ADVANCED PROGRAM IN CONTRACT DRAFTING

Professional Training on Contract Drafting, Negotiation & Dispute Resolution

DETAILED PROGRAM CONTENT

Ver 1.0 Dated 29-Aug-13

 ADVANCED PROGRAM IN CONTRACT DRAFTING
India’s first ever advanced course on Contractual Laws - 3 month program focused on practical skills of
Contract Drafting, Negotiation and Contract Breach & Remedies

Expert led live classroom Exposure to Faculty and Content

sessions conducted after office for 3 months - Better
hours – use of Case Studies, understanding and retention of
Classroom discussions, Quizzes concepts & opportunity to apply
and more concepts while learning

Delivered online, the program can

Option to participate in
be accessed using internet ready
Assessment leading to Certificate
desktop/laptop. Access to
of Successful Completion
recorded sessions
 CONTENTS
Broad Contours

Who should attend

Program Objectives

Program Benefits

Program Contents

Program Faculty

Evaluation & Certification

How to Apply

About Thomson Reuters

 BROAD CONTOURS

Program Duration : 3 Months, Approx. 20 live virtual classes of 2 hours

duration would be conducted covering 11 modules.

Eligibility : Graduates/Diploma holders from functional area of Legal,

Operations, Finance, Purchasing, Business Development & HR who deal with
legal obligation to customers & suppliers

Schedule : Class Frequency – Twice a week, Class Schedule: Friday 5.00 pm

– 7.00 pm and on Sunday 11.00 am – 1.00 pm

Program Fee : Introductory fee Rs. 25,000 (Rs. 22,250 + 12.36% Service Tax)
 BROAD CONTOURS

• Expert led Online sessions

• Case Study, Session Wise quizzes, Classroom Discussions
Pedagogy • Six Introductory Modules, Five Advanced Modules & Guest Lectures

• Certificate of Participation from Thomson Reuters

• Option to participate in Evaluation instruments leading to award of Successful Completion Certificate from
Certification Thomson Reuters

• Online Program – can be accessed using Internet ready desktop/laptop running Windows operating system with
Program minimum internet bandwidth of 512kbps. Speakers/ Headphones
Delivery

• Last date of Enrollment : Saturday 19th Oct. 2013

Important • Welcome Class : Friday 1st Nov. 2013
Dates
 WHO SHOULD ATTEND

This informative course is designed for Entrepreneurs, consultants, academicians and Senior
professionals from functional areas of Legal, Operations, Finance, HR, Purchasing, and Business
Development - who deal with legal obligation to customers, vendors & employees during exchange
of goods & services.

This Program will not only benefit managers taking up such appointments for the first time but also
those with experience as they would be able to better understand the concepts in context of their
experience.
 PROGRAM OBJECTIVES

Assist the participants in understanding the pre-contract drafting process

Enhance confidence by understanding drafting of important clauses, common contracts

Special session on Arbitration – Drafting of Arbitration Clause

Negotiation of effective contracts - Reduction of time to finalise contracts

Provide exposure to multitude of common contracts with focus on its specific clauses

Special Contracts - M&A, Joint Ventures, Shareholders Agreements

Understand Indian Civil Court rules & Procedure on Contract Breach and Remedies

Learn best drafting practices - Due Diligence, KYC, Term Sheet, Management of Multi-contracts
and Multi-year contracts & more
 PROGRAM BENEFITS

Understanding of Contract Terms, Negotiation and its legal impacts would help
professionals from different Functional streams

• Participant from Legal stream would learn the necessary skills to write clear, concise, &
enforceable contracts. They would also be able to reduce time of finalising a variety of contracts by
better understanding of the contract negotiation process
• Business Development Managers would be able faster close contracts with their clients &
Prospects
• Operations Managers would learn to manage organisation’s responsibilities to customers during
the contract
• The participants from functional areas of Sourcing/Purchasing would be able to ensure
achievement of both short and long term vendor performance.
• Participants from HR would be able to able to better fulfil commitment to internal customers as
stated in employment contract.

The program would benefit experienced participants also by helping them refresh
the Contract Terms and evaluate their own Contract drafting skills thereby giving
an opportunity to improve them.
PROGRAM CONTENTS – INTRODUCTORY MODULES

1.Course Introduction - Elements of a Contract, Drafting Fundamentals.

