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Business Contract Law Week for Non-Lawyers Knowledge for the world business leaders C L A R I D E N 13 - 14 July 2015 20 - 21 July 2015 23 - 24 July 2015 Shangri-La Hotel, Singapore Former Partner at Harry Elias law rm. Khaleel currently serves as a Senior Counsel at GR Law Advised and negotiated a number of high value agreements with a signicant number of Fortune 500 companies Former Senior Legal Counsel of Singtel and Hewle-Packard Constantly ranked as “Leading Individual” in Corporate/M&A in China by Chambers & Partners and Ranked No.1 amongst the “Top 15 Woman Lawyers in China” by Asia Legal Business A senior partner and arbitrator with more than 20 years of professional experience Frequently consulted and engaged by multinational corporations in China, the US and Europe for corporate transactions, domestic and cross-border M&A, as well as commercial dispute resolution related advices Leading authority in commercial and real estate law in Indonesia Ranked as one of the leading lawyers by Chambers Asia Pacic 2014 and Asialaw Highly recommended by Legal 500 and Who’s Who Legal (WWL) Member of International Bar Association and Member of LAWASIA (The Law Association for Asia and the Pacic), Indonesian Advocate Association, Indonesian Receivers and Administrators Association and Capital Market Legal Consultant Association Khaleel Namazie Audry Li Eddy Leks SEMINAR 1: Singapore Business Contract Law for Non-Lawyers (Day 1 & 2): 13 - 14 July 2015 (Monday & Tuesday) SEMINAR 2: China Business Contract Law for Non-Lawyers (Day 3 & 4): 20 - 21 July 2015 (Monday & Tuesday) SEMINAR 3: Indonesia Business Contract Law for Non-Lawyers (Day 5 & 6): 23 - 24 July 2015 (Thursday & Friday) 3 Separately Bookable Seminars in 1 Location The three sessions are designed to provide non-lawyers with an understanding of contract law and its unique application in three Asian countries - Singapore, China and Indonesia. Participants will walk away with the skills necessary to protect their organizations from contractual risks and build their organizations’ bargaining power. Participants are strongly encouraged to aend all sessions to maximize their learning and apply these skills to their work.

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Business Contract Law Week for Non-Lawyers

Knowledge for the world business leaders C L A R I D E N 13 - 14 July 2015

20 - 21 July 201523 - 24 July 2015

Shangri-La Hotel, Singapore

• Former Partner at Harry Elias law fi rm. Khaleel currently serves as a Senior Counsel at GR Law • Advised and negotiated a number of high value agreements with a signifi cant number of Fortune 500 companies• Former Senior Legal Counsel of Singtel and Hewlett -Packard

• Constantly ranked as “Leading Individual” in Corporate/M&A in China by Chambers & Partners and RankedNo.1 amongst the “Top 15 Woman Lawyers in China” by Asia Legal Business

• A senior partner and arbitrator with more than 20 years of professional experience• Frequently consulted and engaged by multinational corporations in China, the US and Europe for corporate

transactions, domestic and cross-border M&A, as well as commercial dispute resolution related advices

• Leading authority in commercial and real estate law in Indonesia• Ranked as one of the leading lawyers by Chambers Asia Pacifi c 2014 and Asialaw• Highly recommended by Legal 500 and Who’s Who Legal (WWL) • Member of International Bar Association and Member of LAWASIA (The Law Association for Asia and the

Pacifi c), Indonesian Advocate Association, Indonesian Receivers and Administrators Association and CapitalMarket Legal Consultant Association

Dr. Robert A. Howell Khaleel Namazie

Audry Li

Eddy Leks

SEMINAR 1: Singapore Business Contract Law for Non-Lawyers(Day 1 & 2): 13 - 14 July 2015 (Monday & Tuesday)

SEMINAR 2: China Business Contract Law for Non-Lawyers(Day 3 & 4): 20 - 21 July 2015 (Monday & Tuesday)

SEMINAR 3: Indonesia Business Contract Law for Non-Lawyers(Day 5 & 6): 23 - 24 July 2015 (Thursday & Friday)

3 Separately Bookable Seminars in 1 LocationThe three sessions are designed to provide non-lawyers with an understanding of contract law and its unique application in three Asian countries - Singapore, China and Indonesia. Participants will walk away with the skills necessary to protect their organizations from contractual risks and build their organizations’ bargaining power. Participants are strongly encouraged to att end all sessions to maximize their learning and apply these skills to their work.

