Contract Drafting for Non-Lawyers Training Course

Participants can convert a business discussion into a structured drafting plan.

• Deal summary capturing parties, objectives, deliverables, value and contract term
• Stakeholder interviews using scope, risk, control and exit questions
• RACI matrix for customer, supplier, subcontractor and internal responsibilities
• Assumptions, dependencies and exclusions recorded before drafting begins
• Approval map identifying commercial, financial, technical and legal decision owners
• Term-sheet structure separating agreed points from open negotiation issues

Participants can draft clauses that are clear, precise and commercially usable.

• Plain-language principles: short sentences, active voice and concrete nouns
• One obligation per sentence where duties require separate performance tests
• Modal verbs: shall, must, may and will used deliberately
• Conditions, discretion and timing expressed through objective drafting triggers
• Avoiding vague qualifiers such as reasonable, timely and material
• Parallel drafting patterns for repeated obligations and procedural steps

Participants can control meaning and document relationships through definitions and interpretation clauses.

• Defined terms used only where repetition creates genuine drafting value
• Definition tests: necessity, precision, consistency and operational usability
• Capitalisation, cross-references and singular-plural rules checked systematically
• Interpretation clauses covering headings, persons, legislation and writing
• Version control for schedules, specifications, annexes and referenced policies
• Document precedence drafted to protect the intended commercial bargain

Participants can draft a scope that states what is included, excluded and measurable.

• Scope statements separating deliverables, activities, outcomes and customer inputs
• Specification schedules using measurable requirements and acceptance evidence
• Out-of-scope work identified through explicit exclusions and assumptions
• Deliverable descriptions tied to format, quantity, quality and due dates
• Dependency mapping for customer approvals, access, data and facilities
• Ambiguity checks against sales proposals, tender responses and project plans

Participants can create performance and acceptance provisions that support operational management.

• Acceptance criteria defined before delivery, testing and approval activities
• Service levels drafted with metrics, measurement methods and reporting periods
• Milestones linked to dependencies, evidence, acceptance and payment events
• Defect categories distinguishing minor issues from material non-conformance
• Remedy periods stated with corrective actions and escalation consequences
• Acceptance certificates and deemed acceptance used with appropriate safeguards

Participants can draft commercial payment provisions that match the agreed pricing model.

• Pricing schedules distinguishing fixed, time-based, unit-rate and capped charges
• Invoice clauses specifying supporting evidence, tax treatment and submission timing
• Payment triggers aligned with milestones, acceptance and undisputed amounts
• Expense rules covering pre-approval, receipts, caps and currency conversion
• Price adjustment mechanisms using indices, review dates and calculation formulas
• Interest, set-off and disputed invoice provisions assessed for commercial impact

Participants can draft a change procedure that controls scope, price and schedule effects.

• Change-control workflow from request, assessment, approval and implementation
• Variation forms recording scope, pricing, timetable and risk consequences
• No-oral-modification clauses and authorised signatory requirements
• Emergency changes managed through temporary instructions and retrospective approval
• Baseline documents protected against informal operational scope drift
• Change logs linking approved variations to revised schedules and budgets

Participants can distinguish and draft common assurances without overstating obligations.

• Representations, warranties and undertakings distinguished by purpose and timing
• Authority, ownership and compliance assurances tailored to transaction facts
• Performance warranties linked to stated standards and remedy periods
• Customer warranties covering access, information, approvals and cooperation
• Knowledge qualifiers and materiality thresholds tested for evidential consequences
• Disclaimers reviewed against sales statements and pre-contract communications

Participants can analyse risk allocation and draft commercially coherent protection clauses.

• Risk register connecting contract events, consequences, owners and controls
• Limitation-of-liability clauses covering caps, exclusions and carve-outs
• Direct and indirect loss language examined against foreseeable commercial harm
• Indemnities drafted around defined claims, procedures and defence control
• Insurance clauses specifying policies, limits, evidence and notification duties
• Liability positions compared against price, control and insurability

Participants can identify and draft key information and ownership protections for commercial arrangements.

