CCC213 | The Review and Negotiation of Commercial Contracts

This course is a standalone elective that will apply parts of the alternate dispute resolution and jurisprudence courses of the B.A., LL.B. (Hons.) rogramme. We will examine commercial contracts in a larger business context, practice how to read and understand common clauses, and engage in simulations and discussions of negotiation strategies.

We will study typical contractual provisions in the context of two frequently used commercial contracts. The templates of a Confidentiality Agreement and a Master Services Agreement will form the basis for our discussions and analysis. Clauses will also be examined in thecontext of cross-border contracting. Since this course is a broad introduction to commercialcontract review and negotiation, complex commercial contracting arrangements (e.g.,mergers, acquisitions, financing, and other highly regulated transactions) fall outside its scope.

This course will consist of lectures and seminar-style discussion. Students will engage with prescribed readings (as detailed against each session below), complete and submit exercises, and carry out simulated negotiation excercise(s) (individually or in groups).

The course will be divided into the following modules:

– Introduction

– The Contract Review Process and Pre-Contract Considerations

– Confidentiality Agreements / NDAs

– Common Contractual Clauses in Master Service Agreements

– Negotiating Commercial Contracts

If time permits, we will also have a guest lecture on the negotiation of contracts in the banking and finance industry.