Program:

Dates: Location:

Singapore Business Contract Law for Non-Lawyers 13 - 14 July 2015 (2 days program)Shangri-La Hotel, Singapore

EXECUTIVE SUMMARY

2Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

Singapore Business Contract Law for Non-Lawyers

Early Bird 1 (Register & pay by 28 May 2015):Early Bird 2 (Register & pay by 25 June 2015): Regular Tuition Fee:

Group discount of 10% for 2nd participant from the same organization. For limited time only by 25 June 2015 register 3 participants and the 4th participant will receive a complimentary seat (one discount scheme applies).

Former Partner at Harry Elias law fi rm. Khaleel currently serves as a Senior Counsel at GR Law • Advised and negotiated a number of high value agreements with a signifi cant number of Fortune 500 companies• Former Senior Legal Counsel of Singtel and Hewlett -Packard

Khaleel Namazie

Khaleel Namazie has worked in the Asia Pacifi c Legal Department of Hewlett -Packard Singapore Pte Ltd as a Commercial Contracts Manager with special responsibility for the Asia Emerging Countries of Pakistan, Bangladeshand Vietnam and with Singapore Telecommunications Limited as Senior Legal Counsel as part of the SingTel GlobalOffi ces team. During that time, Khaleel was also responsible for negotiating the legal aspects of a number of high valuetelecommunications and IT agreements with a signifi cant number of Fortune 500 companies. His extensive experience also includes advising local and international clients in private practice on a variety of commercial, corporate andlitigation matt ers.

Khaleel is particularly interested in corporate governance, outsourcing and the legal and regulatory aspects of emerging technology such as virtual space, online gaming and cloud computing. He is also a regular speaker at a number of seminars and workshops in Singapore and overseas and has spoken at several conferences on a variety of subjects,including company law, employment law, technology licensing, privacy and data protection, the law and regulation of online gambling in Singapore and legal issues relating to service level agreements.

Khaleel was admitt ed as an Advocate & Solicitor of the Supreme Court of Singapore in 1994. He is also a member of theLaw Society of England & Wales. He read for a Bachelor’s Degree in Law at the National University of Singapore and for a Master’s Degree in Computer and Communications Law at Queen Mary & Westfi eld College, University of London,the component subjects which were Information Technology Law, Intellectual Property Law, Telecommunications Law,Electronic Banking Law and Internet Law.

As a highly experienced faculty director, Khaleel has received exceedingly high positive reviews from past participantsat Clariden Global.

FACULTY DIRECTOR

Seminar One: 13 - 14 July 2015 , Shangri-La Hotel, Singapore

S$2,650S$2,850S$2,950

Commercial contract disputes are expected to increase in the coming years along with the rise in commercial activities, according to Singapore International Commercial Court (SICC). Hence, Clariden’s Singapore Business Contract Law for Non-Lawyers is designed to simplify key elements of contract law and contractual obligations so that you will be able to confi dently identify and mitigate the risks of contracts and protect your organization’s interests while avoiding potential disputes.

In this comprehensive two-day program, participants will gain an in-depth knowledge of the crucial elements and legal requirements for the formation of contracts in Singapore. You will also understand terms and their interpretations and be familiar with unfair contract terms, the eff ect of mistakes in contract law, the types of misrepresentations and their appropriate remedies. This program will provide you insight into when a contract is discharged and the available courses of action in the event of a breach of contract. You will also learn to identify legal and commercial issues that lead to litigation as well as alternative dispute resolutions. Designed for non-lawyers dealing with contracts, this program will discuss case studies specifi c to Singapore so as to maximize your learning experience. Even without prior legal knowledge, you will leave this course with the confi dence and expertise to deal with contractual situations eff ectively.

ProgramEssence:

PROGRAM INTRODUCTION

The law and regulations governing business and contract law are increasingly complex and they now aff ect all industries and every type of commercial agreement from bankruptcy and intellectual property rights to the purchase and sale of securities. Therefore, it is important for parties involved in contracting to have a good grasp of the essentials of contractlaw so that companies can meet their business objectives. To achieve this, the terms and conditions stated in the contract must match business outcomes and a robust and well-designed contractual process must be put in place.

Driven by Singapore-specifi c case studies, this two-day program aims to give non-lawyers a thorough understanding of business contracts - from the pre-conceptual phase to what legally constitutes an off er and acceptance to the discharge of a contract by performance, agreement or breach.

Apart from contract terms and their interpretations, you will also learn about mistakes in contract law,misrepresentations and illegality in contracts and their impact on the contract. This program will also expose youto the Frustrated Contracts Acts, the interpretation of a “Force Majeure” clause as well as the impact of liquidation and judicial management on the company and bankruptcy on the individual parties in the contract. In addition, youwill also learn about the available remedies for situations surrounding defective contracts and breaches of contract.

