Monday 29 September 2014

2 Days Workshop on Successfully Understanding Clauses in Commercial Agreements for Non-Legal Professionals – How to read each clause in a Contract with understanding?

 
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Course Information
Date: 15 & 16 October 2014
(Wed & Thu)
Time: 9.00am to 5.00pm
Venue: Concorde Hotel Function Room (f.k.a Le Meridien Hotel)
Fees: S$800 (NETT)
(S$320 after PIC grant)*
** Enjoy savings for group registrations of 3 pax or more. Email us for more details
*Enjoy up to 400% tax deduction or 60% cash payout under the Productivity and Innovation Credit (PIC) scheme for Staff Training. Find out more at https://www.iras.gov.sg/ or email picredit@iras.gov.sg
Inclusive of teabreaks and lunch
Registration is on a 1st come 1st serve basis. Register early to avoid disappointment.
Click here for registration form
To register, please contact Ms Elsie Koh @ 9857 8570/ 62789785 or elsie@360degrees.com.sg
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2 Days Workshop on Successfully Understanding Clauses in Commercial Agreements for Non-Legal Professionals – How to read each clause in a Contract with understanding?


Course Objectives

There are several resources available providing examples of standard (boilerplate) clauses such as exclusions, indemnities, liquidated damages, warranties, jurisdiction, termination provisions and "best endeavours", intellectual property, variations, insurance clauses. This 2-day course will explain the underlying legal principles, which lead to your use of these standard clauses. A practical approach will be used to enhance learning by providing sample boilerplate clauses and explaining their meaning with a legal framework explaining the case law principles and equitable principles giving rise to the use of such standard clauses.

You do not need to have prior legal knowledge to attend this course.

Practical issues that may arise in the use of such boilerplate clauses will be addressed and recommendations will be made on the use such clauses. Participants will learn to understand the meaning and importance of such clauses. Sample clauses will be provided to enhance learning.

Programme Highlights

Participants will be given a walk-through of a sample contract and most importantly, there will be a clause-by-clause analysis of every clause inside the Contract.

Course Topics

  1. Structure of Commercial Agreement

    • title
    • date
    • parties
    • importance of recitals
    • consideration
    • body of agreement
    • definitions and interpretation
    • term
    • action clauses
    • money and payment
    • representations and warranties
    • covenants
    • conditions
    • Indemnification, Insurance, Confidentiality, Intellectual property
    • termination
    • Boilerplate
    • Testimonium and Attestation
    • Signatures of parties and witnesses and seals
    • Schedules and Appendices
  2. Understanding Specific Commercial Clauses
    • What are boilerplate clauses?
    • Understanding the use of standard (boilerplate) clauses
    • Reviewing the types of boilerplate clauses
    • How much boilerplate to be included in the contract?
    • Minimum boilerplates?
    • Medium boilerplates?
    • Extensive boilerplates?
    • Force Majeure clauses
    • Severability – Doctrine of Severance
    • Entire Agreement
    • Amendments clause
    • Waiver clause
    • Notices clause
    • Further Assurances clause
    • Law & Jurisdiction clause
    • ADR and Arbitration clause
    • Drafting best practice dispute resolution procedure into Agreement
    • Contract (Rights of Third Party) Act
    • Interpretation clause – 3 types of Definitions
    • Assignment and Sub-Contracting clause
    • Announcements clause
    • Termination Provisions
    • Effectively drafting early termination clauses
    • Liquidated damages clause
    • Liability clause
    • Evaluating Exclusion and limitation clauses
    • Identifying factors determining "reasonable" excluding and limiting liability clause
    • Examining the functions of warranties, liabilities and indemnities clauses
    • Apportioning liabilities in indemnity clause
    • Insurance clause
    • Intellectual property clause
    • Survival clause
    • Confidentiality clause
    • "Best endeavors"

360 Degrees Trainer

Associate Professor Catherine Tay Swee Kian

Assoc Prof. Catherine Tay lectures law at National University of Singapore, NUS Business School in the Department of Strategy and Policy; and medical law and business law at Yong Loo Lin School of Medicine, NUS; as well as dental law and ethics at the Faculty of Dentistry, NUS. A/Prof Tay is an Associate Professorial Fellow, NUS.

She is a Barrister-at-Law, of Lincoln's Inn, United Kingdom and an Advocate and Solicitor in Singapore. She was called to the English Bar in 1978 and the Singapore Bar in 1980. She is an Associate Director, Bernard & Rada Law Corp.
She is an author of several law books including 'Contract Law'; 'Directors' Duties and Liabilities'; 'Business Law' ; E-Commerce Law; Intellectual Property Laws and 'Medical Negligence'. She has published several legal articles in prestigious international and local law journals.

A/Prof Tay studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws (Honours) degree and a Master of Laws degree, in which she specialized in Company, Shipping, Insurance and Marine Insurance laws. She did her pupillage under the Honorable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.

A/Prof Tay is also a member of the Centralized Institutional Review Board – Ethics sub committee of SingHealth hospitals and polyclinics; and is also a member of the National Healthcare Group Domain Specific Review Board / Research Ethics committee tasked to review the scientific and ethical aspects of research protocols. A/Prof Tay is an examiner on law and medical law subjects for a number of professional bodies and universities in Singapore and overseas. She was an external examiner in medical law at the Law Faculty of the University of Hong Kong.

She conducts in-house training seminars and workshops for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations. She is also a legal consultant appearing on many television segments.

A/Prof Tay was a committee member of the editorial board of the Singapore Accountant Journal, Journal of the Institute of Certified Public Accountants of Singapore and the (United Kingdom) The Company Lawyer. She was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented conference papers at many conferences and seminars on Business Law, Medical Law, and Company and insolvency Laws overseas and in Singapore.

A/Prof Tay has published numerous articles in international peer reviewed journals such as BIOETHICS, the Hong Kong Journal of Emergency Medicine; the (United Kingdom) Journal of Business Law, (United Kingdom) Business Law Review; the (United Kingdom) Company Lawyer and the (United Kingdom) Insolvency Law & Practice, (United Kingdom) Tolley's professional negligence, (United Kingdom) Tottel's Professional Negligence, the Singapore Dental Journal; the Malayan Law Journal; the Securities Industry Review and The Singapore Law Gazette.

She received the 2008 Sinagapore Medical Journal Recognition Award for reviewing with Distinction for consistently submitting timely, detailed and scholarly reviews.

A/Prof Tay cohosted a weekly talk show "In the Eyes of the Law" on NTUC RadioHeart and was a consultant to MediaCorp television series on consumer laws "What's Your Case" on TV Channel 5.

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