Masterclasses Contract drafting – become the expert

Become the contract drafting expert everyone consults for all contract drafting matters, making you feel super-confident about:

  • Why certain contract wording is plain nonsense or redundant ‘legalese’, mastering clear and unambiguous contracting
  • Reviewing draft contracts from the other party under foreign law.
  • What makes sense and what is hollow wizard wording.

These contract drafting course sessions will make you the expert for your colleagues who are also involved in contracting.

Most lawyers have learned contract drafting simply by doing, without any education about the why of certain ‘holy’ phrases. Unfortunately, many are copy-pasted hollow phrases. Become the expert by following the full series of contract drafting courses during this masterclass. After that you know what you are doing, and will:

  • Know that “for the avoidance of doubt” typically introduces ambiguity
  • Feel familiar in common law context and other foreign law
  • Learn all about warranties (and representations)
  • See the pitfalls of “Notwithstanding…”
  • Spot the tricky elements in indemnity clauses
  • Know how “including, without limitation…” really works
  • Know when to select arbitration (or why in court)
  • Get the background of many boilerplate (miscellaneous) clauses
  • Distinguish old-fashion legalese from meaningful wording

You will learn that much contract language was derived from the Vikings (early-Medieval times!) and makes no sense anymore.

The masterclasses make you feel comfortable when drafting an excellent, to-the-point contract. You will feel super-confident when reviewing draft contracts from the other party under foreign law. Become confident about what makes sense and what is hollow wizard wording. You can do and redo the contract drafting course sessions any time.

You will learn the techniques to draft readable contracts, free of ambiguity. You will become able to decide quickly if clauses are nonsense or needed (and why). You will be trained to spot tricky clauses. Consider involving team members to improve their drafting and contracting skills.

After this masterclass, you will:

  • feel super-confident when negotiating sense and nonsense clauses drafted by others
  • ensure your contracts protect your business
  • prevent misinterpretation of your contracts
  • write your contracts with more clarity
  • create clarity in business relationships, agreements and rights of parties
  • know how to avoid disputes and litigation
  • become the person everyone turns to with their questions on contracts and contracting

The contract drafting masterclasses aim at:

  • Senior legal counsel with broad experience in drafting contracts
  • Medior lawyers early in their legal career
  • Procurement professionals and contract managers

The emphasis in each of the contract drafting courses that are part of the entire masterclass will be on writing an unambiguous contract (and not on recent case law). No tricks. The language of instruction will be English, with hundreds of examples from real-life contracts.

In addition to the 17 (eighteen) masterclass modules of 60-75 minutes each, you will receive:

  • Nine model contracts (used as examples during the masterclasses)
  • Numerous model clauses
  • Checklists and ebooks for quick reference

See listings below. These will help you in your own contracting practice.

About Willem Wiggers

The masterclasses are given by Willem Wiggers. Willem has over 25 years’ experience in international commercial transactions. After his PhD research work at several top legal institutes worldwide, Willem became an attorney-at-law (advocaat) in the M&A practice of Allen & Overy, followed by interim assignments with Philips Electronics, Royal DSM, NXP, AkzoNobel, ASML.

He is also the founder of Weagree, an innovator that accelerates contracting by a leading contract automation application. Willem has advised many organisations on how to improve their contracting processes and supports them in improving their model contracts and model clauses. Also, he has given the contract drafting courses, in a variety of formats and settings, numerous times to many inhouse legal counsel both inside and outside the Netherlands.

Willem has written several books on contract drafting, including:

  • Drafting contracts, Techniques, best practice rules and recommendations related to contract drafting (published by Kluwer, 2011)
  • Cross-border contracting, How to draft and negotiate international commercial contracts (published by the ITC, a joint agency of the United Nations and WTO), to which Willem is a consultant
  • International commercial contracts, source materials (published by Allen & Overy and by Kluwer Law International)

Do the masterclasses when you have time. The programme is divided into contract drafting course sessions of 50-80 minutes each. You can follow them in random order, at your convenience. The masterclasses are personal (you may not share your login details). The recordings of the contract drafting masterclasses will remain accessible for you (for at least 18 months).

Online training programme

  • For experienced legal professionals, junior lawyers and procurement managers
  • 17 (eighteen) online modules, of approx. 60-75 minutes each

Become the contract drafting expert everyone consults for all contract drafting matters, making you feel super-confident about why certain contract wording is plain nonsense or redundant ‘legalese’, mastering clear and unambiguous contracting.

