Understanding & Managing Commercial Contracts Successfully

26-27 Aug, 2019, Hotel Istana

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AMBIGAH KRISHNAN
LL.B (Hons) (London), Certificate In Legal Practice (Malaysia), TESOL (Canada).

Ambigah Krishnan 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.

 

Areas Trained
She has conducted seminars on Employment law including mock Industrial hearings of Domestic Inquiries, Law relating to Termination under Labour laws, Employment Law for HR and Non HR Managers, Laws relating to EPF, SOCSO and Employee Insurance Scheme, Tenancy laws and Procedure, Drafting Commercial Contracts Advance Level, Contracts and issue of liability for Vendors, Suppliers and Procurement Managers, 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.

 

Benefits of hiring Ms. Ambigah Krishnan
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.

 

Industry Experience
Industrial experience includes having drafted contracts for corporate clients on various areas – amongst them relating to joint ventures agreements, Non-compete agreements, Non-Disclosure Agreements, general trade and Service agreements, Personal data Protection contracts, Business tenancies, Guarantees, Employment contracts, conveyancing relating to subsales and deeds, Share and purchase of shares agreeements, Wills, codicils and consultancy agreements.

 

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.

Venue Details

Hotel Istana
73 Jalan Raja Chulan, 50200 Kuala Lumpur, - 50200
Phone : (603) 2141 9988

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
  • Understanding The Workings Of Commercial Contracts
  • Clarity In Contracts
  • Understanding The Workings Of Commercial Contracts
  • Managing CONTRACTUAL Clauses To Avoid Ambiguity and Vagueness
  • Price and Payment
  • Addressing The Issues Of Liability
  • WARRANTY and DISCLAIMER
  • Termination and Boiler Plate Clauses
OBJECTIVE

In today’s highly competitive and cost-conscious environment, understanding commercial contracts is 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 legal and Non-professionals to be well versed with the contents of commercial contracts and expertise to foresee the risk and have futuristic thinking to handle contracts in the best interest of their organization.

 

This course is for any professional who wants to learn and understand the workings of commercial contract and contract negotiations. This would include individuals who have no experience, but want to learn the fundamentals, as well as those who have or will have a job that directly involves dealing with commercial contracts.

AFTER ATTENDING THIS COURSE YOU WILL RETURN TO YOUR JOB...
  1. Getting-to-grips on understanding pre-contractual documents and their impact on businesses.
  2. In-depth understanding of the 5 steps a proper contract.
  3. Ensuring the clarity in contract is maintained.
  4. Identifying of the risk in penalty clauses and making claims.
  5. Mastering the movements in the contract from negotiations to completion.
  6. Examining specific clauses in each segment of contract and the risk in them.
  7. Learning how to interpret variations clauses.
  8. Clarifying essential terminology of conditional clause, carve-outs of liability and risk assessment tools in commercial contracts.
  9. Getting up-to-date with the use contractual Warranties clauses and indemnities.
  10. Understanding the effect of exclusion and limitation clauses and how they can be used to manage your exposure.
  11. Understanding how different types of damages can be claimed.
  12. Understanding how Boiler Plates work.
WHO SHOULD ATTEND
  • Directors
  • Managers & Head of Departments
  • Procurement Officers
  • Legal Executives
  • HR Personnel
  • Anyone dealing with Contracts
METHODOLOGY
The course will have activities, group discussions, presentations and individual question and answer sessions.
  
