Who should do this course?

The decision makers, entrepreneurs, executive directors and officers who regularly enter into or negotiate contracts should take this course. It is also ideal for lawyers looking to specialize in contract drafting and negotiation.

Is contract drafting a skill?

Contract drafting is a fundamental skill for legal professionals, essential for protecting client interests and ensuring that agreements are enforceable.

What is the role of a contract drafter?

Contract drafters (also known as transactional lawyers) play a role as important as the negotiator, the supplier of goods or services or the marketer. litigation attorneys. The mark of a success transactional lawyer is one whose contracts seldom need interpretation.

What will I do if I miss my class?

There are few options if you miss a class. You get free access to LMS where you can find course content in an organized form. You view recorded class sessions.

Are you accredited or licensed by educational organizations?

Henry Harvin® is recognized for its quality and uniqueness by leading publishers like Hindustan Times, Statesman, Hans India, Business World, The Pioneer and leading channels such as Aaj Tak and News World India. Moreover, Henry Harvin® is an ISO 29990:2010 (International Standard for learning services for non formal education and training services) certified and audited from UKAF, UK Cert and MSME

I have registered for an online course. What happens next?

After enrolling in a class at Henry Harvin, you will be assigned a Confirmation Email. Next you will be assigned to a relationship manager from our support team who will guide you further with the process of getting linked with our trainers and obtain the class schedule.

How will I receive my certificate after completing the course?

You will receive the digital certificate post training completion via learning enhancement tool after registration. However you can also get the hardcopy of the course on request.

Do we have a program upgradation option available?

Yes, Upgradation to an international Advanced Diploma from Dunster Business School, Switzerland is available.

Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution

Q: What is the duration of Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution?

The Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution at Henry Harvin is a 80 Hours program.

Q: Are you accredited or licensed by educational organizations?

Henry Harvin&reg; is recognized for its quality and uniqueness by leading publishers like Hindustan Times, Statesman, Hans India, Business World, The Pioneer and leading channels such as Aaj Tak and News World India. Moreover, Henry Harvin&reg; is an ISO 29990:2010 (International Standard for learning services for non formal education and training services) certified and audited from UKAF, UK Cert and MSME