Designed for non-lawyers dealing with the management of commercial contracts, this program will enable participants - even those without prior legal knowledge - to leave this course with the confi dence and expertise to deal with contractual situations eff ectively.

WHO WILL BENEFIT THE MOST

This course is designed for Contract Administrators, Contract Managers & Contract Professionals, Supply Offi cers,Buyers, Purchasing Professionals and Procurement Offi cers, Project Co-ordinators, Project Managers and other Project Professionals, Claims Personnel, including Legal Advisers, Contract Strategists and Business Audit Offi cers, Sales and Marketing Managers, Claim Managers, Business Development Managers, Supply Managers, Trade and Export Finance Managers, Corporate Directors, and Corporate/In-House Legal Counsels.

3Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

Singapore Business Contract Law for Non-LawyersSeminar One: 13 - 14 July 2015 , Shangri-La Hotel, Singapore

• Develop a sound understanding of the full impact and importance of commercial contracts• Identify and mitigate your contractual risks and liabilities, thereby limiting losses to your organization• Understand how to structure the crucial elements, terms and clauses in every contract formation• Interpret “Force Majeure” clause and its impact on a contract• Learn how to minimize the instance of breaches and manage them well without facing any legal issues• Equip with strategies and best practices in litigation and alternative dispute resolution

LEARNING OBJECTIVES

4Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

PROGRAM AGENDA

DAY ONEIntroduction• The sources of contract law in Singapore

Pre-contractual matt ers• Not a contract – the ‘subject to’ formula• Lett ers of intent• Memoranda of Understanding• Case studies

Off er and Acceptance• Diff erentiating off ers from invitations to treat • Methods by which an off er can be revoked or by which a contract lapse• The meaning of acceptance• The manner by which an off er may be accepted• The relevance of the internet and new media on the contract formation process• Case studies

Other elements of a contract• Meaning of consideration• Scope of intention to create legal relations• The elements of estoppel

Contents of a contract• Express terms and their interpretation• The basis for the implication of a term• Entire contracts• Incorporation of terms• Construing terms of a contract• Excluding and limiting terms• Unfair Contract Terms Act and terms which cannot be upheld• Case studies

The eff ect of a mistake on a contract• Diff erent types of mistakes in contract law• Eff ect of mistake on the contract• Case studies

Misrepresentation and its impact on a contract• Elements of misrepresentation• Types of misrepresentation• Remedies for misrepresentation• Case studies

Illegality and public policy• Statutory illegality• Illegality at common law• Contracts in restraint of trade• Economic duress• Severance• Case studies

2015 Clariden Business Contract Law Week for Non-Lawyers

Singapore Business Contract Law for Non-LawyersSeminar One: 13 - 14 July 2015 , Shangri-La Hotel, Singapore

5Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

DAY TWOPrivity of contract• The meaning of the term • The agency relationship• Assignment of benefi ts under a contract• Novation of a contract• Contracts (Rights of Third Parties) Act

Frustration and force majeure• The meaning of the term ‘Frustration’ and its eff ect of a contract• The Frustrated Contracts Act• The interpretation of a ‘Force Majeure’ clause and its impact on a contract• The impact of liquidation and judicial management on the obligations of the company and

bankruptcy on the obligations of an individual• Case studies

Discharge of a contract• Discharge of a contract by performance, agreement and breach• The nature of a breach and it’s the impact on a contract of diff erent types of breach including

a repudiatory breach of a contract• Ratifi cation of a contract• Specifi c performance of a contract• Types of injunctions• The meaning and scope of a lien• Damages for breach of contract and the measure thereof• Mitigation of damages• Liquidated damages and penalty clauses• Case studies

Action for breach of contract• Limitation Act• Acquiescence and laches

Governing law and jurisdiction• Governing law and it eff ect on a contract• The meaning of the term ‘Jurisdiction’

Litigation and Alternative Dispute Resolution• The meaning of litigation• Arbitration• Mediation

2015 Clariden Business Contract Law Week for Non-Lawyers

Singapore Business Contract Law for Non-LawyersSeminar One: 13 - 14 July 2015 , Shangri-La Hotel, Singapore

Program:

Dates: Location:

China Business Contract Law for Non-Lawyers 20 - 21 July 2015 (2 days program)Shangri-La Hotel, Singapore

EXECUTIVE SUMMARY

6Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

China Business Contract Law for Non-Lawyers

Early Bird 1 (Register & pay by 28 May 2015):Early Bird 2 (Register & pay by 25 June 2015): Regular Tuition Fee:

Group discount of 10% for 2nd participant from the same organization. For limited time only by 25 June 2015 register 3 participants and the 4th participant will receive a complimentary seat (one discount scheme applies).

