Drafting International Contracts

Daily contract activities are increasingly focused on negotiating and drafting contracts in English, subject to different choices of law, e.g. Danish, German, Swiss, English, French or US law. But how does the choice of e.g. Danish, Swiss or English Law influence e.g. the interpretation of the contract and the validity of limitation of liability and penalty clauses? And what about the effect of best efforts, force majeure and termination clauses? What should the prefered choice of law and jurisdiction be? And how should the clauses be formulated in order to have the expected effect?

Learn to integrate advanced legal considerations when negotiating and drafting contracts

Participant profile
The typical participant work as a lawyer, a contract manager or inhouse counsel in an SMV, export company, a multinational company, in a public procurement organisation or act as an advisor for such company or organisation. The participant has a legal background or considerable experience with drafting contracts in English. She/he has a desire to understand different legal cultures and negotiation styles better, so daily negotiations and contract drafting can be more efficient and with fewer conflicts or the participant simply wants to make better contracts that works!

Benefits
By taking this course, you will understand the basic legal considerations when negotiating and drafting international commercial contracts, subject to different choices of law and jurisdiction. You will be able to understand the most important differences between common and civil law, and how you must adress this when negotiating and drafting international contracts. You will also be able to understand the "mindset" of negotiaters and drafters from other jurisdictions better, and by doing that, you will be better to propose and implement the necessary solutions to the benefit of your organisation or client.

Kurset kan godkendes som obligatorisk efteruddannelse for advokater/This course is elegible as obligatory continuing education for lawyers.

The course takes place as in-person classroom teaching, but participants may choose to attend online in whole or in part (Microsoft Teams). Contact NSCCM by email britt.torp@nsccm.dk or by mobile number 7020 0131, if you wish to attend online.

Material
As part of the course there will be a comprehensive collection of materials (approx. 200 pages of contracts, laws, cases etc.). The material is accessible via NSCCM´s homepage 14 days before the course begins.

Content /Indhold

Content

Online live streaming offered
Upon request, you can now choose to have livestreamed training through microsoft teams. Contact NSCCM by email britt.torp@nsccm.dk or by mobile number 7020 0131 for an appointment.
Please note, that we reserve the right to conduct the entire training online, if there are 6 students or less enrolled in a course. We will inform you no later than 1 week before the first day of lessons, should this be the case. We do this instead of cancelling the course.

Course topics

The course will initially focus on the legal method which is necessary to consider when drafting international commercial contracts. Then, a selection of the most important contract clauses will be analyzed from the point of view of negotiating and drafting the best posible clause for the particular purpose and circumstances of the contract, including choice of law and jurisdiction. Among others, the following clauses will part of an analysis:

1. Letters of intent, Non-disclosure and Recitals

2. Interpretation clauses and good faith and fair dealings

3. Best efforts clauses

4. Penalty clauses

5. Limitation of liability clauses

6. Force majeure and hardship clauses

7. Termination and post-contractual obligation clauses

8. Law and venue clauses

As part of the course the background law must be considered, and the most important differences between drafting techniques in civil law and common law will be highlighted, with a basic reference to Danish contract law and international contract rules and principles.

The course is interactive, and requires you to participate in discussions and exercises.

Participants need to be reasonably fluent in English.

Teachers

Michael Pedersen

Legal Business Partner, Domestic Building Projects, Grundfos Holding, cand.jur.

Michael has more than 25 years of experience with contract negotiation and drafting, dealing with different types of contracts, e.g. sales and procurement contracts, construction and wind energy. He has been Chief Legal Counsel, Special Projects and Head of Legal Corporate, Procurement and HR, Grundfos as well as Legal counsel, Vestas. Michael has been external lecturer at the Department of Law, Aarhus University for almost 10 years, where he developed the course Drafting Commercial Contract together with René Franz Henschel. He has been giving in-house and open courses lectures for many years.

René Franz Henschel

Professor at Department of Law, Aarhus University, IACCM/WorldCC Certified at Expert Level, appointed Fellow

Professor at the Department of Law, Aarhus University. Fellow, IACCM/WorldCC, certification at expert level René is an experienced educator and researcher in contract law as well as contract management. He has published a large list of articles and books concerning the subjects and has a lot of practical experience through his work as a consultant – working for law firms, regions, municipalities and IT suppliers amongst others. René is a member of the IACCM/WorldCC Advisory Board as well as being co-writer of many of the textbooks that we use in our education. René has taught in contract and commercial management since 2010. He was appointed Fellow in January 2021 by WorldCC for his great contribution to developing contract management as an international disciplin and his personal commitment to spreading WorldCC's vision and mission of creating more value in trade relations.

Overview: Drafting Commercial Contracts

Form

2 days with theory, exercises, examples and discussions of the participants' own examples of clauses.
The teaching will be conducted in English.

Materials

50 pages “easy-to-use reading guide” on the relevant clauses. In this material, the participants will find overviews of different clauses, how they differ in wording and understanding in the different jurisdictions, how to avoid common pitfalls, etc.

Participants are offered to buy a book as part of the course, which further elaborates on the specific topics.
The teaching will be conducted in English. However, there will be offered an English/Danish legal terms guide as part of the course.