2. Contract Form and Various Parts of a Contract

3. Detailing of Important Clauses

4. Dispute Resolution

5. Common Preliminary Contracts/Agreements

6. Exposure to a wide range of Contracts & its specific terms

PROGRAM CONTENTS – ADVANCED MODULES

7. Contract Terms Negotiation

8. Key (Financial) Contracts

9. Special Contracts and Licenses

10. Contract Breach and Remedies

11. Review of best drafting practices , Contract Management and Renewals

 INTRODUCTORY MODULES

• Elements of a Contract with reference to sections of

Course Introduction Contract Act 1872
• Drafting Fundamentals

• Parties, Recitals, Definitions, Interpretation, Term and

Consideration, Key Business Terms
Contract Form and • Representations, Warranties, Conditions and Covenants
Various Parts of a • Default and Remedies
Contract • Indemnity-liability
• Common Boilerplate Provisions
• Signature Blocks, Schedules and Exhibits

• Scope of Work, Timelines/Milestones

• Liquidated Damages, Indemnification
• Corruption/Anti-Bribery Compliance
Detailing of Important • Penalty, Limitation of Liability
Clauses • IPR
• Data Protection
• Various other clauses - Force Majeure, Confidentiality,
Amendments, Termination & its consequences
 INTRODUCTORY MODULES

• Courts Vs. Arbitration

• Various Modes of Dispute Resolution
• Importance of Arbitration
• Things to consider before including Arbitration Clause in
Dispute Resolution your contract
• Drafting an Arbitration clause
• Online Dispute Resolution (ODR)
• Considerations while including Arbitration Clause
involving Indian and Foreign Entities

Common Preliminary • Term Sheet/Letters of Intent/MOU

Contracts/Agreements • Non-Disclosure Agreements

• Non-Competition Agreements, Non Compete Clause

Enforceability
Exposure to wide range • Employment, Consultancy/Retainership Agreements
of Contracts • Sale/Purchase, Distribution, Agreement to Sell, Sales
Deed
 ADVANCED MODULES

• Negotiation Tactics, BATNA

Contract Terms • Convincing other parties on important contract clauses
• How to deal with a hard negotiator
Negotiation • How to cover your interest in case you have to concede
during a hard negotiation

• Promissory Notes
Key (Financial)
• Bank Guarantees/Corp. Guarantee/Letter of Comfort
Contracts • Letters of Credit ESCROW Account

• Settlement Agreements and Releases

• Intellectual Property Licenses
• Hypothecation & Mortgage Agreements
Special Contracts and • Operations & Maintenance Agreements
Licenses • Government Contracts
• E - Contracts & Technology Agreements
• M&A & Share Purchase Agreements
• Joint Ventures, Shareholders Agreements
 ADVANCED MODULES

• Types of Contract - Breaches & Defaults

• Remedies - Liquidated Damages and Penalties and
Contract Breach and Other Remedies
Remedies • Indian Civil Court Rules and Procedures on Contract
Breach
• Latest Position under Indian Law

Review of best drafting • Best practices of drafting clear and unambiguous contract
practices , Contract clauses, Due Diligence, KYC, Term Sheet, Clause
drafting with special reference to Competition Law
Management and
• Management of Multi-contracts and Multi-year contracts
Renewals • Legal risks of not managing contracts effectively
• Renewal Automation
 PROGRAM FACULTY

The live virtual sessions will be led by legal practitioners and

senior specialists in Indian law. These experts have worked for
the renowned global and Indian law firms, and have many years
of experience.
 FACULTY PANEL

KIRON PRABHAKAR

Kiron Prabhakar is the founder partner of PAVLO. She specializes in corporate

commercial matters. She has two further verticals i.e. Real Estate and the field of IT
and IT enabled services. Kiron has worked in the areas of foreign direct investment,
company law matters, commercial contracts transfer of technology license
agreements, marketing and other human resource agreements. Kiron regularly
lectures at various technology/law institutes. She has also practised in the Supreme
Court and the High Court at Delhi. Prior to setting up this Firm, Kiron has worked as a
Partner with “J. Sagar Associates”.

Kiron holds a Bachelor's Degree in Law from the University of Delhi and a Bachelor's
Degree in Arts- English (Honours) from Lady Shriram College, University of Delhi.
Subsequently, she completed her LLM in IT and Telecom Laws from University of
Strathclyde, Glasgow. She has a Diploma in Cyber Laws from Indian Law Institute,
New Delhi.
 FACULTY PANEL – CONTD.

