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A. Key aspects of corporate drafting

• Distinction between basic and advanced contract drafting

• Significance of clarity, precision, accuracy, and consistency

• Balancing the flexibility of clauses/terms and enforceability in contract language

B. Legal and regulatory considerations

• To be in accordance with national and international laws.

• Key statutory provisions that have a major effect on contract drafting.

• Industry-specific regulations for industry-specific contracts.

C. Strategic contract structures

• Identification of the most important and optional clauses.

• Layering of primary, secondary, and supplementary obligations.

• Using annexures, exhibits, and schedules in an effective manner.

• Separating legal language from plain language drafting in such contracts

• Principles of commercial law relevant to the drafting of commercial agreements

• Understanding contractual frameworks and structures
• Essential clauses in commercial contracts
    o  Force Majeure and hardship clauses: key considerations for drafting for uncertainty
    o Indemnity and limitation of liability clauses: balancing risks after COVID
    o  Confidentiality and non-disclosure agreements: Protecting personal and business interests
• Advanced Payment and Performance Clauses
    o  Proper organization of milestone-based and conditional payments
    o  Separating liquidated damages from penalty clauses
    o  Establishing performance warranties and guarantees

A. Understanding Contractual Red Flags
    • One-sided clauses and unfair allocation of risk
    • Hidden liabilities and open-ended obligations
    • Ambiguous timelines, vague deliverables, and undefined consideration
B. Conducting Contract Risk Audits
    • Step-by-step contract review methodology
    • Identifying enforceability risks
    • Commercial vs legal risk assessment
    • Drafting risk-mitigation notes for clients
C. Corrective Drafting & Renegotiation
    • Redrafting problematic clauses
    • Renegotiation strategies for existing contracts
    • Drafting addendums, amendments, and side letters
    • Advising clients on exit vs renegotiation

    • What is contract renewal?
    • When is contract renewal necessary?
    • Benefits and drawbacks of contract renewal
    • Challenges of contract renewal
    • Legal considerations in contract renewal
    • Legal Implications of Renewal

    • Notice requirements
    • Right of first refusal
    • Good faith negotiations
    • Other legal considerations
    • Different Ways to Renew a Contract
        o  Express Renewal
        o Implied Renewal
        o Tacit Renewal
        o Automatic Renewal
    • Drafting Renewal Clauses
        o Key elements of a renewal clause
        o Common drafting mistakes to avoid
    • Renewal deadlines

    • Governing law and choice of forum
    • Mediation, arbitration, and jurisdictional considerations: new methods of dispute resolution
    • Multi-tier dispute resolution clauses and enforceability of such clauses.

A. Fundamentals of Legal Negotiation
    • Difference between legal negotiation and commercial bargaining
    • Understanding leverage, BATNA, and ZOPA
    • Role of lawyers in pre-contract negotiations
B. Clause-by-Clause Negotiation Strategy
    • Negotiating indemnity, liability caps, and termination
    • Risk-sharing mechanisms
    • Handling non-negotiable clauses
    • Drafting fallback and alternative clauses
C. Practical Negotiation Simulations
    • Role-play exercises for real-life contract negotiations
    • Handling aggressive or dominant counterparties
    • Negotiation ethics and professional boundaries
    • Documenting negotiations and protecting legal interests

A. Principles of Contract Interpretation
    • Literal rule vs purposive interpretation
    • Intention of parties under Section 13 & 14 of the Indian Contract Act, 1872
    • Reading contracts as a whole: avoiding cherry-picking clauses
    • Doctrine of contra proferentem and its application in commercial contracts
B. Judicial Approach to Ambiguity
    • How Indian courts deal with vague, inconsistent, or conflicting clauses
    • Interpretation of undefined terms and expressions
    • Role of surrounding circumstances and conduct of parties
    • Use of recitals, schedules, and annexures in interpretation
C. Case-Law Driven Interpretation
    • Interpretation of indemnity, limitation, and termination clauses
    • Arbitration clause interpretation under Section 7 & 11 of the Arbitration Act
    • Courts’ approach to commercial wisdom vs strict legality
    • Common drafting errors that lead to adverse judicial interpretation

    • Shareholders’ Agreements – Rights, obligations, exit mechanisms
    • Partnership and Joint Venture Agreements – Structuring strategic alliances
    • Mergers & Acquisitions Documents – Sale & purchase agreements, due diligence reports
    • Non-Disclosure Agreements (NDAs) – Confidentiality obligations and enforcement

    • Loan and Credit Agreements – Secured vs. unsecured financing
    • Franchise Agreements – Key components and regulatory compliance
    • Agency & Distribution Agreements – Structuring commercial relationships
    • Technology and intellectual property contracts
    • Service Level Agreements (SLAs) – Performance standards and enforcement

• Employment Contracts – Key clauses, non-compete, and termination provisions

• Independent Contractor Agreements – Differentiating from employment contracts

• Company Policies & Handbooks – Drafting legally compliant workplace policies

• Consultancy, and service agreements

• E-Commerce and digital transactions

• Privacy and data protection

• Terms and conditions for online forums

• Dispute resolution clauses – Arbitration, mediation, and litigation considerations

• Force Majeure & Hardship Clauses – Addressing unforeseen circumstances

• Indemnity and Liability Limitation Clauses – Balancing risk exposure

• Case Studies on Contract Disputes – Learning from precedents

• Governing law and jurisdiction clauses – Conflict of laws principles

• International sale of goods contracts – CISG and INCOTERMS applications

• Intellectual Property Licensing Agreements – Protecting IP rights in contracts

• Drafting for Foreign Direct Investments (FDIs) – Legal structuring and compliance

A. Understanding Startup & MSME Legal Needs

• Commercial realities of small businesses

• Budget constraints and risk appetite

• Founder disputes and equity concerns

B. Essential Agreements for Startups & MSMEs

• Founders’ agreements

• Shareholders’ agreements

• Vendor, supplier, and service contracts

• Employment and consultancy agreements

C. Drafting for Scalability & Future Investment

• Drafting investor-friendly clauses

• Protecting promoters’ interests

• Exit, dilution, and control clauses

• Preventing future litigation in growing businesses

A. Nature of Government & PSU Contracts

• Special characteristics of public contracts

• Statutory framework governing government contracts

• Tender-based contracting and bid documents

B. Drafting & Reviewing Public Contracts

• Key clauses in EPC, infrastructure, and supply contracts

• Liquidated damages, performance security, and bank guarantees

• Termination by government authorities

• Dispute resolution in government contracts

C. Litigation & Arbitration in Public Contracts

• Blacklisting and termination disputes

• Judicial review of contractual matters

• Arbitration involving government bodies

• Drafting clauses to manage sovereign risk

    • Real-world case studies and practical drafting exercises
    • Redlining and reviewing contracts
    • Drafting assignments with mentor feedback
    • Final capstone project: Drafting a comprehensive corporate legal document