Mastering Contract Preparation and Drafting

Contracts often fail not because the parties disagree, but because the document does not say what they agreed. Templates are reused without checking whether they fit the transaction. Scope and deliverables are described loosely, acceptance criteria are missing, and liability, indemnity and termination clauses are copied without understanding how they interact. Arabic and English versions sometimes differ, and nobody has decided which prevails. The weaknesses appear only when something goes wrong, when they are expensive to fix.

This programme follows the contract from preparation to signature. It moves through five stages: understanding the legal foundations of a valid contract, preparing the deal and choosing the structure, drafting clear operative clauses, allocating risk through key protective clauses, and reviewing, negotiating and finalising the document.

Built on recognised practice. The programme references widely used international sources, including the UNIDROIT Principles of International Commercial Contracts, the United Nations Convention on Contracts for the International Sale of Goods (CISG), ICC Incoterms 2020 for trade terms, and the standard forms published by FIDIC for construction. It compares common law and civil law approaches, which matters in the GCC where civil codes govern most commercial contracts. Plain language drafting principles are applied throughout.

Decisions this programme improves. Whether to use a template, adapt a standard form or draft from scratch; which party should carry each risk; how to cap liability and define remedies; which governing law and dispute resolution forum to accept; and when a contract needs specialist legal review before signature.

How it is delivered. Twenty hours across five sessions, built around one running case: a services and supply agreement that participants plan, draft, mark up and negotiate. Exercises include clause redrafting, contract review checklists and a simulated negotiation of key risk clauses.

In-house option. For organisations, the programme can be tailored to your own templates, approval matrix, governing law and typical transactions, and delivered for legal, procurement and project teams together so that all use the same drafting standards.

Who Should Attend

Contract professionals: contract managers, contract administrators and contract engineers

Procurement teams: procurement and purchasing managers and category specialists

Legal staff: in-house legal advisers and legal officers who draft or review commercial contracts

Project managers responsible for contracts with suppliers, consultants or contractors

Business development and commercial managers who negotiate and prepare agreements

Objectives

Identify the elements required for a valid and enforceable contract

Explain key differences between common law and civil law approaches to contracts

Prepare a term sheet that captures the commercial deal before drafting

Select an appropriate contract structure, template or standard form for a transaction

Draft clear definitions, obligations, scope, acceptance and payment clauses

Draft and assess liability, indemnity, warranty, insurance and termination clauses

Choose suitable governing law and dispute resolution provisions

Review a contract systematically using a risk checklist and propose redlines

Manage bilingual contracts and precedence between language versions

Prepare a contract summary that supports handover to the contract manager

Course Outline

Legal Foundations of a Valid Contract

Offer, acceptance, consideration or cause, capacity and intention
Common law and civil law systems: practical differences for drafting
Good faith and mandatory rules under civil codes
Types of contracts: sale, supply, services, agency, lease and framework agreements
Pre-contract documents: letters of intent, memoranda of understanding and non-disclosure agreements
Consequences of breach and available remedies

Preparing the Deal Before Drafting

Capturing commercial intent in a term sheet
Using templates and standard forms safely
Contract structure: recitals, definitions, operative clauses, schedules and annexes
Scope of work, specifications and service level agreements
Pricing, payment terms and price adjustment
International sales and trade terms under the CISG and Incoterms 2020

Drafting Clear Operative Clauses

Plain language drafting: precision without legalese
Obligations, rights, conditions and discretions: shall, will, may and must
Definitions and cross-references
Ambiguity, vagueness and how to remove them
Acceptance, delivery, variation and notice provisions
Bilingual contracts: Arabic and English versions and precedence clauses

Allocating Risk: Key Protective Clauses

Warranties, representations and indemnities
Limitation and exclusion of liability
Liquidated damages and penalties under different legal systems
Force majeure, hardship and change in law
Insurance, securities and guarantees
Termination, suspension and exit arrangements
Confidentiality, intellectual property and data protection clauses

Reviewing, Negotiating and Finalising the Contract

Governing law, jurisdiction and arbitration clauses
Systematic contract review and risk checklists
Redlining and negotiating key clauses
Contract approval, execution and electronic signature
Contract lifecycle management tools and AI-assisted review: uses and limits
Handover to contract management and action planning

Competencies

Contract formation and validity requirements

Comparison of common law and civil law contract approaches

Term sheet preparation and contract structuring

Plain language contract drafting

Scope, payment and acceptance clause drafting

Liability, indemnity and termination clause drafting

Governing law and dispute resolution provisions

Systematic contract review and redlining

Bilingual contract management

Kuwait

Train in Kuwait City with access to Elite Academy’s full portfolio of professional programs. In a city known as a key Gulf business and government center with an established professional environment, organizations and professionals can join upcoming courses or request any program to be arranged locally. Professional training in Kuwait City is not limited to a specific group of subjects. Elite Academy makes its complete portfolio available in the city across management, business, technical and industry-focused disciplines. With a key Gulf business and government center with an established professional environment, Kuwait City provides an effective setting for international learning. Use the schedule below to view courses already planned for the destination, or contact our team to request another program and preferred dates in Kuwait City, subject to scheduling and delivery requirements.