Legal Skills: Contract Law: International commercial agreements

Audience

• Heads of legal departments
• In-house counsel
• Lawyers in private practice
• Commercial directors and managers
• Legal advisers
• Procurement directors and managers

Skills Gained

This programme will help you:

• Understand the essential issues to be analysed prior to negotiation
• Understand the tactics commonly employed in international negotiations
• Gain an insight into the negotiating styles prevalent in a number of countries
• Ensure that you can identify, manage and turn cultural differences into commercial advantage
• Understand competition law and how it can effect your commercial agreement and how to avoid common mistakes
• Get a full overview of the most popular types of agreement with advice, sample agreements and workshop session to help enforce the knowledge
• Select the most appropriate dispute resolution techniques
• Avoid the pitfalls that await the unwary in drafting international commercial agreements

Course Outline

DAY 1

International negotiation skills (part I)

• Why (or why not) negotiate?
• Negotiating styles and techniques
• World class negotiating strategies
• The power of silence

International negotiation skills (part II)

• Manipulative ploys
• Creative problem solving
• Negotiating with difficult people
• Negotiating written agreements
• Negotiating in cyberspace

Legal aspects of negotiation - pre-contract issues

• Pre-contractual liability in civil and common law
• Types of non-binding documents
• Drafting non-binding documents

Comparative Workshop: drafting techniques

• Definitions and interpretation
• Drafting common clauses
• Common pitfalls and how to avoid them

Dealing with cross-cultural issues

• Identifying and managing cultural barriers
• Dealing in different business environments
• Turning cultural differences into commercial advantages
• Cross-cultural communication and negotiation

DAY 2

Choice of law, jurisdiction and ADR

• How to choose the governing law and jurisdiction
• Selecting the forum
• Impact of international treaties and enforcement
• Use of arbitration
• Alternatives - mediation
• Sample clauses reviewed

Commercial agents

• Comparison with distributors
• Review of key commercial terms
• Overview of EU Directive on Commercial Agents
• Compensation liabilities on termination

Competition law (part I)

• Articles 81 and 82 and EU Treaty
• Vertical agreements
• Horizontal agreements
• Exemptions and block exemptions
• Effect of a dominant position on agreements

Competition law (part II)

• What to look out for in agreements
• Drafting agreements to comply with EU and UK law
• Common mistakes and how to avoid them

Workshop: drafting agency and distribution agreements

• Exclusivity and minimum performance targets
• Definitions of products and territory
• Obligations of the parties
• Intellectual property rights
• Commencement and termination

DAY 3

Distribution agreements

• Pre-contract issues
• Sample clauses reviewed

Drafting international joint venture agreements

• Different forms of joint ventures
• Initial joint venture documentation
• Substantive joint venture documentation
• Termination provisions
• Sample agreements

Technology licensing

• Overview of the applicable law
• The block exemption as amended
• Sample clauses reviewed
• Advice on drafting

Workshop: Technology licensing agreements

• A review of a sample agreement

Legal Skills: Contract Law: International commercial agreements / CM024978