FACULTY DIRECTOR

Seminar Two: 20 - 21 July 2015 , Shangri-La Hotel, Singapore

S$2,650S$2,850S$2,950

Ms. Li is a senior partner of Zhong Lun Law Firm - a leading law fi rm in China, who also co-heads the fi rm’s M&A practice group. She has over 20 years of rich legal practice experience with a focus on foreign direct investments, mergers and acquisitions, joint ventures, project restructuring as well as commercial disputes resolutions. Her clients are mainly multinational corporations in the US and Europe.

Ms. Li has been consecutively recognized as the Leading Individual in Corporate/M&A in China by Chambers Asia andwas acknowledged to be a “spectacular practitioner” with a “complete understanding of local market and excellent business sense and innovation in transactions”. She was also recognized as a “Top Woman Lawyer of Shanghai” by Shanghai Bar Association and was ranked No. 1 amongst the “Top 15 Women Lawyers in China” by Asia Legal Business.

Prior to joining private practice, Ms. Li had worked for 7 years at China International Economic & Trade ArbitrationCommission where she participated in resolving over 200 international commercial disputes. Her unique workingexperience at CIETAC enabled her to off er an insightful understanding of problem-solving in her corporate practice,and to identify the most pragmatic and effi cient approach for her clients. Ms. Li also sits as arbitrator at CIETAC.

Ms. Li received an LL.M. in Corporate Law from New York University School of Law, an LL.M. in International Economic Law from Wuhan University School of Law, a B.A. in English Language and a graduate diploma in International Cultural Exchange from Beij ing Foreign Studies University.

• Constantly ranked as “Leading Individual” in Corporate/M&A in China by Chambers & Partners and Ranked No.1 amongst the “Top 15 Woman Lawyers in China” by Asia Legal Business

• A senior partner and arbitrator with more than 20 years of professional experience• Frequently consulted and engaged by multinational corporations in China, the US and Europe for corporate

transactions, domestic and cross-border M&A, as well as commercial dispute resolution related advices

Audry LiSenior PartnerZhong Lun Law Firm

ProgramEssence:

7Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

China Business Contract Law for Non-LawyersSeminar Two: 20 - 21 July 2015 , Shangri-La Hotel, Singapore

While China continues to be an att ractive investment destination, many executives are fi nding it challenging to deal with its “unclear, changing and inconsistent” laws. Hence, to safeguard your company against the complexities of the China legal system, this two-day program China Business Contract Law for Non-Lawyers is designed to provide you with an in-depth knowledge on the legal requirements of contract formation and execution in China. You will learn how to handle any potential disputes that may arise during breach, dissolution and termination of contracts as well as possible options for remedies. You will also be equipped with eff ective negotiation skills and strategies in dealing with Chinese companies or partners. In the 2 days, practical learning will be enhanced through actual case reviews of common business scenarios in the PRC including sales and purchase agreements, distribution, trademark and technolody licensing, management service, joint venture and many other types of commercial contracts. At the end of the program, you will leave with the confi dence and expertise to deal with contractual situations eff ectively.

PROGRAM INTRODUCTION

WHO WILL BENEFIT THE MOST

This program is designed for all executives involved in the draft ing, negotiating, and executing of the commercial business contracts which include Contract Managers, Commercial Managers and Offi cers, Sales Managers, Purchasing, Procurement Managers and Offi cers, Project Managers and Executives, Business Development Managers, Operations Managers, Finance and Administration Managers, Company Directors and Corporate/In-House Legal Counsels

China continues to be an att ractive destination for foreign investment. Singapore entrepreneurs and investors are fl ocking to the country to take advantage of the many benefi ts of doing business there. However, investing in China can be a major challenge as working with Chinese companies remains complicated, lengthy and geographically restrictive, particularly for foreign investors. Without a clear understanding of China’s contract law, an entire contract can be rendered unenforceable. Thus, to help companies mitigate the risks and maneuver through the unique legal system in China, it is important to have a solid understanding of China’s contractual obligations to avoid potential disputes.

Designed for non-lawyers dealing with commercial contracts, you will gain an in-depth knowledge on the legalrequirements of contract formation and execution. You will also learn how to handle any potential disputes that may arise during breach, dissolution and termination of contracts as well as possible options for remedies. Through this program, you will be equipped with eff ective negotiation skills and strategies in dealing with Chinese companies or partners. In addition, practical learning will be enhanced through actual case reviews of common business scenarios in the PRC including share/asset purchase contracts, joint venture contracts, distribution contracts, and other types of commercial contracts.