Free model contracts and model clauses

In the 17 contract drafting courses of the masterclass, many model contracts and model clauses are used. You can use them yourself.

Downloadable materials and contract models include:

  • General purchasing agreement (extensive model, incl. intellectual property rights)
  • Joint venture agreement (incorporated)
  • Distribution agreement (long-form model)
  • Commercial agency agreement (long-form example, with hints how to match your business)
  • Services agreement (procurement long-form, incl. intellectual property rights)
  • Services agreement (service provider-friendly, long-form, incl. intellectual property rights)
  • Loan agreement (small/medium-sized, incl. events of default, warranties)
  • Model memorandum of understanding (or letter of intent)
  • Confidentiality agreement (mutual, with several options)

In addition, certain clauses will be discussed. You will receive those as well:

  • Model clauses related to intellectual property rights (incl. indemnity for IP infringement claims)
  • Model quasi-miscellaneous clauses (e.g. confidentiality, force majeure)
  • Model miscellaneous (boilerplate) clauses
  • Model arbitration clauses (incl. with preceding mediation)

And eBooks with checklists and further guidance:

  • Drafting numbers, dates and time in contracts – Guidelines and best practices
  • Contract interpretation – comparative overview and guidelines

The masterclass programme has four series of contract drafting courses (and you are getting them all of course):

Part A. CONTRACTS – FORMAT AND STRUCTURE

1. Contracts – functions and formats

Contracts come to life by a simple email: ‘offer and acceptance’ is enough. In other words, any format of a contract would suffice. This contract drafting course discusses how to draft (and when to use):

  • Letter agreements
  • Side letters
  • Other formats for a contract

How to draft and when to use:

  • Letters of intent (LOI’s)
  • Memorandums of understanding (MOU’s)
  • Term sheets

Firstly, in which cases is an LOI, MOU or term sheet useful. In this contract drafting course, you will learn in which such pre-contract document is helpful; accelerating the transaction as a whole.

Secondly, and more important, is how to keep your LOI or MOU non-binding. You will learn the five techniques to steer away from an unwanted binding offer.

2. Contract structure (do’s and don’ts)

Poor structuring of contract clauses makes contracts hard to read. You will often find ‘magic’ cerebral phrases. Contract drafting course 2 gives you insight in why or how to draft the first part of a contract.

Followed by plenty guidelines on how to structure and order the contract clauses that follow. And finally, you may wonder when aspects are better dealt with in a schedule.

  • First part of a contract (title, parties block)
  • Contract structure – order of clauses
  • Using schedules and annexes (?)

Part B. CONTRACT BUILDING BLOCKS

3. Drafting a preamble (recitals, background clauses)

There are a few dilemmas that require a quick fix – discussed in this (short) contract drafting course 3:

  • What to address in a preamble?
  • Prohibited language
  • How to deal with definitions in recitals

And what about that dusty phrase that follows immediately after: “now therefore, the parties agree as follows”? And what about the worse part of it, when it happens to talk about “consideration”, “sufficiency”, “mutual promises and covenants”, an “exchange”, “good and valuable”?

4. Definitions and defined terms – the 22 best practices

Definitions are the most contract-typical thing. And yet, many law schools and even law firms do not give a full insight in how to draft, use and position them. Therefore: the 22 best practice rules discussed in a dedicated contract drafting course:

  • Using defined terms and definitions
  • Place and presentation of defined terms
  • Drafting the text of a definition

5. Conditions and triggering events

Conditions may not seem very special, but there are a few remarks to be made. Best practices and guidelines are the topic of this (short) contract drafting course.

Clauses discussed are taken from long-form contract templates:

  • Joint venture agreement (incorporated)
  • Commercial agency agreement (long-form example, with hints how to match your business)
  • Loan agreement (small/medium-sized, incl. events of default, warranties)

(Of course, you get these model contracts as well.)

6. Representations and warranties

Much nonsense is being said about representations and warranties, even in authoritative manuals on contract drafting. While much may be true for one jurisdiction or country, in international contracts, it is helpful to understand that the English take a different view than the Americans, and how non-common law lawyers should appreciate this concept.

