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Practical Understanding of Legal & Common Commercial Clauses in Commercial Agreements for Non-Legal

In this highly practical seminar, participants will acquire the skills to read with ease the Legal and Common Commercial Clauses used in Commercial Agreements. Best practices and recent cases will also be shared to reinforce practical understanding. You do not need to have prior legal knowledge to attend this course.

Outline

1. Reviewing and Drafting Types of Boilerplate Clauses and Commercial Clauses

• How much standard (boilerplate) clauses should be included in the contract?
• Examining the functions of these standard boilerplate clauses
• Consequential loss, indirect and direct loss
• Jurisdiction clause
• Intellectual property clause - foreground v background intellectual property
• Time of the essence
• For convenience clause
• Force majeure clause and doctrine of frustration at common law
• Severability clause
• Variation clause and doctrine of variation and its 4 exceptions
• Entire agreement clause and parol evidence rule

2. Understanding Warranties, Liabilities and Indemnities Clauses

• Warranties clause
• Evaluating and reviewing implications of excluding and limiting liability under Unfair Contract Terms Act
• Identifying factors that determine a "reasonable" clause
• Indemnity clauses and its limitation

3. Understanding Termination Clauses

• Breaches of conditions, warranties and innominate terms
• Types of termination
• Liquidated damages and doctrine of penalty
• Early termination clauses
• Best practice dispute resolution procedure into the contract
• Mediation - arbitration clause
• Novation
  - Managing breach of commercial contracts
  - Damages must not be too remote
  - Principle of mitigation

Who should attend

Non-legal Professionals, Business Directors and Managers who will like to acquire a practical understanding of the Legal and Common Commercial Clauses used in Commercial Agreements.

Profile of Catherine Tay

Catherine Tay has over 35 years of lecturing experience as an Associate Professor lecturing business law at the National University of Singapore (NUS) Department of Strategy and Policy, NUS Business School. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She is an author of more than 8 law books, including her best-seller book title called "Contract Law - A layman Guide".

She studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws with Honours and with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws.

She has facilitated seminars and in-house training courses for many business law topics such as tenancy agreements, contract administration management, procurement contracts, legal and practical aspects of tender management, Service Level Agreements and Outsourcing contracts, oil and gas contract management, insurance contracts, Intellectual Property Laws and PDPA data privacy laws. She is an examiner on law subjects for a number of professional bodies and universities in Singapore and overseas. She has lectured at the NUS Extension in professional and business management law courses.

She was an adjunct lecturer at NUS Institute of System Science, in IT outsourcing contracts for over 20 years. She is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.