At the end of the program, you will leave with the confi dence and expertise to deal with contractual situations eff ectively.

• Develop a sound understanding of the essential principles of contract law in China• Learn how to format and execute your commercial contracts legally• Discover diff erent types of dissolution and termination of contracts as well as ways to deal with it• Learn how to eff ectively sett le any potential disputes that may arise without facing any legal issues• Be equipped with strategies and best practices in negotiating with China companies/partners• Extract insights from real-life cases in China on commonly used contracts like share/asset purchase agreements,

joint venture agreements, trademarks/technology licensing contracts and other commercial contracts

LEARNING OBJECTIVES

DAY ONE - MORNING

Introduction to PRC Contract Law• Historical developments of the PRC Contract Law• Current legal framework• Basic principles & concepts of the PRC Contract Law

Formation and execution of contracts• Oral contracts versus writt en contracts• Whether contracts have been duly executed?

o Does the signing party have capacity to enter into the contract? o Is the signatory duly authorized to execute the contract? o Execution formalities

• Legal consequences of contracts that are not properly executed

Validity of contracts• Approval/registration requirements on certain contracts to be valid• Void contracts• Voidable contracts• Eff ect-to-be-determined contracts• Legal consequences of void and voidable contracts

DAY ONE - AFTERNOON

Breach of contracts and remedies• Performance of contracts• Breach of contracts• Remedies

o Continuing performance o Remedial measures o Damages (compensatory damages, liquidated damages, deposit)

• Obligations to mitigate• Exemption of liabilities

Dissolution and termination of contracts• Dissolution

o Dissolution by agreement o Dissolution by one party under agreed conditions o Dissolution by statutory reasons o Legal consequences of dissolution

• Termination o Termination by performance o Termination by off set o Termination by deposit o Termination by exemption o Termination by assumption of contractual rights and obligations

Dispute resolution• Reconciliation between the parties• Mediation by third party• Arbitration

o International arbitration o Domestic arbitration

• Litigation in the People’s Court 8Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

PROGRAM AGENDA

2015 Clariden Business Contract Law Week for Non-Lawyers

China Business Contract Law for Non-LawyersSeminar Two: 20 - 21 July 2015 , Shangri-La Hotel, Singapore

9Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

China Business Contract Law for Non-LawyersSeminar Two: 20 - 21 July 2015 , Shangri-La Hotel, Singapore

DAY TWO - MORNING

Negotiating other commercial contracts • Trademark/Technology licensing contracts (key terms)• Equipment transfer contracts (key terms)• Land transfer contracts (key terms)• Supply/sales contracts (key terms)• Distribution contracts (key terms)• Management service contracts (key terms)• Agency contracts (key terms)• Non-compete contracts (key terms)• Confi dentiality contracts (key terms)

Negotiation skills

DAY TWO - AFTERNOON

Negotiating share/asset purchase agreement (“SPA/APA”) with Chinese company• Market entry requirements • Preliminary negotiation and execution of lett er of intent/memorandum/term sheet• Due diligence of target and share/asset appraisal• Deal structure (share deal versus asset deal)• Key terms of SPA/APA

o Conditions precedent o Purchase price and payments o Closing o Representations and warranties o Limitations on claims o Indemnities o Restrictions on the seller o Governing law

• Other issues o Merger control o National security review

Negotiating joint venture contract (“JVC”) with Chinese partner• Market entry requirements• Two types of Sino-foreign joint ventures – EJV and CJV• Key terms of JVC

o Representations and warranties o Total investment and registered capital of the JV, forms of investment, time

schedule for capital contribution o Equity transfer o Board of directors/supervisors o Board meeting and deadlock o Termination, dissolution, buyout and liquidation o Breach of contract o Applicable law

Program:

Dates: Location:

Indonesia Business Contract Law for Non-Lawyers 23 - 24 July 2015 (2 days program)Shangri-La Hotel, Singapore

EXECUTIVE SUMMARY

10Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

Indonesia Business Contract Law for Non-Lawyers

Early Bird 1 (Register & pay by 28 May 2015):Early Bird 2 (Register & pay by 25 June 2015): Regular Tuition Fee:

Group discount of 10% for 2nd participant from the same organization. For limited time only by 25 June 2015 register 3 participants and the 4th participant will receive a complimentary seat (one discount scheme applies).

