Drafting Difficult Commercial Contract Clauses: Price, Good Faith, Warranties and Indemnities

Drafting, reviewing and amending commercial contract clauses effectively is a vital skill for both lawyers and those involved in negotiating or managing commercial agreements.

Even familiar clauses can create significant legal and commercial risk if they are unclear, incomplete or poorly adapted to the transaction. Price and payment provisions may fail to deal properly with increases, discounts, disputed invoices or late payment. Good faith obligations may be uncertain or unexpectedly wide. Warranty clauses may not reflect the appropriate remedies. Indemnities may expose a party to wider liability than intended.

This practical live online course will examine four important types of commercial contract clause: price and payment, good faith, warranties and indemnities.

The session will focus on how these clauses operate in practice, the risks they can create, and how they can be drafted or amended to better reflect the parties’ commercial intentions.

Delegates will be taken through the key legal principles, common drafting problems and practical negotiation points that arise when dealing with these clauses.

The emphasis throughout will be on practical advice: understanding what the clause is intended to achieve, identifying hidden risk, avoiding unnecessary uncertainty, and improving the clarity and commercial effectiveness of contract drafting.

Who Should Attend?

This course is aimed at:

• Commercial lawyers
• In-house lawyers
• Contract managers
• Procurement professionals
• Business owners and senior managers involved in commercial contracts
• Fee earners who draft, review or negotiate commercial agreements
• Non-lawyers who want a clearer understanding of key contract clauses
• Practitioners who want a practical refresher on common commercial contract risks

Topics Covered

The course will explore:

Price and Payment

• Pricing definitions
• Price increase mechanisms
• The appropriate use of discounts
• Payment terms
• Remedies for late payment and non-payment
• Dealing with disputed invoices
• Drafting points to reduce uncertainty and avoid later disputes

Good Faith

• What is meant by “good faith”
• When good faith obligations may be enforceable
• The extent of good faith duties
• Whether duties are likely to be interpreted broadly or narrowly
• Practical drafting points when including or resisting good faith obligations

Warranties

• The differences between conditions, warranties and innominate terms
• Key warranties and remedies in sale of goods contracts
• Key warranties and remedies in supply of services contracts
• Additional warranties commonly included in commercial contracts
• Drafting warranties so that obligations and remedies are clear

Indemnities

• The difference between a claim for damages and a claim under an indemnity
• Defining the “indemnified party”
• Limiting the scope of an indemnity
• Limiting the operation of an indemnity
• Common drafting risks in indemnity clauses
• Practical points when negotiating indemnities

Learning Outcomes

By the end of the session, delegates should be better able to:

• Identify the main risks in commonly used commercial contract clauses
• Draft clearer and more effective price and payment provisions
• Understand when price variation, discounts and disputed invoices need specific drafting
• Recognise the potential significance of good faith obligations
• Understand the difference between conditions, warranties and innominate terms
• Draft and review warranty clauses with greater confidence
• Understand the practical effect of indemnities
• Recognise when indemnities may create wider liability than intended
• Amend clauses so that they better reflect the parties’ legal and commercial objectives
• Give clearer advice on the risks and negotiation points arising from key contract clauses

Extensive notes will be provided and time will be allocated for delegate questions.

Presented by Keith Markham

Keith Markham has over 25 years’ experience of delivering legal training to solicitors, in-house lawyers and commercial organisations.

He is known for his clear, practical and commercially focused approach, helping delegates understand not only what the law says, but how it applies to the drafting, negotiation and management of everyday commercial contracts.

Keith regularly presents on contract law, commercial agreements, data protection and related business law topics, and his training is designed to give delegates practical tools they can apply immediately in their work.

Price

The price for this course is £199 + VAT.

This is a per organisation price, so, in addition, up to 10 of your colleagues can participate at no additional charge, even if they are viewing from a different location or at a different time.

So, if there are 10 of you, the cost per delegate would be just £19.90 + VAT per person.

For firms with four or fewer partners, you can purchase a single place for £99 + VAT.

The course can be streamed live to your desktop, laptop or phone, or you can watch the recording whenever and wherever you want. In either case, you will receive a link to the recording of the course.

To book a place on the course, please click on the booking link. If you do not know all the names of your delegates, you can still book for those you know and add additional free delegates at a later date. All free delegates need to be registered in order to receive joining instructions.

Important Notes about Booking

Payment can be made by credit or debit card, or alternatively by invoice. The option to pay by invoice is below the pay by card option in the booking form.

If you do not have the complete list of who will be attending, you can book for those you know will be attending and add the others at a later date.

Please ensure that, when booking, you enter colleagues’ email addresses entirely correctly, as failure to do so may mean that they do not receive joining instructions.

The Legal Training Consultancy

The Legal Training Consultancy is a full-service training consultancy with a large portfolio of conferences, courses and trainers. Over the years, we have been responsible for putting together a vast number of law and tax-related conferences, webinars, seminars, videos and e-learning modules — altogether well over 2,000.