Contract Law: Drafting Intensive
WEB213NZA35: Attention to detail and finesse in contract drafting is crucial to ensure your contract holds up under scrutiny. This practical webinar will enable you to gain a mastery of some of the most important, and at times overlooked, contract clauses, techniques and drafting tools. Focus on the most important contract clauses and what causes the most problems when weaving in clauses of force majeure, liability, indemnity, warranty, certainty and waiver, and clauses for technology contracts.
Description
Attend and earn 3 CPD hours
Chair: Anton Trixl, Partner, Anderson Lloyd
9.15am to 10.00am Drafting Force Majeure Clauses
- Discuss and explore the key issues to consider when drafting force majeure clauses, particularly in light of the COVID-19 pandemic, such as foreseeability issues, mitigation obligations, and remedies and relief
- Focus on steps contract drafters can take to ensure the clause works well the rest of the agreement's provisions and is appropriately tailored to the context of the agreement
Presented by Amy Ryburn, Partner, Buddle Findlay
10.05am to 10.50am Drafting Effective Liability, Indemnity and Warranty Clauses
Allocation of risk is a key consideration when drafting a contract. When will a party be liable and for how much?
- Gain an update on principles applicable to contractual liability
- Examine the latest case law
- Take away some practical tips on how to draft effective liability, indemnity and warranty clauses
Presented by John Steadman, Senior Commercial Legal Partner, Chorus NZ Limited
10.55am to 11.40am Certainty and Waiver: Key Areas for Drafters to Consider
- A contract must be certain in its terms to be enforceable, but those terms may not be enforceable if they are waived
- How uncertain must a contract be to be unenforceable?
- What are the different species of waiver?
- What are the latest developments in waiver by estoppel?
- Practice points
Presented by Tim Herbert, Barrister, High St Chambers
11.45am to 12.30pm Drafting and Negotiating Technology Contracts: Key Issues to Consider
We will look at some of the key issues to consider when drafting and negotiating technology contracts, such as:
- What is the scope of the project and how is the contract to be structured?
- What type of solution is it? (Bespoke software, licensed software, SaaS?)
- Which development methodology is being used (e.g. agile or waterfall) and how does that affect the contract?
- Who owns the IP?
- What are the supplier’s ongoing service and maintenance obligations?
- What protections are there for the purchaser if things go wrong?
Presented by Gretchen Fraser, Senior Associate, Dentons Kensington Swan
Learning Objectives
- Understand how to effectively draft Force Majeure clauses
- Examine practical issues when drafting indemnities, liability and warranty clauses
- Gain a deeper understanding on how draft for certainty and waiver
- Take a deep dive into drafting technology contracts
Presenters
Anton Trixl, Partner, Anderson Lloyd
Anton is a specialist in the energy and infrastructure sectors. He has extensive experience advising clients in those sectors on project development and project financings, construction, and M&A in over 30 countries. Prior to joining Anderson Lloyd in 2015, Anton was at Clifford Chance in Singapore and Dubai. Anton is a member of the Society of Construction Law New Zealand.
Amy Ryburn, Partner, Buddle Findlay
Amy Ryburn is a partner in Buddle Findlay’s corporate and commercial team. She specialises in commercial contracting and procurement, in particular in relation to technology, media and telecommunications (TMT). Her expertise includes drafting and negotiating agreements for a wide range of TMT projects including cloud computing solution implementations, a full range of network and other telco service contracts, software development projects (using both agile and waterfall methodologies) and complex TMT outsourcing arrangements.
John Steadman, Senior Commercial Legal Partner, Chorus NZ Limited
>John has 20 years’ experience in law. He spent 8 years in private practice in a variety of commercial and litigation roles before moving in-house to support the ICT business arm of Telecom New Zealand. John spent 8 years working for the Telecom/Spark in-house legal team in a variety of roles before moving into a commercial role for three years as the Head of Strategic Projects where he was responsible for the negotiation and contracting of $2b+ 4G network contracts, online media platforms Lightbox and Spark Sport and ran the 5G RFP and negotiations. e has previously written aspects of the Open Polytechnic’s legal executive course and taught aspects of the professional legal studies course at the College of Law since 2011 including the In-House practice elective.
Tim Herbert, Barrister, High St Chambers
Tim is a barrister sole. Having studied law at Brasenose College, Oxford, Tim attended law school at the Oxford Institute of Legal Practice. From there, he commenced his career at Herbert Smith in London and Hong Kong, becoming a solicitor qualified in England and Wales, before moving to the litigation department of the London branch of US firm, Jones, Day, Reavis & Pogue. After two years there, he moved to Australia where he worked for Freehills and Coudert Brothers in Sydney, becoming a solicitor and barrister qualified in New South Wales. He moved to New Zealand in 2005. After 5 years qualified as a barrister and solicitor in New Zealand, practising from LeeSalmonLong in Auckland, he commenced his own practice in 2010.
Gretchen Fraser, Senior Associate, Dentons Kensington Swan
Gretchen is a senior associate in the New Zealand corporate and commercial team. She has a broad business background, having worked both in private practice in leading law firms in New Zealand and the United Kingdom, and in-house across a variety of industries, particularly in the technology and telecoms sectors. As well as providing general commercial and regulatory advice, Gretchen has experience drafting, negotiating and advising on a wide range of commercial/technology contracts such as technology procurement and support, commercialisation of technology, master services agreements, distribution and reseller agreements, software licences, professional services agreements, SLAs, sponsorships, RFPs, software as a service, outsourcing, and franchising disputes.