Module 1: Orientation and Tools for Effective Contract Drafting

General Principles of Contract Law
Module 2: Introduction to parts of Contract and Introductory Clauses
- Introduction to Parts of a Contract
- Introductory - factual and interpretation clauses
- Operative clauses
- Boilerplate clauses
- Annexures or schedules
- How to ensure that your document is adequately customized to the situation and does not look like a copy-pasted version from another document?
- The Definitive Contract Checklist
Module 3: Operative Clauses of a Contract
- Representations and Warranties clauses and covenants
- How to draft a representations and warranties clause
- Time of making the representations and warranties
- Consequences of false representations and warranties
- Conditions precedent, conditions subsequent and completion
- How to draft obligations and payment clauses in any contract
- How to draft payment related clauses and increment clauses
- How to handle situations of default in payment
- Clauses reflecting consideration (reciprocal promises of performing obligations and payment)
- Term, termination, renewal and survival clauses
- Termination on expiry of term, for convenience, for change of control, death or disability, insolvency, termination for cause and termination upon force majeure events;
- Renewal by mutual agreement, renewal by notice of one party, automatic renewal
- Survival clauses
- Confidentiality, non-compete, non-solicit and exclusivity clauses
Module 4: How to Draft Risk Mitigation and Boilerplate Clauses
- Assignment and change of control clauses
- Effect of assignment, anti assignment provisions
- Change of control
- Assignment of intellectual property and insurance policies
- Waiver, variation and severability clauses
- No waiver clauses
- How to draft a written waiver pursuant to a no waiver clause
- How to draft a variation clause
- Indemnity and limitation of liability clauses
- Indemnity arising from breach of representation or warranty
- Indemnification against the effects of a party’s own defaults
- Third party infringement claims and litigation owing to intellectual property violations
- Pointers for drafting an effective indemnity clause
- Indemnity Vs. Guarantee
- Notice and communication clauses
- Different types of notices
- Key points to consider while drafting a notice clause
- When is the notice considered delivered
- Consequences of erroneous drafting of notice clause
- Governing Law, Jurisdiction, Dispute Resolution and Arbitration
- Why is it necessary to specify governing law?
- Arbitration and staggered arbitration clauses for dispute resolution
- Ad-hoc Vs. Institutional Arbitration
- How to draft an effective arbitration clause?
Module 5: Contract Breach and Execution
- Contract Breach and Execution
- Breach of representations and warranties
- Breach of covenants
- Breach of any other obligations by a party
- Breach of payment
- Remedies for breach - rescission, specific performance, injunction
- Types of damages - compensatory, punitive, nominal, liquidated damages
- Things to keep in mind while drafting clauses related to breach
- Difference between breach and indemnity claim
- Execution of contracts
- Legal requirements for validity and enforcement
- Stamp duty and how to calculate stamp duty
- Registration
- Attestation
- Notarisation
- What is an apostille
- Does stamp paper expire? What is the validity of agreements on old stamp paper?
- Understanding electronic contracts and digital signatures
- Online contracts and terms of service
Module 6: Contract Negotiation
- Common negotiation techniques and pitfalls
- Avoid unclear terms and undefined projects
- Cultivate a perception of value and desirability
- Have respect for yourself and show respect for the other side
- Do not make unconditional concessions
- Be willing to walk away
- How to use the weight of a large institution to obtain what you want
- How to negotiate with an institution which has multiple stakeholders
- Hostage negotiation techniques and pitfalls
- Tactical empathy and ‘that’s right’ approach
- Calibrated questions
- Mirroring
- Labelling
- Neutralise the negative
- Beware the Yes, master the No
- Find the black swans
- Bargain hard to get the right price
- Negotiation case studies
- AT&T and iPhone
- Apple Books and Harper Collins
- Pixar and Disney
- Gorilla Glass
Module 7: General Contracts
- Confidentiality and Non-Disclosure Agreement/ Non-Circumvention
- Heads of Terms/Letter of Intent/Term Sheets
- Exclusivity and Lock Out Agreement
- Commission Agreement
- Finder’s Fee Agreement
- Memorandum of Understanding
- Non-Circumvention and Fee Protection Agreement
- Test and Evaluation Licence Agreement
- Interim Services Agreement
- Event Management Contract
Module 8: Commercial Agreements
- Manufacturing Agreement
- Venue Hire Agreement
- Terms and Conditions Agreement
- Representation/Agency Agreement
- Marketing Agreement
- Provision of Services Agreement
- Distribution Contract
- Consultancy Agreement
- Management Agreement
Module 9: Corporate Contracts
- Co-Founders Agreement
- Partnership Agreement
- Limited Liability Partnership Agreement
- Articles of Association of a Company
- Business Transfer Agreement
- Share Purchase/Sale Agreement
- Business / Asset Sale Agreement
- Joint Venture Agreement
- Shareholders Agreement
- Share Subscription Agreement
- Employment/Service Agreement
- Trust Deed
Module 10: Lending and Security Documents
- Single Bank Loan Agreement
- APLMA Syndicate Loan Agreement
- Mortgage Deed
- Deed of Hypothecation
- Pledge Agreement
- Corporate Guarantee and Promoter Company Guarantee
- Net-worth certificate from a CA
- Non-Disposal Undertaking
- Parent Company Comfort Letter
- Inter-corporate loan agreement
- Loan Payment/Settlement Agreement/ No Dues Certificate
Module 12: Intellectual Property Agreements
- IP License
- Technology Transfer Agreement
- Franchising Agreement
- Event Merchandising Agreement
- Inventions Agreement
- IP Assignment Agreement
- Content license agreement
- Work-made-for-hire agreement
- E-book publishing agreement
- Electronic Publishing Agreement
- Music license agreement
- Video game Trademark License Agreement: Internet Use
- Research and Development Agreement
- Hospitality Rights Agreement
- Music Adaptation Agreement
- Music Synchronisation Agreement
