
presents
Best Practices In Crafting Local & International Commercial Contracts
Thursday & Friday, April 17 & 18, 2008
The Peninsula Manila, Makati City, Philippines
A written contract is your bible in any agreement. It should be effective, loophole-free, and well-crafted. It should protect you in times of disagreements and shield you against liabilities. Learn the best practices on how to make contracts work!
COURSE OUTLINE
Part 1: Lecture Presentation of Atty. Tristan Catindig
This will involve a general discussion of contracts and the problems normally encountered in their drafting and negotiation. It would try to answer the following questions:
How does the formation of contracts start?
What is a letter or memorandum of intent? Heads of agreement? When are they used, and what are the possible pitfalls in their use?
Do you negotiate or draft a contract first?
Should you let the other party draft the contract?
How do you handle form or so-called standard contracts?
How do you start drafting a contract? Could you copy from form books?
Should you leave the drafting of contracts to your lawyers?
COMMERCIAL CONTRACTS
What are commercial contracts?
Structure of typical commercial contract
Commencement
Name or nature of agreement
Date
Designation or identity of the parties
Recitals or preambles
Operative part
Definitions
Conditions precedent
Substantive clauses
Boilerplate clauses
Signature section
Schedules, annexes or appendices
Matters of form and style
Fonts
Copies and counterparts
Table of contents and headings
Numbering systems
Notarial acknowledgments
Boilerplates in general
What are they?
What is their value?
Do you have to use all of them?
Boilerplate provisions of general use
Amendment or modification
Assignment
Bankruptcy or insolvency
Cumulative rights
Dispute settlement
Entire agreement
Force majeure
Governing law
No waivers
Notices and change of address
Representations and warranties
Severability
Successors and assigns
Venue of actions
Boilerplate provisions of use in particular contracts
Joint ventures
Agency and distributorship agreements
Licensing and technology transfer arrangements
Contract of sale of goods
Part 2: Lecture Presentation of Atty. Arturo M. De Castro
CONTROVERSIAL CLAUSES AND COVENANTS IN CONTRACTS
Contracts in General
1. Negative Covenants
2. Non-competing clause
3. Cross default clause
4. Waivers
Real Estate and Chattel Mortgages
5. After acquired property clause
6. Dragnet Clause
7. Minimum Collateral Value
8. Floating Rate of Interest – Potestative
Equity and Interest rate
Private International Law
9. Stipulation of the applicable law
10. Nationality principle
11. Domiciliary rule – formalities of contract
12. Lex Situs
Part 3: Lecture Presentation of Atty. Jose A. Bernas
SPECIAL CONTRACT PROVISIONS IN GOVERNMENT CONTRACTS
1. Sample Contract Provisions
2. Best Practices - Wordings to Include
- Things To Do, Actions To Be Taken
3. Red Flags - Common Pitfalls in Contract Stipulations
- Things To Avoid
4. How to Protect Yourself against Government Contract Liabilities
PART 4: Lecture Presentation of Atty. Jim V. Lopez
SIMPLIFYING THE COMPLEX LANGUAGE OF CONTRACTS
SUMMARY AND INTEGRATION
For inquiries, you may call (+63 2) 842-7148 or telefax (+63 2) 842-7159. You may also check details at www.cgbp.org.
Register early and avail of the Early Bird discounts. Limited seats with pre-registration required.