Businesses run on commitments that are reduced to written contracts. In fact, the entire economy functions on the backbone of contracts. This entails contracting to bind the parties as regards their future conduct so that the promises are performed without any disputes. This requires contracting parties to come up with multifarious scenarios and agree upon a particular course of action, often in situations where both parties’ interests might diverge. The act of drafting necessitates mastering not merely the art of legal writing but also of understanding the nature of the transaction and the risks that might be involved in it.

This course explains each clause in a typical contract which will enable you draft, vet, or examine contracts to safeguard your or your client's interests. The course also provides you with relevant checklists to use while drafting and some sample agreements, for example, Gift deeds, Lease deeds, Licence agreements, Sale deeds, and Employment agreements.

Instructor

BADRINATH SRINIVASAN

Badrinath Srinivasan is a Senior Executive (Law) in Bharat Heavy Electricals Limited with more than a decade of experience in commercial and industrial laws. He had got several papers of his published in reputed journals such as Supreme Court Cases, The Economic and Political Weekly, etc. He is a Member of the Chartered Institute of Arbitrators, UK, and a Fellow of the Insurance Institute of India. He writes regularly at the Practical Academic Blog.

1. Introduction

• • 1.1 Welcome

2. Drafting Agreements: The Prelude

• • 2.1 Purposes of contract law
  • 2.2 Why draft agreements?
  • 2.3 Default and mandatory rules
  • 2.4 Incomplete contracts
  • 2.5 Vagueness and ambiguity
  • 2.6 Transaction costs

3. Language and Style in Contract Drafting

• • 3.1 Using correct language
  • 3.2 Using punctuation
  • 3.3 Keeping in mind grammar and style
  • 3.4 Using active voice

4. Pre-contractual Instruments

• • 4.1 What is a pre-contractual instrument?
  • 4.2 Term sheet
  • 4.3 Letter of intent
  • 4.4 Letter of award
  • 4.5 Memorandum of understanding

5. Introductory Parts of an Agreement

• • 5.1 Introductory parts of an agreement
  • 5.2 Title of the agreement
  • 5.3 Date of the agreement
  • 5.4 Place of execution
  • 5.5 Recitals

6. Definitions, Interpretation and Other Clauses

• • 6.1 Introducing the definition clause
  • 6.2 Interpretation clause
  • 6.3 Conflicts provision
  • 6.4 Entire agreement clause
  • 6.5 Severability clause
  • 6.6 No oral modification clause
  • 6.7 No waiver clause

7. Performance

• • 7.1 Performance related clauses
  • 7.2 Performance related clauses and obligations
  • 7.3 Technical standards and specifications

8. Other Clauses

• • 8.1 Representations and warranties
  • 8.2 Time as essence
  • 8.3 Contract closing
  • 8.4 Force majeure clause
  • 8.5 Intellectual property rights clauses
  • 8.6 Assignment clause

9. Remedies for Contractual Breaches

• • 9.1 Contractual breach
  • 9.2 Suspension clause
  • 9.3 Termination clause

10. Specific Performance and Other Remedies

• • 10.1 Specific performance
  • 10.2 Substituted performance or risk and cost contracting
  • 10.3 Contractual set-off

11. Price, Payment, Taxes and Duties

• • 11.1 Price clause
  • 11.2 Time of payment, payment milestone and mode of payment
  • 11.3 Escrow arrangement
  • 11.4 Currency clause
  • 11.5 Taxes and duties clause

12. Confidentiality Agreements and Clauses

• • 12.1 Importance of confidentiality clause or agreement
  • 12.2 Contents and parties to a confidentiality clause

13. Dispute Resolution Clauses

• • 13.1 Dispute resolution clause
  • 13.2 Dispute resolution by arbitration and expert determination
  • 13.3 Pathological arbitration clauses
  • 13.4 Avoiding pathological arbitration clauses
  • 13.5 Expert determination or valuation

14. International Agreements

• • 14.1 Challenges faced in international agreements
  • 14.2 Choice of law clause
  • 14.3 Notice clause
  • 14.4 Language clause

15. Some Common Agreements - I

• • 15.1 Introduction
  • 15.2 Bank guarantees
  • 15.3 Function of bank guarantees
  • 15.4 Conditional and unconditional bank guarantees
  • 15.5 Structure of unconditional bank guarantees
  • 15.6 Corporate guarantees
  • 15.7 Indemnity bonds

16. Some Common Agreements - II

• • 16.1 Introduction
  • 16.2 Gift deeds
  • 16.3 Lease deeds
  • 16.4 Licence agreements
  • 16.5 Sale deeds
  • 16.6 Employment agreement

17. Conclusion

• • 17.1 Conclusion