MUDIT SHARMA

Mudit Sharma is a Partner with Bhasin & Co., Advocates and an Advocate-on-
Record, Supreme Court. His key areas of practice are Civil and Corporate Litigation,
Company Law (M&As), Joint Ventures, Real Estate and Property Laws, Banking and
Finance Laws, Competition Law, Information and Technology Law, Contracts and
Conveyancing and Arbitration Laws. Mr. Mudit Sharma has been actively involved in
the area of alternate dispute resolution both as a counsel and as an arbitrator.
 FACULTY PANEL – CONTD.
MALCOLM DOWDEN

Consultant to Charles Russell LLP and Director of Law Programmes, Law2020 LLP.
Malcolm Dowden qualified as a solicitor in England and Wales in 1994. He has broad
experience of commercial, property, environment and international regulatory work. He
retains a role in private practice as Consultant to City of London law firm Charles Russell
LLP with a remit that includes international business development and client engagement.
He is regularly engaged by training and conference organizations both in the UK and
internationally to design and deliver full programmes or standalone seminars and
workshops. Recent clients include commercial law firms, a major infrastructure company,
utilities providers, educational institutions and local government. Malcolm’s practical
experience includes legislative and regulatory drafting on issues relating to utilities,
electronic communications and public contracts for a Commonwealth government. Malcolm
writes and lectures on legal topics, legal practice management and business development,
and his articles have been quoted in Forbes and the Economist. His articles on business
risks and opportunities stemming from climate change were cited in evidence to the Stern
Committee and` referred to in its final report.
Malcolm is the author of Climate Change, Law Policy and Practice (EG Books, 2008) and
co-author of the UK chapter in the UNEP-funded book Green Buildings and the Law (CIB,
2011). He presented a paper: Procuring Innovation at the International Conference on
Energy Resources and Technologies for Sustainable Development, Kolkata, India,
February 2013 and a workshop on contract drafting and negotiation in New Delhi,
September 2013.
 FACULTY PANEL – CONTD.
RATAN SINGH

He is the director India: Chartered Institute of Arbitrators (CIArb), London. He is also

a chairman – India: Tourism Education Futures Initiatives (TEFI), Philadelphia, USA.
He is also practising Advocate & Arbitrator. He has also been speaker in various
events including events organized by Permanent Court of Arbitration, Paris,
International Chamber of Commerce (ICC), Bocconi University – Milan (Italy),
Bombay Stock Exchange (BSE), National Commodity Stock Exchange, Nepal
Mediation Society, Kathmandu (Nepal), International Council of Jurists – Vigyan
Bhawan (New Delhi), Nani Palkhiwala Arbitration Centre (NPAC), National Law
University - Jodhpur to name a few.
 FACULTY PANEL – CONTD.
S. RAMASWAMY

Mr. Ramaswamy is the General Counsel and Company Secretary at JCB India Ltd.
His role is as a mentor and strategist in bringing in new ideas and also setting up new
systems. Mr. Ramaswamy has successfully implemented corporate restructuring
including merger, setting up & strengthening IPR systems for new products & IPR
Road map for JCB in India, Cyber Security & Data protection while guiding the
Company & its subsidiaries towards effective setting up systems to minimize litigation
by proactive methods by conceiving appropriate legal strategies.

He has been Involved in implementing different strategic interactions with outside

counsels towards effective result oriented litigation, Ensuring protection of Trade
Marks & Brands, compliance's under various statutes etc. Mr. Ramaswamy is also a
part of the Think Tank Team for setting up new business including Land acquisition &
its Due Diligence.

With over 28 years of overall managerial experience in handling Legal, Secretarial, IP

and General Administration functions.
 FACULTY PANEL – CONTD.
SANJAY GUPTA
Partner, Hammurabi & Solomon

Sanjay has served for over 24+ years as in-house lead counsel with various globally
known MNCs namely Hyatt, Hilton, Microsoft, DuPont, Bausch & Lomb. The last 5
years is with the hospitality & hotels industry, providing timely and efficient legal
counsel to their businesses in India, Bangladesh, the Maldives, Nepal, Pakistan and
Sri Lanka. He is significantly experienced and adept at global mergers and
acquisitions; contract negotiations, deal coordination, matrix execution, closing &
business integration; devising and administering diligence, compliance & governance
programs throughout the organization; supporting manufacturing facilities; handling
labour issues, creating, licensing & protecting intellectual property rights; product
warranty, service quality and environmental risk prevention; conciliation, litigation
strategy including outside counsel selection, etc.

