Handout1-ContractDraftingWorkshop.doc

Workshop on Contract Drafting and Patent Licensing 1. Introductory Thoughts about Contract Drafting 1.1 What is the Goal of Contract Drafting? 1.2 Contractual Precision 1.3 The Lawyer as the Client’s Guide 1.4 Which Side Should Draft? 1.5 Role of the Non-Drafting Lawyer 2. Contract Language 2.1 What makes contractual language special? 2.2 Doublets and Triplets 2.3 Deeming 2.4 Here-, there-, and where- words 2.5 Other troublesome, old-fashioned language 2.6 Obligations, authorisations, and conditions 2.7 Special Issues for Chinese writers 2.8 The Plain English Movement 2.8.1 What is Plain English? 2.8.2 Benefits of Drafting in Plain English 2.8.3 Controversy of Plain English 3. Principles of Contract Interpretation 3.1 The Literal Approach 3.2 Nine Principles of Contract Interpretation 4. Contract Drafting Basics 4.1 Structure of a Contract 4.2 Title 4.3 Introductory Paragraph 4.4 Preamble / Recitals 4.5 Definitions 4.6 Signature Block 5. Contract Elements in Detail 5.1 Representations and Warranties 5.2 Covenants 5.3 Conditions Precedent 5.4 Remedy Provisions 5.4.1 Termination 5.4.2 Acceleration 5.4.3 Indemnification 5.4.4 Liquidated Damages 5.4.5 Softening Remedies 5.5 Softening Contract Provisions 6. Boilerplate Provisions 6.1 Arbitration 6.2 Choice of Law 6.2.1 What Law Should Govern a Contract? 6.3 Consent to Jurisdiction 6.4 Waiver of Trial by Jury 6.5 Counterparts 6.6 Headings 6.7 Severability 6.8 Integration (Merger Clause) 6.9 No Implied Waivers 6.10 Amendments 6.11 Assignment 6.12 Costs and Expenses 6.13 Further Assurances 7. Patent Licensing 7.1 What is a License? 7.2 Structure of a License Agreement 7.3 Definitions 7.4 Patent Marking Provisions 7.5 Patent Enforcement 7.6 Representations and Warranties 7.7 Improvements 7.8 Indemnification 7.9 Royalty Rates 8. A Solution to the Patent Licensing Scenario 9. Final Thoughts: Suggested Aids to Contract Drafting in English 9.1 Pre