Wednesday, 3 of June
09:30h - 11:00h Session Nº 1: Our best efforts to define best efforts. Given the variety of court opinions concerning best efforts, does it make any sense to include such a clause in the contract?
11:00h - 11:30h Break
11:30h - 13:00h Session Nº 2: Pre-contractual good faith? Since the common law rejects a general duty of good faith before the contract is formed, what are the alternative mechanisms that govern the parties' conduct at this stage?
13:00h - 14:30h Session Nº 3: Structure, organization and building blocks. General principles of drafting and rules of interpretation. Language of obligation,condition and discretionary authority
16:00h - 17:30h Session Nº 4: Introductory clauses: Preamble, words of agreement, recitals. Definitions, annexes and schedules
17:30h - 19:00h Session Nº 5: Practical drafting exercise. Groups work together to draft the first part of a license agreement. This work will be submitted for evaluation in the following session
Thursday, 4 of June
09:30h - 11:00h Session Nº 6: Operative language: where the contract gets down to business: subject matter clause, consideration, other action clauses. Feedback and analysis of drafting exercise
11:00h - 11:30h Break
11:30h - 13:00h Session Nº 7: Boilerplate in detail. Those clauses which always appear in contracts but are never looked at (until there's a problem...): entire agreement, severability, subrogation, successors and assigns, survival, waiver, force majeure, notice, press releases, counterparts, execute and deliver...
13:00h - 14:30h Session Nº 8: At the end of the contract's life: duration, expiration, termination, material breach, damages. Penalty clauses at common law in contrast to liquidated damages.
16:00h - 17:30h Session Nº 9: Practical drafting exercise
17:30h - 19:00h Session Nº 10: Practical drafting exercise, evaluation and general conclusions