• Confidential information defined through categories, exclusions and permitted disclosures
• Confidentiality duties covering use, access, security and return requirements
• Personal-data clauses assigning controller, processor and security responsibilities
• Data-processing schedules identifying instructions, sub-processors and incident notification
• Intellectual-property clauses separating background materials from newly created outputs
• Licence grants specifying purpose, territory, duration and sublicensing rights

Participants can draft controls for compliance duties and third-party performance.

• Compliance clauses addressing anti-bribery, sanctions and applicable policies
• Audit rights defining notice, records, access and confidentiality limits
• Subcontracting controls requiring approval, flow-down terms and continuing responsibility
• Supplier codes of conduct incorporated with clear contractual consequences
• Regulatory change clauses allocating monitoring, cost and implementation responsibility
• Conflict-of-interest declarations linked to disclosure and mitigation procedures

Participants can draft exit provisions that protect continuity and clarify post-termination obligations.

• Contract term drafted with commencement, renewal and expiry mechanics
• Termination rights distinguished between breach, insolvency and convenience
• Material-breach clauses defining notice, cure periods and escalation
• Suspension provisions addressing non-payment, safety and access failures
• Exit assistance schedules covering handover, records, staff and data
• Post-termination clauses for payment, confidentiality, return and survival

Participants can draft escalation and dispute procedures proportionate to the transaction.

• Operational escalation ladders assigning contacts, timing and decision authority
• Good-faith negotiation clauses framed with practical procedural commitments
• Mediation and arbitration compared with court proceedings for commercial disputes
• Governing-law and jurisdiction clauses identified as legal-counsel escalation points
• Evidence preservation requirements built into dispute notification procedures
• Without-prejudice communications distinguished from ordinary contract correspondence

Participants can review a proposed contract systematically and prepare a defensible response.

• Clause review sequence: scope, money, risk, control, exit and disputes
• Red-amber-green risk rating applied to proposed contractual positions
• Issue logs recording clause reference, concern, rationale and fallback
• Redlining conventions for additions, deletions, comments and version tracking
• Internal escalation notes separating legal questions from commercial decisions
• Template deviations assessed against approved fallback positions and authorities

Participants can prepare and communicate principled positions during clause negotiations.

• BATNA analysis used to set negotiation priorities and walk-away points
• Interest-based negotiation separates stated positions from underlying business needs
• Package trades linking price, liability, term and service commitments
• Fallback wording prepared for high-risk clauses before negotiation meetings
• Concession logs record movement, rationale, authority and reciprocal value
• Meeting records converted into agreed wording and outstanding actions

Participants can establish administration controls that preserve rights after signature.

• Contract management plan assigning owners, dates, obligations and evidence
• Obligation registers tracking customer duties, supplier duties and dependencies
• Notice provisions applied to communication channels, addresses and deadlines
• Governance meetings structured around performance, risks, changes and decisions
• Performance dashboards linked to service levels, milestones and remedial actions
• Contract repository controls for signed copies, amendments and correspondence

Participants can prepare contract schedules that support fair evaluation and supplier delivery.

• Tender requirements translated into contract-ready scope and evaluation criteria
• Bidder assumptions tested against proposed contract obligations and dependencies
• Schedule design separates mandatory requirements from desirable service features
• Supplier mobilisation plans tied to readiness milestones and acceptance gates
• Framework agreements structured around call-off procedures and ordering rules
• Procurement records preserve rationale for negotiated departures and approvals

Participants can address drafting issues common in technology and managed-service arrangements.

• Implementation obligations distinguish configuration, development, migration and training activities
• Support schedules define severity levels, response targets and resolution targets
• Availability clauses specify calculation methods, exclusions and service credits
• Data migration responsibilities allocate cleansing, validation and acceptance tasks
• Business continuity provisions address recovery objectives, testing and reporting
• Transition arrangements protect service continuity at commencement and exit

Participants can build, review and present a complete commercial contract pack for a defined business transaction.

• Deal brief converted into contract structure, schedules and drafting priorities
• Complete scope, pricing, performance and change-control clauses drafted
• Risk allocation tested through liability, indemnity, insurance and termination provisions
• Clause review completed using red-amber-green ratings and issue logs
• Negotiation positions documented with fallbacks, approvals and rationale
• Contract administration plan presented with obligations, governance and evidence controls