenant? - What is the purpose of these clauses? - Some common examples and what they mean - Due incorporation, valid existence, good standing - Corporate authority and corporate consents - Governmental permits or consents - Conflicting agreements - Liens, litigation and other matters - Compliance with law - Ownership of intellectual property • Conditions - Condition precedent - Condition subsequent • Insurance • Indemnification • Confidentiality - Confidentiality obligations - Standard expectations • How to approach dispute resolution once a dispute arises • Dispute resolution - Governing law - Choice of forum • The miscellaneous section – common clauses - Integration (the “Entire Agreement” clause) - Notices - Severability - Exclusive remedies - No waiver - Assignment - Heirs, successors and assigns - Language - Interpretation - Exclusion of consequential damages - Survival - Interpretation (descriptive headings; gender and so forth.) - Calendar and dates • Schedules, exhibits and appendices Focus On Important Clauses • Definitions - What needs to be defined? - Consistency • Terms - Fixed term - “Evergreen” (automatic renewal) vs. automatic termination - Renewal terms - What happens after expiry?
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Termination - Breach, events of default - Consequences of breach - Consequences of termination Representations, warranties and appendices - Common reps, warranties and covenants - Special reps, warranties and covenants Insurance - Obligation to insure - Proof of insurance - Additional insured - Waiver of subrogation Indemnification - Who indemnifies? - Who is being indemnified? - Against what is (s)he or they being indemnified? - Exceptions and exclusions Confidentiality and related clauses - Confidentiality - Covenant not to compete - Non-solicitation Governing law - What law applies? - What law should apply? Choice of forum - Arbitration - Courts - Exclusive jurisdiction - Exceptions - Creative means for dispute resolution Notices Language: to translate or not to translate? Standards, specifications and performance criteria
Types Of Contracts And Special Considerations • Partnerships, shareholder agreements and joint ventures • Agency and distributorship agreements • Intellectual property licensing agreements • Franchising agreements • Contracts for the sale of goods • Contracts for the sale of services • Construction contracts • Loans and financing agreements • Payment and performance guarantees • Letter of intent; memorandum of understanding
Meet Your Expert Course Leader Herbert S. Wolfson, is the Managing Partner of Emirates Law Network, an American law firm focusing on the United Arab Emirates and neighbouring countries. He began his career as a securities lawyer in Washington in 1990 and went on to practice in Riyadh, New York, Abu Dhabi, Dubai and Philadelphia. He has more than 15 years experience working in and with the Middle East. Herb serves as lead counsel for multinational corporate clients in transactions in the UAE and neighbouring countries. He has delivered lectures on UAE law in New York, Washington, San Francisco, Paris, Beijing, Kuala Lumpur and elsewhere and has provided expert testimony in US courts on commercial disputes governed under the UAE, Saudi Arabian and Egyptian legal systems. Wolfson’s publications include a detailed analysis (accompanied by his own English translation) of UAE Federal Law No. 4 of 2000, which established the Emirates Securities and Commodities Authority. He has a degree in law Magna cum Laude, as well as an undergraduate degree and a Master’s degree in Arabic, all from the University of Pennsylvania. In 2003, Herb was the lead drafter for a new contract law for the Government of Afghanistan. He was born and raised in New York and is licensed to practice law in Pennsylvania.
Who Should Attend? This informative course is designed for managers who need to negotiate contracts, terms and discounts with outside suppliers of goods and services or manage contractor performance. This will include purchasing, sales or marketing managers, and supervisors and staff taking up such appointments for the first time. It will also be of benefit to those who have had little formal training in contracts, purchasing and negotiation and who wish to consolidate their experience.
Standard Terms And Conditions • Pre-printed forms • Whose terms and conditions? “Battle of the Forms” E-Commerce • Electronic signatures • Data stored electronically • Contract formation • Jurisdiction • Shrink-wrap and click wrap
Would you like to run this course in-house?
Model And Template Contracts Understanding how to work with: • Model contracts • Template contracts
+971 4 335 2437
The in-house training division of IIR Middle East Tel: +971 4 407 2624 • Email: CTS@iirme.com www.iirme.com/cts
+971 4 335 2438
register@iirme.com
www.iirme.com/contractdrafting
Contract Drafting For Non-Lawyers
23 – 26 February 2014 The Address Hotel, Dubai Marina, Dubai UAE 21 – 24 September 2014 The Address Hotel, Dubai Marina, Dubai UAE
FIVE WAYS TO REGISTER IIR Holdings Ltd. P.O Box 9428 Dubai, UAE
+971 4 335 2437 +971 4 335 2438 register@iirme.com
www.iirme.com/contractdrafting
DISCOUNTS AVAILABLE FOR 2 OR MORE PEOPLE CALL – +971 4 335 2483 E-MAIL – a.watts@iirme.com Event
Course Fee Before 8 Decemeber 2013*
Course Fee Before 29 December 2013*
Final Fee*
US$ 3,995
US$ 4,495
US$ 4,795
Course Fee Before 6 July 2014
Course Fee Before 27 July 2014
Final Fee
US$ 3,995
US$ 4,495
US$ 4,795
Contract Drafting For Non-Lawyers (BC5268) 23 – 26 February 2014
WEB BC5268/BC5269
WOULD YOU LIKE TO RUN THIS COURSE INͳHOUSE?
Event Contract Drafting For Non-Lawyers (BC5269) 21– 24 September 2014
Course fees include documentation, luncheon and refreshments. Delegates who attend all sessions will receive a Certificate of Attendance.
*Book and pay NOW and bring your colleague for FREE on this course. Only applicable for February 2014 course
DELEGATE DETAILS
All registrations are subject to our terms and conditions which are available at www.iirme.com/terms. Please read them as they include important information. By submitting your registration you agree to be bound by the terms and conditions in full.
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A confirmation letter and invoice will be sent upon receipt of your registration. Please note that full payment must be received prior to the event. Only those delegates whose fees have been paid in full will be admitted to the event. You can pay by company cheques or bankers draft in Dirhams or US$. Please note that all US$ cheques and drafts should be drawn on a New York bank and an extra amount of US$ 6 per payment should be added to cover bank clearing charges. In any event payment must be received not later than 48 hours before the Event. Entry to the Event may be refused if payment in full is not received. Credit card payment If you would like to pay by credit card, please tick here and a member of our team will contact you to take the details
Cancellation If you are unable to attend, a substitute delegate will be welcome in your place. Registrations cancelled more than 7 days before the Event are subject to a $200 administration charge. Registration fees for registrations cancelled 7 days or less before the Event must be paid in full. Substitutions are welcome at any time.
Avoid Visa Delays - Book Now Delegates requiring visas should contact the hotel they wish to stay at directly, as soon as possible. Visas for non-GCC nationals may take several weeks to process. All registrations are subject to acceptance by IIR which will be confirmed to you in writing. Due to unforeseen circumstances, the programme may change and IIR reserves the right to alter the venue and/or speakers.
Event Venue: The Address Hotel, Dubai Marina, Dubai, UAE Tel: +971 4 436 7777 Accommodation Details We highly recommend you secure your room reservation at the earliest to avoid last minute inconvenience. You can contact the IIR Hospitality Desk for assistance on: Tel: +971 4 407 2693 Fax: +971 4 407 2517 Email: hospitality@iirme.com © Copyright I.I.R. HOLDINGS B.V.
IK/ST BU390905 Contract management
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