Leading authority in commercial and real estate law in Indonesia• Ranked as one of the leading lawyers in Chambers Asia Pacifi c 2014 and Asialaw• Highly recommended by Legal 500 and Who’s Who Legal (WWL) • Member of International Bar Association and Member of LAWASIA (The Law Association for Asia and the

Pacifi c), Indonesian Advocate Association, Indonesian Receivers and Administrators Association and Capital Market Legal Consultant Association

Eddy Leks

Founder and Managing Partner of Leks&Co, Eddy Leks, is one of Indonesia’s foremost authority in commercial and real estate law. He was ranked by Chambers Asia Pacifi c 2014 and Asialaw as a leading lawyer and was highly recommendedby Legal 500 and Who’s Who Legal.

Prior to developing his own practice, Eddy was highly involved in commercial law in reputable fi rms across Indonesia.He began his legal career in 2002 specializing in general corporate/commercial and general litigation. Thereaft er, hejoined Hadiputranto, Hadinoto & Partners (HHP), an affi liated law offi ce of Baker & McKenzie, and developed hisexpertise in capital market, general corporate/commercial, taxation, foreign investment and customs practice areas. Hesubsequently joined PT Lippo Karawaci Tbk, one of the biggest property and real estate development and investmentcompanies in Indonesia, where he rose up the ranks to become a legal senior manager. During his term, he managed company’s general corporate/commercial issues, build-operate-transfer project and acquisition of shares and assets of property projects.

Leveraging on the expertise and experiences gained during the early years of his legal career, Eddy actively involves himself in many major corporate and real estate transactions at his own practice. His experiences include, among others, project acquisition of shares or assets of major national and multinational corporations, giving legal advice andactively preparing a build, operate and transfer agreement, giving legal advice and strategy for the corporate action’spurposes, especially when there is signifi cant necessity for watchfulness and proposing the best corporate structure for the business transaction.

His fi rm has represented many high-profi le clients in their commercial endeavors, including PT Lippo Karawaci Tbk,Tokyu Land Corporation, Agung Sedayu Group and PT Bahari Cakrawala Sebuku, an Australian mining company.

Eddy Leks is also a member of multiple prestigious law associations, such as International Bar Association, LAWASIA (The Law Association for Asia and the Pacifi c), Indonesian Advocate Association, Indonesia Receivers and AdministratorsAssociation and Capital Market Legal Consultant Association.

FACULTY DIRECTOR

Seminar Three: 23 - 24 July 2015 , Shangri-La Hotel, Singapore

S$2,650S$2,850S$2,950

Managing PartnerLeks&Co

The increase in participation of small and large businesses has been a contributing factor to the evolution of Indonesia’s economy to a market-oriented one. Inevitably, this has led to an increase in commercial contract transactions. However, contracting in Indonesia can be challenging and complex. Hence, Clariden’s Indonesia Business Contract Law for Non-Lawyers is designed to simplify key elements of contract law and contractual obligations so that you will be able to confi dently identify and mitigate the risks of contracts as well as avoid potential disputes.

In this comprehensive two-day program, participants will gain an in-depth knowledge of the crucial elements and legal requirements for the formation of contracts in Indonesia. You will understand general conditions for validity of contract, legal consequences and compensation due to breach of contract. Our faculty director Eddy Leks will also discuss the types of sett lement, how to process claims management and how to manage risks and liabilities in the event of a contractual dispute.

Lastly, you will also learn how to enhance your negotiating position vis- à -vis your contractual partner by adopting tactics specially formulated for negotiating terms, conditions, extensions and performance outcomes. Designed for non-lawyers dealing with contracts, this program will discuss case studies drawn from actual legal cases to maximize your learning experience. Even without prior legal knowledge, you will leave this course with the confi dence and expertise to deal with contractual situations eff ectively.

ProgramEssence:

PROGRAM INTRODUCTION

The law and regulations governing business and contract law are increasingly complex and they now aff ect all industries and every type of commercial agreement from bankruptcy and intellectual property rights to the purchase and sale of securities. Therefore, it is important for parties involved in contracting to have a good grasp of the essentials of contractlaw so that companies can meet their business objectives. To achieve this, the terms and conditions stated in the contract must match business outcomes and a robust and well-designed contractual process must be put in place.

Led by Mr. Eddy Leks, a leading authority in Indonesia’s commercial law, this two-day program aims to give non-lawyers a thorough understanding of business contracts - from what legally constitutes an off er and acceptance to the circumstances resulting in a default of contract to methods of dispute sett lement both in and out of court. In addition,important aspects of dispute sett lement that you will be exposed to include contract claims and why they arise, how to process and assess a claim and dispute mechanisms in a contract, will be discussed. You will also get a clear idea of how to allocate contractual risks and what are the warranties and indemnities you have so as to anticipate and avoidfuture legal disputes.

