Essential Contract Drafting Skills & Negotiating a Contract

11-12 May, 2017, Hotel Istana

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AMBIGAH KRISHNAN LL.B (Hons) (London), Certificate In Legal Practice (Malaysia), TESOL (Canada) has more than 15 years of training and corporate experience on Law topics. She is a PSMB licensed corporate trainer [Licence No TTT/3886] and Corporate Legal Adviser who has vast professional experience in the training industry. She has excellent communication, writing, people and class management skills.

 

Work Experience:
Ambigah Krishnan is an experienced lawyer and trainer and has been involved in Contract Law, civil litigation, employment matters, Mergers & Acquisition, Employment Law and IR, company matters, corporate, banking issues and Testamentary issues including the writing of Wills. She has trained and lectured for private companies and government entities. Participants made up of managers, CEOs, CFOs, corporate and government support staff and executives.

 

She has trained for Telecommunication sector, Health sector, Finance sector, Government of Malaysia, Insurance sector, Government Linked Companies, Auto Industry sector Manufacturing sector and Oil & Gas Industry.

 

Areas Trained:
Ambigah has conducted seminars for Drafting Commercial Contracts and Terms, Contracts and issue of liability for Vendors, Suppliers and Procurement Managers, Employment law including mock Industrial hearings of Domestic Inquiries, Law relating to Termination under Malaysian Labour law, Employment Law for HR and Non HR Managers, Tenancy laws and Procedure, Seminar on Prevention of Staff Fraud in association with PDRM, the Personal Data Protection Act 2010 & Standards 2015 and Personal Data Protection Compliance implementation, Entrepreneur seminars for fresh graduates and business community.

 

She has trained for the Federation of Manufacturers of Malaysia (FMM) in areas of Contract Law.
She is also involved in advice and drafting of Human Resource policies and procedures and writing Human Resource Manual for the corporate sector.

 

Ambigah is also actively involved with her legal consultation especially in the corporate field.

 

Her Forte:
Ms. Ambigah’s forte in conducting legal programs is that she enhances Legal programs with Legal Practitioner’s advice and opinions. She also shares her experience as Legal advisor and Litigation lawyer to be part of teaching of legal programs.

 

She is able to combine the elements taught in a specific program both soft skills and Legal with real life requirements for those on the job.

Venue Details

Hotel Istana
73 Jalan Raja Chulan, 50200 Kuala Lumpur,
Phone : 03 2141 9988
Fax : 03 2144 0111

Click For Hotel Location

Contact us

Juliany,
03 2283 6109
juliany@ipa.com.my

Phoebe,
03 2283 6100
phoebe@ipa.com.my 

FOR CUSTOMISED IN-HOUSE TRAINING
Jane,
03 2283 6101
Jane@ipa.com.my

ADDRESS 
A-28-5, 28th Floor, Menara UOA Bangsar, 
No.5, Jalan Bangsar Utama 1, 
59000 Kuala Lumpur
www.ipa.com.my


FOCUSING ON
  • Essential Elements & Legal Rules of a Commercial Contract
  • Terms of Contracts
  • Contract Structure: Choosing the Right Framework and How to Make the Document Work.
  • Warranties and Indemnities
  • Managing Contractual Liabilities Contents in Commercial Contracting
  • Understanding the Moving Parts as Part of Contents in a Contract and How They Fit Together
    - Understanding Boilerplate Terms
  • Termination of Contract
  • Negotiating Commercial Contracts
    - Fundamentals Of Contract Negotiations
OBJECTIVE

In today’s highly competitive and cost-conscious environment, understanding the contents of a contract and drafting commercial contracts are an important part of business activity. Over 85% of business transactions are governed by contracts and hence it is necessary that contracts be aligned with business expectations. It requires Managers to be well versed with the drafting techniques and expertise to foresee the risk and have futuristic thinking to handle contracts in the best interest of their organization.