DAY 1
9:00 MODULE 1: UNDERSTANDING PRE-CONTRACTUAL DOCUMENTATION IN CONTRACT NEGOTIATIONS
  • Non-Disclosure Agreement
  • Letter of Intent (LOI) /Terms Sheets
  • Memorandum of Understanding (MOU)
  • An Explanation of Privileged, Without Prejudice, and Without Prejudiced Save As to Costs Documents and Subject to contract and the recent changes to the law
10:45 MODULE 2: CLARITY IN CONTRACTS
  • Understanding the rules for Clarity during Negotiations
  • Getting the scope and requirements right: Be clear about what is included and what is not, and about what each party expects to gain/get out of the contract
  • Conflict in clarity and how will the Courts decide?
1:00 Lunch

2:00 MODULE 3: UNDERSTANDING THE WORKINGS OF COMMERCIAL CONTRACTS
  • The 5 Step Guide To Having A Proper Contract
  • Offer - What is a valid Offer? - Offers & Invitation to Treat
  • Acceptance - Rules for a valid Acceptance - Silence & 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?
  • Workshop
3:45 MODULE 4: MANAGING CONTRACTUAL CLAUSES TO AVOID AMBIGUITY AND VAGUENESS
  • Establishing the terms of the contract and their meaning;
  • Rules governing Express Terms including who has the benefit of doubt in a conflict;
  • Express and implied terms in one clause; The ejusdem generis rule;
  • Understanding Conditions/Condition Precedent and Subsequent/Escape Clauses
5:00 End of Day 1
DAY 2
9:00 MODULE 5: PRICE AND PAYMENT
  • Types of Liability of Parties and Payment provisions;
  • Secondary Negotiation issues on Payment Clause and Performance Obligations
  • Late payment and penalty interest
  • Payment Clauses and ”Time of Essence” Clause
  • Payment Claims under a Guarantee of Payment and impact on Liquidation of Guarantor
10:45 MODULE 6: ADDRESSING THE ISSUES OF LIABILITY
  • a. Act of Limitation
    i. Implications of concealment on the Statute of Limitation
    ii. How provisions of the Limitation act affects payment and Contract Breach
    iii. What does “time-barred” means
    b. Breach & Default
    i. Understanding Breach
    ii. Causation – Remoteness and Foreseeability Test to make Claims
    iii. Understanding S.74 and S.75 Contracts Act in respect of Claims
    c. Liquidated Damages & Penalty clauses
    i. The Difference between Liquidated and Liquidated Ascertained Damages
    ii. The test for LAD and Penalty clause
    iii. The types of damages that can be claimed under a contract
1:00 Lunch

2:00 MODULE 7: WARRANTY AND DISCLAIMER
  • a. Key Principles in Warranties
    b. Smoking out the facts in Warranties
    c. Bringing down Warranties
    d. Collateral Warranties and Employer Risk
    e. Collateral Warranties and Third Parties
    f. Consider what types of warranties and/or representations are included as well as those that are disclaimed?
    g. Consider what warranties are express or implied?
    h. Can implied warranties be disclaimed?
  • 7.1 INDEMNIFICATION; LIMITATION OF LIABILITY
    a. Indemnification
    i. How and to what extent do the parties indemnify each other?
    b. How to interpret an indemnity.
    c. The role of mitigation of loss and calculation of limitation period in Indemnity clauses;
  • 7.2 LIMITATION OF LIABILITY – EXCLUSION CLAUSES
    a. Constructing Exclusion Clauses in Business and Supply contracts;
    b. Different types of Exclusion Clauses
    c. Negotiating issues on exclusion clauses
    d. Guidelines on scope of risk in exclusion clauses including the treatment of direct loss, Consequential loss and indirect loss.
  • 7.3 ESSENTIAL TERMS IN INSURANCE CLAUSE
    iv. What sort of policies must the parties maintain?
    v. Who and what is covered?
    vi. Obligations of Parties that must be inserted into the contracts
3:45 MODULE 8: TERMINATION AND BOILER PLATE CLAUSES
  • 8.1 TERMINATION
    a. Use of Exit Clauses and Termination provisions
    b. Use of timeline and notice required for termination
    c. What is the effect of termination?
    d. Post – Termination events
  • 8.2 BOILER PLATE CLAUSES
    1. Fore Majeure
    2. Entire Agreement (Merger Clause).
    3. Amendments.
    4. Waiver.
    5. Obligations of Third Parties.
    6. Exclusivity.
    7. Novation and Assignment – the difference
    8. Survival and Merger
5:00 End of Course