10th Essentials of Commercial Contracts

Learn practical drafting techniques
Date: October 14 & 15, 2014
Location: Calgary
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Highlights

Key issues with respect to the law of contract

Key principles of good drafting technique

Customizing agreements to reflect your objectives

Troubleshooting during the contracting process

Recent and impending legislation impacting contract drafting

Practical use and application of boilerplate clauses

Drafting techniques to improve your protection

Practical considerations to successfully create a written agreement for your international deal

Faculty

FACULTY
COURSE LEADERS
Hanan Campbell, Epcor Utilities Inc.
Hanan Campbell is Associate General Counsel at EPCOR Utilities Inc. She has been involved in many commercial and transactional matters and her practice focuses on a broad range of activities.
Michael Mestinsek, Stikeman Elliott LLP
Michael Mestinsek is a Partner at Stikeman Elliott LLP. He represents domestic and international clients in all areas of commercial litigation and dispute resolution.
CO-LECTURERS
Stephen D. Burns, Bennett Jones LLP
Stephen D. Burns is a Partner at Bennett Jones LLP. His practice focuses on energy & agriculture related technology, procurement & outsourcing, IP, M&As and corporate/commercial matters related to technology.
Cory S. Exner, SAP Canada Inc.
Cory Exner serves as Associate General Counsel for SAP Canada Inc. He has worked with many of Canada’s largest companies on licensing and services agreements.
Andrew G. Kay, WestJet Airlines Ltd.
Andrew G. Kay is Senior Legal Counsel at WestJet Airlines Ltd. Following five years in private practice and over seven of inhouse practice, he has recently moved into the position of Director, International Operations for the airline.
Derek G. Kearl, MEG Energy Corp.
Derek G. Kearl is Senior Legal Counsel at MEG Energy Corp.
Nazeef Muhammad, Value Creation Group of Companies
Nazeef Muhammad is Legal Counsel at Value Creation Group of Companies. He previously had a corporate commercial practice at the Calgary office of a major international law firm.
Chika Onwuekwe, Trican Well Service Ltd.
Chika Onwuekwe is Senior Legal Counsel and team lead on international business transactions and intellectual property matters at Trican Well Service Ltd.
Lorne O'Reilly, Superior Propane / Superior Plus Corp.
Lorne O'Reilly is General Counsel at Superior Plus Corp. / Superior Propane. His primary focus is to provide legal, corporate secretarial and business support, overseeing all legal matters pertaining to day-to-day operations.
Justin Pettigrew, Norton Rose Fulbright Canada LLP
Justin Pettigrew is a Partner at Norton Rose Fulbright Canada LLP and practises primarily in the areas of capital markets, corporate finance and M&As.
Richard Stobbe, Field Law LLP
Richard Stobbe is an IP lawyer and trademark agent at Field Law LLP. His practice is focussed on software licensing, technology transfer, and IT deals as well as trademark prosecution and e-commerce law.

Program

COURSE PROGRAM
Strategies in Drafting Contractual Provisions
This session will discuss the legal and business framework of a contract to be used in conjunction with contract engagement and negotiations, as well as practical drafting in order to ensure that an enforceable agreement is achieved.

Contract law overview and why we do what we do?

Negotiations, evidencing and papering the deal

Assessments of potential issues and troubleshooting

Risk allocation and mitigation considerations

Drafting considerations

Customizing agreements to reflect intentions of the parties

Pre-transaction & Early Stage Agreements
Negotiating and drafting effective and enforceable contracts require that you be prepared to address all contingencies that are likely to arise from the commercial relationship. This session will discuss the steps to be taken to prepare pre-transaction and early stage agreements.

Pre-contractual documents and enforceability

How and when to use a letter of intent

Disclosure obligations and the protection of confidential information

Binding vs. non-binding pre-transaction covenants

Risk Allocation in Commercial Agreements
This session will examine the process of identifying, analyzing, responding to and controlling risks inherent in business negotiations.