AFTER ATTENDING THIS COURSE YOU WILL RETURN TO YOUR JOB…
  1. Mastering practical drafting techniques to write concise and effective agreements.
  2. Getting-to-grips with payments and interest terms to understand how penalties can be applied.
  3. Expanding your knowledge of the risk in liability clauses.
  4. Examining contractual documents.
  5. Learning how to interpret variations and time of essence clauses.
  6. Clarifying essential terminology in commercial contracts.
  7. Getting up-to-date with the use and drafting of contractual liability clauses and indemnities.
  8. Understanding the effect of exclusion and limitation clauses and how they can be used to manage your exposure.
WHO SHOULD ATTEND?
  • All those involved in Contract Negotiations, Sales, Drafting, Procurement Contracts, Legal Departments, Managers, Directors and Business Owners.
METHODOLOGY
  • The course will have activities, group discussion and presentation for all modules.
DAY 1
9:00 Module 1 - ESSENTIAL ELEMENTS & LEGAL RULES OF A COMMERCIAL CONTRACT
  • Offer – What is a valid Offer? – Offers & Invitation to Treat
  • Acceptance – Rules for a valid Acceptance – Silence z & Acceptance – Can we revoke Acceptance
  • Consideration – What is Consideration & its Importance in Contracts – How much Consideration is Good Consideration – Non Payment and its Effect on the Contract
  • Intention to Create Legal Relations – Are all Contracts valid even if there was no Intention to Contract – Intention in the Commercial World
  • Capacity to Contract – Who is & is not Eligible to Contract in Malaysia – Companies & their Capacity to Contract – Can employees contract on behalf of their Companies?
10:45 Module 2 - TERMS OF CONTRACT
  • Express and Implied terms and evidence of contractual terms
  • The Three Triangles of Commercial Contractual Relationships
  • Avoiding ambiguity – The search for clarity of intent/thought and expression
  • Case studies and Activities
1:00 Lunch

2:00

Module 3 - CONTRACT STRUCTURE: CHOOSING THE RIGHT FRAMEWORK AND HOW TO MAKE THE DOCUMENT WORK

  • Signed Agreements
  • Scope of work
  • Framework agreements and how not to scatter conflicting terms through the contract;
  • How to structure for clarity
  • Discussion on how to present the Obligations, Terms and Deliverables in different types of Agreements
  • Solutions will be presented to avoid the conflicting – terms problem in a contract
3:45 Module 4 - WARRANTIES AND INDEMNITIES
  • What are warranties?
  • The purpose of Warranties and “Fair disclosures”
  • Effect of Knowledge and Anti Sandbagging Clauses
  • Understanding Indemnity Clauses
  • Understanding Grossing up Clauses and the relation to Insurance coverage
5:00 End of Day 1
DAY 2
9:00 Module 5 - MANAGING CONTRACTUAL LIABILITIES CONTENTS IN COMMERCIAL CONTRACTING
  • Understanding Exemption Clauses
  • Key ideas on drafting Exemption Clauses
  • Understanding Liquidated Damages and Penalties
  • Understanding Consequential Loss and Indirect Damages
  • Key ideas on Drafting Liquidated and Indirect Damages clauses
  • Key ideas on drafting different types of Indemnity the Contract needs
  • Case studies and activities
10:45 Module 6 - UNDERSTANDING THE MOVING PARTS AS PART OF CONTENTS IN A CONTRACT AND HOW THEY FIT TOGETHER:

Understanding Boilerplate terms

  • Using defined terms
  • Understanding the Boilerplate clauses
    - Scope of Undertaking
    - Agreed terms
    - ‘Knowledge’ and ‘awareness’
    - ‘including without limitation’
    - ‘Subject to Contract’
    - Governing Law
    - “Best or reasonable endeavours”
    - Joint and several
    - Taxation Liabilities
    - “Time is of the Essence”
1:00 Lunch

2:00 Module 7 - TERMINATION OF CONTRACT
  • Fixed Term
  • Expiry by effluxion of time
  • Cancellation for convenience
  • Termination by notice and without notice
  • Effects of Termination – discharge or preservation of liabilities
3:45 Module 8 - NEGOTIATING COMMERCIAL CONTRACTS

Fundamentals of contract negotiations:

  • How do you negotiate a contract?
  • Representations and statements made in the course of pre contractual negotiations;
  • Negotiating Third Party relationship to warranties in a contract
  • Negotiating Warranties and breach of Warranty;
  • Liability issues and limitations
  • Risk allocation devices
  • Negotiating caps on liability
5:00 End of Course