How to Draft a Winning Contract to Ensure a Successful Relationship with Your Contract Partner

January 29, 2014 2:15pm

Edward Mazey
Sr. Legal Counsel
Vale Canada Ltd.

Diego T. Pereira
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