Assessing risks prior to entering contracts

Risk identification process

Understanding your clients risk tolerance

Practical ways to manage risks inside and outside of contracts

Exclusion Clauses: Impact of Court Rulings
This session will look at the drafting and enforceability of exclusion clauses, providing drafting tips from a litigation perspective, focussing on how exclusion clauses should be structured.

Three-stage test that considers whether a clause actually applies to the type of breach that is alleged

Enforceability of exclusion clauses: key drafting concerns from a litigation perspective

Doctrine of "fundamental breach"

Drafting Opinions for Commercial Transactions
An increase in e-commerce and cross-border deals being entered into by businesses of all sizes has heightened the need for the preparation of legal opinions that ought to be considered during the drafting of commercial agreements. This session will examine the opinion drafting process.

Best practices for crafting opinions

Key considerations

Types of opinions sought by counsel

Securities law considerations in share transactions

Jurisdictional considerations and risks involved in opinion drafting

Drafting IT Agreements
The pervasiveness of IT has made knowledge of the IT contracting process even more necessary. This session will discuss key considerations in IT licensing and service agreements.

Key clauses in IT agreements

Various models for licensing software

Overlap between licenses and service agreements

Service level metrics and remedies for non-compliance

Statements of work in IT consulting and the lawyer's role

Other issues: privacy, vendor lock-in, third party and open source software

Practical Considerations in Commercial Contracts
This presentation will examine key pre-transaction issues, looking at international agreements and risk allocation processes.

Setting the stage for ongoing relations between the parties: clarifying objectives and setting strategy

Dealing with sale of goods and IP licensing

How to address legal and regulatory compliance issues

Letters of intent and MOUs

Avoiding drafting pitfalls in international agreements

Cross-Border Agreements
Drafting precise commercial agreements plays a vital role in achieving successful cross-border business results, as disputes about the interpretation of written contracts are one of the largest sources of commercial litigation. This session will examine legal considerations in drafting cross-border commercial agreements.

Pre-negotiation due diligence and preparations

Use of local and Canadian counsel

Key contract terms and provisions

Strategies for cross-jurisdictional joint ventures

Effectively dealing with local laws and governmental requirements

Identifying and managing special risks in cross-border transactions

Dispute resolution

Negotiating with non-English speakers

International Commercial Agreements
With businesses of all sizes entering into international business agreements, more contracts are negotiated and drafted across international boundaries. This session explore practical drafting techniques necessary to successfully convert an international deal into a bulletproof written agreement from an in-house counsel perspective.

Pre-negotiation due diligence and preparations

Characteristics and business drivers of cross-border deals

Common structures for cross-border deals

Dealing with local laws, regulatory requirements, local customs and culture

Identifying and managing special risks in international transactions

Drafting Confidentiality and Other Restrictive Covenant Provisions
Confidentiality agreements constitute an important component of any transaction. Getting this agreement right is key to avoiding the negative consequences to the business of a breach of confidence or disclosure of confidential information.

