How to Draft a Winning Contract to Ensure a Successful Relationship with Your Contract Partner
Edward Mazey
Sr. Legal Counsel
Vale Canada Ltd.
Diego T. Pereira
Associate
Osler, Hoskin & Harcourt LLP
- Internal accountability and objective alignment
- Understanding and upholding your key needs in the contract
- Whose contract to use – Battle of the Templates
- ‘Balance of Power’ Theory
- Scope/commercial integration
- ‘Vulcan’ Drafting – critical drafting tips for both parties to ‘Live Long and Prosper’
- Essential contract clauses – determining risk management or risk exposure?
- Liability, Indemnity, Warranties, Termination, Dispute Resolution, Governing Law and Jurisdiction
- How much IP? – a sensitive question
- To Boil the Perfect Two Minute Contract: Boilerplate Miscues
- Time is of the essence
- Assignment and novation
- Further assurances
- Entire Agreement
- Severability
- Contra Preferendum
- ‘We Are the Borg’; Ensuring the contracts terms and conditions are assimilated into subcontracts
- Calling an Audible; How do you control for changes during the contract?
- Amending agreements
- Change orders
- Annual schedules
- Material change clause
- Termination rights
- International contract risks
- UN Convention and other international regime applications
- Negotiating your capture into a jurisdictional web
- Particular issues depending on service or supply agreement
- Service – Insurance, taxation
- Supply – Title and risk, delivery and inspection