An entire contract drafting course is dedicated to:

  • Warranties vs promises
  • Representations are inducements (oral or written) to contract
  • Representations and warranties
  • Allocation of risk (and why that is so)

7. Limitations of liability and indemnities

A most fascinating type of clause that usually remains negotiated until everything else has been agreed. Finding a solution sometimes requires creativity. This contract drafting course gives you much input for creativity:

  • Tips and tricks for limiting liability
  • Ways and why’s of certain limitation-of-liability clauses
  • Best practices of indemnification clauses

8. Force majeure and hardship

In times of corona: a quick scan of the use and need of clauses on Force majeure and hardship. A few best practices, the interests of the parties in case the circumstances change such that the economics of an agreed transaction changes fundamentally.

So, one contract drafting course is dedicated to hardship clauses (on change of circumstances) and force majeure clauses: what is important, what is overstated, and what are the pitfalls in these clauses? The recent model clauses by the ICC will serve as example (along with the model clauses of Weagree).

9. Miscellaneous clauses (boilerplates) – the ins and outs

Those clauses at the back end that you never read (!?) and that may be (or not!) meaningless. While many may seem meaningless in some cases, they are probably not in all types of contracts. But you should know how and when to insert them. And perhaps understand which tricks are sometimes played with boilerplate (‘miscellaneous’) clauses.

One contract drafting course gives you all the ins and outs to the usual suspects:

  • Counterparts
  • Severability (much nonsense about this one, but also good-to-know’s)
  • Entire agreement
  • Independent contractors
  • Time is of the essence
  • Waivers
  • No sub-contracting

10. Dispute resolution and applicable law clauses

There is much literature on the legal (procedural law) side of this. But in contracts, you provide for them. So you need to know which dispute resolution mechanism and what alternatives you have.

The contract drafting course gives you all guidelines and best practices on:

  • Choosing between ‘choice of court’ vs. arbitration
  • Arbitration institutes: and their model clauses
  • Mediation vs. arbitration
  • Arbitration vs. binding advice (independent experts)
  • Choice-of-law clauses
  • Exclude the Vienna Convention 1980 (?)

Part C. CONTRACT LANGUAGE – HOW TO IMPROVE READABILITY

11. Legalese and funny phrases

Learn in one contract drafting course how to use (or please, rather, by all means why to avoid):

  • For the avoidance of doubt
  • From time to time
  • As the case may be
  • Deemed to be
  • Notwithstanding
  • Including, without limitation

12. Archaic doublets and triplets

A masterclass contract drafting about the Vikings and King Arthur. The sense (and mostly non-sense) of:

  • Indemnify and hold harmless
  • Acknowledge and agree
  • Made and entered into
  • Due and payable
  • Right, title and interest
  • Execute and deliver
  • …and many more of such archaic doublets or triplets.

13. Numbers, dates and time in contracts

The dilemmas of dealing with numbers, figures, fractions, ranges and everything you should have known about a date and a time. There are many more dilemmas than you think – addressed in a dedicated contract drafting course.

For example: 30 (thirty)

  • 22 best practice rules
  • Dilemma’s in using numerals (and how to mix numerals and words)
  • Many examples of good practice
  • Many examples of errors or flaws and old-fashion writing

14. Drafting techniques – how to avoid ambiguity and be clear

Much can be said about avoiding ambiguity. This contract drafting course will give you handy tricks to write clear and unambiguous:

  • Contract language, jargon or plain language?
  • Tricks for improving readability
  • Drafting ‘conceptually’ (not exhaustively)
  • Techniques to keep it short
  • Preventing ambiguity

15. The left-right principle – how to be clear

The ultimate guideline to writing a clear and unambiguous sentence.

What they did not teach you at school, and probably not even at your law firm. A fun contract drafting course gives some surprising insights in how to structure your sentences. So that the reader does not miss the main message.

Part D. CROSS-BORDER CONTRACTING

16. Contracting under foreign law

A comparative tour d’horizon of French and German law vs. ‘the’ common law. After this contract drafting course along the shores of some classic legal systems, you will feel much more comfortable when reading and negotiating a contract under foreign law. Sometimes this is inevitable; in that case, you wish to have an insight in the key distinctions.

17. Characteristic common law concepts

  • Approach, drafting style
  • Consideration
  • Remedies
  • Deeds
  • Interpretation