Content

This will be a hands-on course with frequent drafting tasks for participants to undertake. The course will also highlight differences between contract law in Sweden and in common law countries as well as provide guidance on drafting in plain English.

• Legal English key terminology
• Structuring a contract
• Payment clauses
• The difference between warranties, guarantees, indemnities, representations, covenants.
• Sales targets clauses
• Limitations/exclusions of liability
• Direct and indirect damages
• Default and remedies
• Boiler plate provisions

Target group

• Lawyers in practice or in-house counsel who deal regularly with agreements written in or translated into English
• Lawyers from firms or companies currently involved in little international work, but who are predicting or planning an expansion of this area
• Procurement managers/officers who deal regularly with international procurement agreements
• Government lawyers who work on cross border agreements
• Senior company executives wishing to enhance their understanding of and ability to write legal documentation in English
• Secretaries attached to in-house departments or government offices
• Secretaries to senior company executives who handle a range of communications, including contracts written in English

Program

08.30-09.00 Registration and breakfast

09.00-12.00 Start of course
Topics/clauses covered in the morning will include:

• Drafting a clause in legal English key terminology
• Structuring a contract.
• Parties. Ensuring that the parties are clearly defined. The position of third parties.
• LOI´s / MOU´s. No contract, no problem? Avoiding the pitfalls.
• Consideration and payment clauses. Earn-outs in Company Sales and Acquisitions. ROT and English clauses.
• Warranties, guarantees, indemnities, representations, covenants. What is the difference between them?
• Repeating reps and warranties.

Coffee break/fika at 10.15-10.30

12.00-13.00 Lunch

13.00-15.00 Course continues
Topics/clauses covered in the afternoon will include:

• Measuring performance. "Best and reasonable effort/ endeavour". Sales targets clauses.
• Limitations/ exclusions of liability and "caps". Minimizing risk. "Inclusion" clauses.
• Direct and indirect damages: the implications of recent case law
• Default and remedies. Terminating for breach (material, substantial or serious?)
• Liquidated damages clauses v penalties.
• Restrictive covenants. Drafting non-compete and non-solicitation clauses and other restrictive covenants
• Boiler plate provisions e.g. force majeure clauses, whole agreement clauses, severance clauses, notices clauses.
• Dispute resolution. Avoiding the pitfalls (e.g. Italian torpedoes)

Coffee break/fika at 14:10 - 14:30

15.00-16.50 Key Clauses - specific contracts 

16.50-17.00 Course round-up and end of course