Sanjay has done his B.Com (Hons), LLB from Delhi University, Fellow Member of the
Institute of Company Secretaries of India (ICSI) and an Associate Member of the
Institute of Cost Accountants of India (ICAI).
 FACULTY PANEL – CONTD.
SHWETA BHARTI
Senior Partner, Hammurabi & Solomon, Law Firm & India Strategy Group, Hammurabi & Solomon Consulting

Shweta as a founder Partner of the firm, Hammurabi & Solomon is engaged in

providing high quality strategy and legal advice & services in India.
Shweta provides a perfect blend of consistent high quality expertise derived from
immense transactional experience and innovative thought in providing solutions to
delicate transactional-legal needs within the often complex Indian regulations, foreign
exchange rules, tax laws and various other commercial regulations working closely
with bankers, accountant and professionals from other disciplines.
Shweta is a very active member of the legal committee of CII and has
presented papers on corporate litigation and strategy at various international forums
including the International Bar Association (IBA), Organization for Economic Co-
Operation and Development (OECD), Society of Indian law Firms (SILF), I-Tech Law
Conference, Legal & Tax Summit of Indian Power Producers Association of India
(IPPAI) on Nuclear Liability Bill, International Academy of Law on Competition Law,
International Indian Bar Association on new business laws of India to name a few.
Shweta is an Alumni of prestigious institutions including Harvard Business School.
Shweta has done her B. Com (Hons.), MBA in International Business (from AIMA,
New Delhi) and LLB from Delhi University.
 EVALUATION & CERTIFICATION

Candidates completing the program will receive Certificate of Participation from

Thomson Reuters.

Candidates would have an option to participate in Evaluation instruments (Class

Quizzes, Final online exam) leading to Certificate of Successful Completion from
Thomson Reuters.

Candidates who participate in evaluation instruments and score 50% or more marks
shall receive Certificate of Successful Completion.

The final decision on evaluation methods rests with Thomson Reuters and may
change.
 PROGRAM FEE

Rs. 25,000 (Rs. 22,250 + 12.36% Service Tax)

An Early Bird Benefit of Rs. 2500 is available for candidates applying

on or before 28th Sept. 2013. The Program Fee under Early Bird is
Rs. 22,500 ( Rs. 20,025 + 12.36% Service Tax)

The Program Fee can be paid by DD to “Thomson Reuters South

Asia Private Limited” payable at New Delhi.

The Fee can also be paid by bank transfer in the favour of “Thomson
Reuters South Asia Private Limited” to Standard Chartered Bank,
Account Type: Current Account, Account Number: 52205923123,
IFSC Code: SCBL0036020
 INFORMATION SESSIONS

• Why should I attend the information session?

– To evaluate the program rigorously and in depth before taking a
final decision
• Who will host the session?
– The seniors and their team from the Professional Skills Training
would address the queries regarding the program
• How can I register for the information session?
– To Register Online click here
 APPLICATION PROCEDURE
IMPORTANT DATES
Application Last Date : 19th Oct. 2013
Welcome Class : 1st Nov. 2013

APPLICATION FORMS

• The candidates can apply online at legalcareertraining.com or via hard copy form.
(Application form can be downloaded from website)

• Supporting documents required :

– 1 Passport size photo

– Proof of Graduation /Diploma Completion [Self attested copy of Degree /Diploma Certificate]

• The filled application form and supporting documents can be sent to: “APCD Applications
Processing, Thomson Reuters, 2nd Floor, Lotus Tower, Community Centre, New Friends Colony,
New Delhi 110 025”.

• The scanned copy of application form and supporting documents can also be sent to
program.admissions@thomsonreuters.com
Program Delivery about Online Learning Platform
 ABOUT THOMSON REUTERS

Thomson Reuters is the world’s largest provider of intelligent information to business and professional
customers. We combine industry expertise with innovative technology to deliver critical information to
leading decision makers in the financial and risk, legal, tax and accounting, intellectual property and
science and media markets, powered by the world’s most trusted news organization. Thomson
Reuters employs approximately 60,000 people and operates in over 100 countries. For more
information, go to thomsonreuters.com

Globally, Thomson Reuter’s legal research is used by more than 80% of the fortune 500 companies.
We help legal professionals stay abreast with emerging topics through Online CLE Centre –
WestLegalEdCenter, US educational casebook & textbook publishing – Foundation Press. Thomson
Reuter’s legal operates in more than 27 countries with strength of 14,600 employees.

Thomson Reuters customers in India include Top Law Firms and Senior Advocates through its Legal
footprint in India – Westlaw India, flagship online research platform combining Indian and UK law,
Sweet & Maxwell legal books and reference materials and Pangea3, the leading legal process
outsourcing business.
 IMPORTANT

All fees are non-refundable; however if the program start is delayed for more than 3
weeks, the candidate is eligible to apply for a refund.

By enrolling for the Program, the candidate agrees to abide by the APCD Terms &
Conditions (available on legalcareertraining.com ) pertaining to application,
payment, registration, conduct of program, assessment & certification.

Thomson Reuters controls the extension or foreclosure of the applications for the
Program.
To know more and to attend free information session

SMS "APCD" to 56070

Or
Call toll free 1800 103 4522