Commercial Contract Drafting and Negotiation
Most commercial disputes trace back to a clause nobody read carefully at signing, not to bad faith. This one-day programme is built for the people who draft, review and negotiate commercial contracts as part of their job, whether or not they have a legal background, and works through the contract lifecycle from the first request to signature, renewal and exit.
The day covers the clauses that carry the most risk in practice: indemnity, limitation of liability, termination, and force majeure, alongside procurement, vendor and service level agreements specifically, since these make up the bulk of commercial paper most teams actually handle. Participants spend the final module redlining a sample commercial contract, applying the day's clause-by-clause analysis to a live document rather than a hypothetical. This is a contract-drafting programme, not a general business-writing course; participants wanting broader workplace communication skills should see Business Communication for the Workplace separately.
HRD Corp SBL-Khas Claimable
Programme Agenda
9:00 AM - 9:15 AM
Welcome and Programme Overview
Introduction to the session, objectives, and housekeeping.
9:15 AM - 10:15 AM
The Contract Lifecycle
A practical map of how a commercial contract actually moves through an organisation: request, drafting or review, internal sign-off, negotiation, execution, and the often-neglected stages of renewal, variation and exit. Where each stage typically breaks down, and who should own it.
10:15 AM - 10:30 AM
Break
10:30 AM - 11:30 AM
The Clauses That Carry the Most Risk
Indemnity clauses and what they actually transfer, limitation of liability caps and the carve-outs that quietly remove them, termination rights and notice periods, and force majeure clauses, including why a generic force majeure clause often fails to cover the event it was meant to cover.
11:30 AM - 12:30 PM
Procurement, Vendor Agreements and Service Level Agreements
What is specific to a procurement or vendor contract as opposed to a general commercial agreement: service levels and how to write a measurable one, remedies for a missed service level, data and confidentiality obligations placed on a vendor, and exit assistance provisions that matter when a vendor relationship ends.
12:30 PM - 1:30 PM
Lunch
1:30 PM - 2:20 PM
Negotiation Strategy for Commercial Terms
Preparing a negotiation position before the first draft goes out, identifying which terms are genuinely non-negotiable versus which are opening positions, and practical tactics for moving a counterparty off an unfavourable clause without derailing the deal.
2:20 PM - 3:15 PM
Spotting Red Flags in a Counterparty's Draft
A structured read-through method for a contract someone else drafted: the clauses that deserve a second look every time, language that looks standard but shifts risk, and dispute resolution and governing law clauses, including why the choice of forum and law matters more than it looks on a first read.
3:15 PM - 3:30 PM
Break
3:30 PM - 4:45 PM
Workshop: Redlining a Commercial Contract
Participants redline a sample commercial contract using the day's clause-by-clause analysis, mark up the risk they would push back on, and compare their markup against the group.
4:45 PM - 5:00 PM
Wrap-Up and Q&A
Key takeaways, next steps, and close.
Key Outcomes
- Map the contract lifecycle for their own organisation and identify where it currently breaks down
- Read and negotiate indemnity, limitation of liability, termination and force majeure clauses with confidence
- Draft and review vendor agreements and service level agreements with measurable, enforceable terms
- Prepare a negotiation position and apply practical tactics to move a counterparty off an unfavourable clause
- Identify red-flag language in a counterparty's draft before it is signed
- Produce a redlined commercial contract with a documented rationale for each change
Training Mode Physical / Online / Hybrid / e-learning
HRD Corp SBL-Khas Claimable
Level Intermediate. For legal, procurement, commercial and contract management teams who draft, review or negotiate commercial contracts, whether or not they have a legal background.
Duration 1 Day (8 Hours) | 9:00 AM to 5:00 PM
Venue In-house at the client's premises, or delivered via the client's preferred platform (Microsoft Teams, Zoom, or equivalent)
Assessment A redlined commercial contract with a written rationale for each change, plus a short knowledge check
Certificate Certificate of Completion issued to all participants upon full attendance