Drawing from his extensive experience, Eddy will share world class practices on how to draft a contract withoutprecedence and create terms and provisions that are benefi cial and clear while adhering to Indonesian laws. Lastly,Eddy will share contract negotiating styles and strategies to build and manage your organization’s bargaining power.

Designed for non-lawyers dealing with the management of commercial contracts, this program will discuss case studiesdrawn from actual legal cases to maximize your learning experience. Even without prior legal knowledge, you will leave this course with the confi dence and expertise to deal with contractual situations eff ectively.

WHO WILL BENEFIT THE MOST

This course is designed for Contract Administrators, Contract Managers & Contract Professionals, Supply Offi cers,Buyers, Purchasing Professionals and Procurement Offi cers, Project Co-ordinators, Project Managers and other Project Professionals, Claims Personnel, including Legal Advisers, Contract Strategists and Business Audit Offi cers, Sales and Marketing Managers, Claim Managers, Business Development Managers, Supply Managers, Trade and Export Finance Managers, Corporate Directors, and Corporate/In-House Legal Counsels.

11Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

2015 Clariden Business Contract Law Week for Non-Lawyers

Indonesia Business Contract Law for Non-LawyersSeminar Three: 23 - 24 July 2015 , Shangri-La Hotel, Singapore

12Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

PROGRAM AGENDA

DAY ONECONTRACT : AN OVERVIEW• Defi nition and Goals of Contract• Contract Law Defi nition• Nature and System of Contract Law• Sources of Contract• Contract Law Principles• Subject and Object of Contract Law

GENERAL CCONDITIONS FOR VALIDITY OF CONTRACT• Consent between those who binds in the contract

o Off ero Acceptanceo Acceptance by Silenceo Freedom of Consensuso Undue Infl uenceo Fraud

• Capacity of the Respective Parties• Certain (specifi c) Subject Matt er• Legal cause

EVENT OF DEFAULT AND FORCE MAJEURE• Defi nition of Default (Breach of Contract)• Negligent Statement as Procedural Requirement• Legal Consequences of Breach of Contract• Compensation due to Breach of Contract• Form and Nature of Compensation• Total Compensation• Force Majeure• Risk

DISPUTE SETTLEMENT• Sett lement in Court

o Civil Courto Commercial Court

• Security Institutionso Encumbrance Righto Fiduciaryo Pledgeo Grosse Deed of Debt Acknowledgement

• Sett lement out of Courto Alternative Dispute Resolutiono Arbitration

2015 Clariden Business Contract Law Week for Non-Lawyers

Indonesia Business Contract Law for Non-LawyersSeminar Three: 23 - 24 July 2015 , Shangri-La Hotel, Singapore

• Develop a sound understanding of the full impact and importance of commercial contracts• Identify and mitigate your contractual risks and liabilities, thereby limiting losses to your organization• Understand how to structure the crucial elements, terms and clauses in every contract formation• Interpret “Force Majeure” clause and its impact on a contract• Learn how to minimize the instance of breaches and manage them well without facing any legal issues• Equip with strategies and best practices in dispute sett lement and claims management so as to protect

your organization’s interest.• Enhance your organization’s bargaining position through eff ective negotiation strategies

LEARNING OBJECTIVES

13Contact Admissions Offi ce at +65 6899 5030 | [email protected] | www.claridenglobal.com

DAY TWODRAFTING A CONTRACT (PART I)• Structure of Contract• Draft ing Process

o Agreeing to the Business Termso Determine Who Draft s the Contracto Learning about Transactiono Preparing to Draft a Contracto Draft ing with and without precedento Logistics of Draft ing Contracto Draft ing the Contract

• A Contract’s Parto Introductory Provisionso Defi nitions and Defi ned Termso Actions Sectionso Closing Related Provisionso Other Substantive Business Provisionso Endgame Provisionso General Provisionso Signature Lines

DRAFTING A CONTRACT (PART II)• Introductory provisions• Defi nitions and defi ned terms• Action sections• Representations and warranties• Covenants and rights• Conditions to an obligation• Endgame provisions• General provisions• Signatures

DRAFTING A CONTRACT (PART III)• Training for Contract Draft ing• Q&A Session for Various Matt ers on Contract Draft ing

NEGOTIATION• Purpose• Negotiating Approaches• Negotiation Styles• Negotiation Planning and Strategy• Integrating Information for Results

2015 Clariden Business Contract Law Week for Non-Lawyers

Indonesia Business Contract Law for Non-LawyersSeminar Three: 23 - 24 July 2015 , Shangri-La Hotel, Singapore