Determining what to disclose

Timing of disclosure

Two-way disclosure considerations

Required disclosure to third parties

Practical drafting considerations

Multimedia Presentations

MULTIMEDIA PRESENTATION
Strategies in drafting contractual provisions
Frank DeLuca
Cassels Brock & Blackwell LLP
Pre-transaction & early stage agreements
Richard Corley
Blake, Cassels & Graydon LLP
Drafting & use of boilerplate clauses
Diane Brooks
Blaney McMurtry LLP
Exclusion clauses: Impact of court rulings
Alan Gahtan
Gahtan Law Office
Drafting opinions for commercial transactions
Jill P. Fraser
Aird & Berlis LLP
Risk allocation in commercial agreements
J.R. Beaudrie
McMillan LLP
Drafting rights, obligations, exclusion and limitation clauses
Teresa A. Reguly
Torys LLP
Panel discussion: Legal frameworks for drafting commercial agreements
Pierre Soulard
Norton Rose Canada LLP
Drafting non-competition provisions
Jesslyn G. Maurier
Bennett Jones LLP
Competition act and investment Canada act provisions in M&A agreements
Omar Wakil
Torys LLP
Drafting IT agreements
Mark Johnson
Infusion Development
Case study: Practical considerations in commercial contracts
Sean S. Caragata
Cisco Systems, Inc.
Exclusion clauses: Impact of court rulings
Glen B. Scott, Q.C.
Brownlee LLP
Legal framework for drafting commercial agreements
Laura M. Safran, Q.C.
Davis LLP
Drafting international commercial agreements
Bryan C. Haynes
Bennett Jones LLP
Strategies in drafting contractual provisions
Kathy I. Pawluk
Value Creation Inc. - Value Creation Group of Companies
Practical negotiating techniques for contracts & agreements
Constance L. Crosby
Cisco Systems
Confidentiality agreements and letters of intent
Martina Nikolic
Aecon Group Inc.
Joint venture & strategic alliance agreements
David M. Shaw
Blake Cassels & Graydon LLP
Negotiating shareholder's agreements
Gary Solway
Bennett Jones LLP
Drafting and negotiating a successful service level agreement
Charles G. Alexander
Citibank Canada
International & cross-border agreements
Dale Scott
General Electric
Electronic contracts
Parna Sabet-Stephenson
Blake, Cassels & Graydon LLP
Outsourcing agreement negotiations
Lisa K. Abe-Oldenburg
Fasken Martineau DuMoulin LLP
Key clauses to be aware of in Mining Agreements: Understanding the legalities of Contract Mining Agreement
Ann Watterworth
Cassels Brock & Blackwell LLP

Participants

Bennett Jones LLP

Epcor Utilities Inc.

Field Law LLP

MEG Energy Corp.

Norton Rose Fulbright Canada LLP

SAP Canada Inc.

Stikeman Elliott LLP

Superior Propane / Superior Plus Corp.

Trican Well Service Ltd.

Value Creation Group of Companies

WestJet Airlines Ltd.

Who should attend

Corporate/Commercial Lawyers, Paralegals, Contract Managers

Price

Price list:-
  • Course: $1975
  • Course and Proceedings : $2274
  • Proceedings Only: $799
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Additional Information

REGISTRATION:
To reserve your place, call Federated Press toll-free at 1-800-363-0722. In Toronto, call (416) 665-6868 or fax to (416) 665-7733. Then mail your payment along with the registration form. Places are limited. Your reservation will be confirmed before the event.
LOCATION:
Sheraton Cavalier Hotel Calgary, 2620 32nd Avenue NE, Calgary, AB, T1Y 6B8, (403) 291 0107
CONDITIONS:
Registration covers attendance for one person, the supplementary course material as described in this document, lunch, morning coffee and refreshments during breaks are provided for registered duration. The proceedings of the event will be captured on audio or video. Multimedia proceedings with all slides and handouts can be purchased separately on a CD-ROM which will also include the event material.
TIME:
Registration begins at 8:00 a.m. The morning sessions start promptly at 9:00.
CANCELLATION:
Please note that non-attendance at the event does not entitle the registrant to a refund. In the event that a registrant becomes unable to attend following the deadline for cancellation, a substitute attendee may be delegated. Please notify Federated Press of any changes as soon as possible. Federated Press assumes no liability for changes in program content or speakers. A full refund of the attendance fee will be provided upon cancellation in writing received 13 days prior to event date. No refunds will be issued after this date. Please note that a 15% service charge will be held in case of a cancellation.
DISCOUNT:
Federated Press has special team discounts. Groups of 3 or more from the same organization receive 15%. For larger groups please call Sandra Frattolillo at 1-800-363-0722, ext. 223 to get more information.
PAYMENT:
Payment must be received seven days prior to the event date.