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Businesses large and small and their lawyers deal with contracts all the time. The two main roles of a contract are to: (1) clearly lay out the agreement between the parties and (2) allocate risks and rewards between the parties. Thus, it is important to be able to review/revise or draft a contract that best serves the needs of and protects your company or client.


The program does not cover Chinese or U.S. contract law, but rather covers a wide variety of basic contract issues, including: the typical parts of a contract and what should be included in those parts; the common concepts used in a contract to lay out the agreement (e.g. representations, warranties, covenants, conditions, and declarations); the use and misuse of "shall;" contract termination; remedies for breach of contract; dispute resolution; how to avoid ambiguity; the use and abuse of form contracts; the use of Plain English in a contract (such as short paragraphs and sentences, active or passive voice); consistent use of terms throughout the contract; translation issues; and common mistakes in contract drafting. The intended audience is business people and young lawyers who want to understand the fundamentals of contract drafting/reviewing.

Session Outline

1) Introduction and Resources


2) Role of the lawyer

  • "what about?"  "what if?"     

3) Most contracts are similar, yet each is unique

  • Analogy to Chinese poetry 唐诗, 宋词

4) Why do we draft contracts?

  • Purposes of a contract

5) Who is you audience?


6) What are the goals in drafting contracts?


7) Four Principles of good contract drafting

  • Precision, simplicity, consistency, clarity

8) Exercises

  • Writing clearly, avoiding ambiguity
  • Headings        
  • Short sentences/paragraphs
  • One sentence/paragraph/section, one concept
  • Avoiding legalese, wordy phrases
  • Consistent use of terms
  • Commas
  • Passive/active voice
  • Avoid use of pronouns
  • Misplaced modifiers

9) Negotiating contract terms

 (This program WILL NOT teach you negotiation skills, but these skills are very important)

  •  Read Getting to Yes


10) Seven contract concepts

  • Covenants and rights

     When to use "shall"

     Drafting exercises

  • Representations & Warranties

       -Use a representation or a warranty

       -Drafting exercises

  • Conditions

       -Drafting exercises

  • Discretionary Authority

       -Drafting exercises

  • Declarations

       -Drafting exercises


11) The structure of a contract

  • Title    
  • Preamble

         -Parties

         -Abbreviations/definitions (the use of 甲方,乙方)

         -Trust no one/trust, but verify)

         -Date

         -Drafting exercises

  • Recitals/Background

       -The "whereas" clauses

         -Content and purpose

       -Drafting exercises

  • Words of agreement

       -Formulaic language

  • Definitions

       -Definition Section or define in place?

  • Action Sections

       -Subject matter

         -Covenants (reciprocal promises)

           -The use and misuse of "shall"

           -Shall, should, must, agree to (应)

       -Payment

         -To whom, when, how, where

       -Term (duration of contract, if applicable)

          -One-off deal or on-going business relationship

          -Evergreen clauses

       -Closing related provisions (if applicable)

  • Other substantive provisions

       -Representations and Warranties

  • Endgame provisions

       -Termination 终止, 解除

         -Dispute resolution

         -Negotiation/mediation/arbitration/litigation

  • Boilerplate

       -Choice of law

       -Assignment/delegation

       -Force majeure

       -Notice

       -Successors and Assigns

       -Severability

       -Merger

       -Amendments

       -Counterparts

       -Right to a jury trial (in U.S.)

  • Signature lines
  • Schedules and Exhibits

12) Using forms/precedents

  • Each contract is unique
  • Why should you use a form/precedent?
  • Why should you be very careful when using a form/precedent?
  • Where can you find forms/precedents?

13) Translation issues

14) Reviewing contracts

Who Should Attend?

This training session is targeted to both lawyers and business people. Essentially, anyone who works with contracts.

Agenda

08:45 Registration & Networking
09:00 Morning Session
10:30 Morning Session Coffee Break
10:45 Morning Session
12:00 Lunch
13:00 Afternoon Session
15:30 Afternoon Session Coffee Break
15:45 Afternoon Session
17:00 Session Ends

Refreshments will be served during the coffee break for the attendees. Lunch at a nearby restaurant is also included with the ticket price.

Speakers

  • Dr. Larry Foster

    Dr. Larry Foster

    Dr. Foster practiced and taught law in the U.S. and China for well over thirty years. In China, he worked as a Senior Consultant for the Zhonglun law firm, taught U.S. law at Peking University’s School of Transnational Law in Shenzhen, and provided training for law firms (Western and Chinese) and legal departments in Shanghai. In addition to his J.D. degree (1981), he earned a Ph.D. in Chinese language and literature from the University of Washington (1974) and taught Chinese language in the U.S. for several years before entering law school. He has been coming to the PRC since the early 1980s and lived and studied on Taiwan in the 1960s and 70s. His published books include a two-volume book on Chinese grammar published in the 1970s and, more recently, the "Chinese Law Reader " (designed to teach Westerners the language and style of Chinese legal documents).

    Dr. Foster’s current title is Professor of Law Emeritus and Former Dean and still teaches law part-time at the University of Hawaii’s School of Law. He comes to China once or twice a year to present training programs on legal writing and analysis and contract drafting.

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Tickets

Please use your own name and email when registering for a training session. Additional fees may apply if you fail to register under your own identity. 


A prepayment is required for all full-day training sessions. 

全天培训课程需要提前付款。


Half-day session training vouchers cannot be used for full-day training programs.

全天会员培训无法使用"半天会员培训免费"券。

Member Ticket
Early Bird Price RMB 2,650
Member Price RMB 3,650
Member Company Employee Ticket
Early Bird Price RMB 2,650
Standard Price RMB 3,650
Non-Member Ticket
Standard Price RMB 4,650

Registration

  • All registrations shall be made online before the session. For full-day sessions, payment also shall be made before the session.
  • For half-day sessions, AmCham Shanghai members are eligible to attend free of charge with Training Credit*; AmCham Shanghai members without Training Credit are eligible to attend at “Member Rate”; Employees who work at AmCham Shanghai member companies are eligible to attend at "Employee Rate".
  • For full-day sessions, AmCham Shanghai members are eligible to attend at “Member Rate”; Employees who work at AmCham Shanghai member companies are eligible to attend at “Employee Rate”; Non-members are eligible to attend at “Non-Member Rate”.
  • Limited spaces are available and attendance will be given on a first-come, first-served basis.
  • Members please bring your membership card and non-members bring your business card upon check-in at the training session.
Walk-in and Cancellation Policy
  • This session requires confirmation of attendance in advance. If you attend this session without prior registration, you will be charged an RMB50 "walk-in" fee as member and RMB100 as employee.
  • Cancellation: If you need to cancel your registration for a half-day session, please notify Ivette Corominas at (86 21) 6279 7119 ext. 5671 or email ivette.corominas@amcham-shanghai.org no less than 24 hours in advance. If you need to cancel your registration for a full-day session, please notify Ivette Corominas at least two weeks prior to the session for a full refund. Cancellation made within two weeks before the session will not be refundable.
  • To ensure that you have a seat, please come to the session on time. Open seats will be released to other guests 15 minutes after the session starts.

Venue

AmCham Shanghai Conference Center (Xintiandi)

27F, Infinitus Tower
No.168 Hubin Road, Huangpu District
新天地胡滨路168号无限极大厦27楼

Shanghai, China

If you have any questions please contact Ivette Corominas

Contact Organizer

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