REGISTRATION PAGE

Knowledge for the world business leaders C L A R I D E N

BUSINESS CONTRACT LAW WEEK FOR NON-LAWYERSSession One: 13 - 14 July 2015 | Shangri-La Hotel, SingaporeSession Two: 20 - 21 July 2015 | Shangri-La Hotel, SingaporeSession Three: 23 - 24 July 2015 | Shangri-La Hotel, Singapore

Booking Contact (Approving Manager) Mr/Mrs/Ms:_____________________Job Title:_________________________ Department:_____________________Telephone:_______________________ Fax:____________________________Email:____________________________________________________________Organization:_____________________________________________________Address:___________________________________________________________________________________________________Postal Code:____________

I would like to receive more information on hotel accommodation using Clariden Global coporate rate.

Please register the following participant for this seminar.(Please tick □ to select your seminar(s). You may tick more than one.)

PAYMENT METHODS

GROUP DISCOUNTS

BY CHEQUE / BANK DRAFT :Made payable to CLARIDEN GLOBAL PTE LTD and mail to: 3 International Business Park, #04-29, Nordic European Centre, Singapore 609927.

BY TELEGRAPHIC TRANSFER TO:Bank Name: DBS BANKBank Branch code: 027Bank Address: 6 Shenton Way, DBS Building, Singapore 068809Bank Account No: 027-903583-8Bank Account name: Clariden Global Pte LtdSWIFT Code: DBSSSGSG

Please note that all bank charges are to be borne by participants. Please ensure Clariden Global Pte Ltd receives the full invoiced amount.

Note: Please include invoice number on all payment types and yourcompany’s name in your payment instructions for our reference.

CREDIT CARD:To make payment by credit card, please call our client services hotline at+65 6899 5030.

4 WAYS TO REGISTER

Email: [email protected]

Fax: +65 6567 4328

Call: +65 6899 5030

Website: www.claridenglobal.com

HOW TO REGISTER AND PAYAn invoice and registration confi rmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT.

ACCOMMODATIONAccommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confi rmation.

CANCELLATIONS AND SUBSTITUTIONS

VENUE AND ACCOMMODATION INFORMATION

Once we have received your booking, the place(s) are confi rmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only beredeemed for 1 program and is valid for only one (1) year from date of issue.

Substitution with a qualifi ed candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee.

Shangri-La Hotel, Singapore13 - 14 July 2015 | Singapore Business Contract Law for Non-Lawyers20 - 21 July 2015 | China Business Contract Law for Non-Lawyers13 - 14 July 2015 | Indonesia Business Contract Law for Non-Lawyers22 Orange Grove Road, Singapore 258350Tel : +65 6737 3644Fax : +65 6737 3257Website : htt p://www.shangri-la.com/en/property/singapore/shangrila

ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM

PLEASE NOTE: Clariden Global Pte Ltd reserves the right to change thecontent and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global Pte Ltd will refund the full amount and disclaim any further liability.

ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on +65 6899 5030.

PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global Pte Ltd and will be held in the strictest confi dence. It will be added to our database for the primary purpose of providing you with information about future events and services.

Visit us at www.claridenglobal.com for upcoming events

FOR OFFICIAL USEFEE RECEIVED REFERENCE L5106/08/09/JN/ET

Session

Session 1: Singapore Business Contract Law for Non-Lawyers (13 - 14 July)

Session 3: Indonesian Business Contract Law for Non-Lawyers (23 - 24 July)

S$2,650

S$2,650

S$2,650

S$2,850

S$2,850

S$2,850

S$2,950

S$2,950

S$2,950Session 2: China Business

Contract Law for Non-Lawyers (20 - 21 July)

1st Early Bird Fee Per

Participant (If payments

& registrations are received by 28 May 2015)

2nd Early Bird Fee Per

Participant (If payments

& registrations are received by 25 June 2015)

Regular FeePer Participant

PROGRAM FEES

1st Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

2nd Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

3rd Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

4th Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

Seminar(s): Session 1 Session 3Session 2□ □□

Seminar(s): Session 1 Session 3Session 2□ □□

Seminar(s): Session 1 Session 3Session 2□ □□

Seminar(s): Session 1 Session 3Session 2□ □□

ENJOY 60% CASHBACK

Productivity and innovation Credit (PIC) scheme allows registered Singaporean businesses to claim 60% cash back or enjoy 40% tax deduction for training.

For more information, please visit htt p://www.claridenglobal.com/pic.php

Group discount of 10% for 2nd participant from the same organization. For limited time only by 25 June 2015 register 3 participants and the 4th participant will receive a complimentary seat (One discount scheme applies).

Note: GST is applicable to participants from Singapore registered companies.