Module 13: Common Internet and Technology Contracts
- API and the law
- Analysis of conditions for use of API by Facebook, Amazon and Paytm
- Privacy Policies
- Terms of Services for Websites and Platforms
- Click-Wrap End User License (EULA)
- Cloud Computing Agreements
- Standard Distributor License clause
- Master Services Agreement
- Statement of Work
- Service Level Agreement (SLA)
- Technology Transfer Agreement
- Software development Agreement
- Domain Name Assignment or Domain Name Transfer and Settlement Agreement
- Affiliate Agreement
- Software/Hardware Sale and Purchase Agreement
- Hosting services and video networks such as AWS, Dropbox, and Vimeo
- Content-related terms for user-generated content
- E-commerce sites
- Social media networks
- Children’s website and terms of use
- Limitations to online execution of documents and common workarounds
- Responsibilities of parties, Statements of Work, change orders and new assignments
- Performance metrics and Service Levels
- Consequence of incomplete work or sub-par performance levels
- Invoicing and payment
- Escrow mechanisms
- Dispute settlement - Arbitration, Choice of Law and Jurisdiction
- Digital and electronic signatures (e.g. e-Mudhra, Docusign)
- AEPS and UPI-based payments
- Limitations to online stamping
- Use of online apps
- Key types of technology contracts
- Software License and Ownership Agreements
- IT Services Agreements
- Cloud Services Agreements
- Combination Agreements
- Operative clauses in a technology contract
- Responsibilities of parties, Statements of Work, change orders and new assignments
- Performance metrics and Service Levels
- Consequence of incomplete work or sub-par performance levels
- Invoicing and payment
- Escrow mechanisms
Module 14: E-Commerce Contracts
- E-Commerce Website Development and Services Agreement
- Order Fulfilment Agreement
- Terms and Conditions of Use for a Product Website
- Terms and Conditions of Sale
- Subscription Services Agreement
- Software Maintenance and Support Services Agreement
- Web Development/Hosting
- Website Materials
- Advertising Terms and Conditions/Agreement
- Affiliate Program Services Agreement
- Promotion Agreement
- Data Processor/Processing Contract Letter
- Website Content Provision Contract
- Net Brand Development and Management
- Internet Services Agreement
- Website design consultation agreement
- Host-licence and distribution agreement
- Internet banking services agreement
Module 15: Contract-related Documents & Post Contractual Matters
- Variation/Amendment Agreements
- Termination Agreement
- Side Letters
- Deed of Releases/Contract Cancellation
- Deed of Nomineeship /Trust
- Post Incorporation Contract Adoption
- Deed of Gift
- Powers of Attorney
- Deed of Assignment
- Deed of Novation
- Parent Company Letters of Comfort
Module 16: Dispute Resolution, Enforcement and Litigation Strategy
- Arbitration strategies and concepts
- Arbitrability of disputes
- How to initiate arbitration proceedings
- How to appoint arbitrators
- How to challenge appointment of arbitrators
- Grounds for challenging validity of arbitration agreement
- Powers of the arbitral tribunal
- Stages at which court intervention is likely
- Interim relief strategies
- How to draft a statement of claims and statement of defense
- Key changes introduced by 2015 amendment to arbitration law
- International Commercial Arbitration
- Seat vs. Venue
- Choice of different jurisdictions
- International commercial arbitration vs. foreign awards
- Exclusion of oral hearings and other expedited arbitration procedures
- Pros and cons of institutional arbitration and how and when to select an arbitral institution
- Why and when to use anti-suit injunctions
- Enforcement and Challenge of Awards
- ICC Rules vs. Indian Council of Arbitration Rules
- Pre-dispute negotiation
- Why conciliation is preferable to mediation in India
- Contract-based mediation vs. Court annexed mediation
- Case study of Delhi High Court Mediation Rules
- When to use expert determination
- Most common defenses to breach - Force Majeure, Frustration, Material Adverse Change
- Third-party rights’ infringements
- Handout: Arbitration-related documents
- Handout: -Notice of Arbitration
- Handout: Statement of Claims
- Handout: Statement of Defence
- Handout: Application for interim relief from court (under Section 9)
- Handout: Application for interim measures from arbitral tribunal (under Section 17)
- Handout: Appeal against interim award
- Handout: Application for appointment of arbitrator
- Handout: Application to set aside an arbitral award
- Handout: Execution petition for enforcement of arbitral award
- Handout: Civil suit-related documents
- Handout: -Plaint in a suit for damages
- Handout: Application for temporary injunction
- Handout: Application for specific relief
- Handout: Application for permanent injunction
Module 17: Document Design and Structure
- State the general principles of drafting and the relevant substantive rules.
- Identify the types of drafting and conveyancing relating to various deeds and agreements.
- Select the software appropriate for the task.
- State the principles of legal writing & paraphrasing
- Identify precedents to ensure consistency of design and layout.
- Identify the various sources for accessing analytical, logical and investigative articles, reviews and dissertations on current legal issues and amendments.
Module 18: Development of Legal Documents
- Describe the functions and particulars of pleading, signing and verification.
- Describe the process of civil and criminal pleading.
- Prepare legal documents by modified approved existing precedent documents.
- Interpret information from dictated notes, notes provided and audio recordings and use as instructed.
- Use a range of advanced software functions to ensure accurate completion of the task.
- Perform proofreading of documents for accuracy of content and consistency of layout and style.
- Perform printing of documents, back-up copies, save and store the document in the appropriate folder.
Complementary Module 1: Soft Skills Development
- Business communication
- Preparation for the Interview
- Presentation Skills
Complimentary Module 2: Resume Writing

Resume Writing

Know the complete offerings of our Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution