Contract Drafting Masterclass: Clauses Managing Risks

Turn your contracts into proactive tools for risk management, collaboration, and long-term success. Take control by managing expectations, changes, and relationships - ensure your contracts do more than just mitigate legal risks; make them a framework for successful projects and strong commercial relationships. This jam-packed 4-hour masterclass helps you mitigate exposure through clear contractual drafting, create “bulletproof” contracts that ensure enforceability and fairness, and understand how courts interpret poorly drafted terms. Plus, hear from leading barristers on what happens when things go wrong, with a focus on risk management clauses.

Thursday, 22 May 2025
Description

Attend and earn 4 CPD units in Substantive Law
This program is applicable to practitioners from all States & Territories

10.00am to 11.00am Limiting Liability: Balancing Risk and Reward

 

  • Types of liabilities typically limited by these clauses (direct, indirect, consequential)
  • Determining appropriate caps on liability
  • Carve-outs from limitations of liability: identifying non-negotiables
  • Enforceability issues: ensuring your limitations are legally sound
  • Discussing how to draft effective limitation of liability clauses that protect parties while remaining enforceable
  • Exploring common pitfalls and strategies for negotiating these clauses 

Presented by Michael Creedon, Partner, MinterEllison, Recommended Front End Construction, Infrastructure & Projects Lawyers – Australia, Doyle’s Guide 2024, Preeminent Front End Construction & Infrastructure Lawyer, Doyle’s Guide 2023

Chair:

Jane Muir, Barrister, Gerard Brennan Chambers

9.00am to 10.00am Clauses & Results: The Top 3 Concerns

 

  • Managing expectations
    • Clarity on roles and responsibilities: who does what, when, and how?
    • Payment terms: ensuring costs and schedules align with cash flow needs
    • Importance of precision in scope, timelines, and deliverables to avoid disputes
  • Managing change
    • Effective variation clauses to handle changes in scope and program
    • Strategies for documenting and agreeing on price and time implications of changes
    • Mitigating risk through clear processes for approvals and notifications
  • Managing the relationship
    • Early termination clauses: balancing flexibility and protection for default or convenience
    • Suspension provisions: navigating force majeure and other unforeseen events
    • Dispute resolution frameworks: fostering collaboration while protecting legal rights
    • Achieving great project outcomes
    • Contracts as a proactive tool for collaboration, not just risk allocation
    • Fostering trust through transparent and fair contract mechanisms
    • Encouraging a commercial mindset that prioritises long-term relationships and mutual success 

Presented by Gemma Nugent, Director, SoundLegal

11.00am to 11.15am Morning Tea
11.15am to 12.15pm Indemnity Clauses in Practice

 

Gain precedent reviews and practical scenarios to ensure you gain the skills needed to draft, negotiate and enforce indemnity clauses effectively while balancing legal protections and commercial realities. 

  • Indemnity clauses: introduction
    • What is an indemnity
    • What is the purpose of an indemnity in a contract
  • Do you need an indemnity in a contract
  • Issues with indemnity clauses
  • The general indemnity
  • Specific indemnities
  • Insurance issues
  • Cases on indemnities
  • How are indemnity clauses interpreted
  • Principal indemnity clause
  • Standard contractor requested amendments
  • Negotiating an indemnity clause 

Presented by Scott Alden, Partner, Mills Oakley

12.15pm to 1.15pm When Things Go Wrong: Litigating Risk Management Clauses

 

  • How drafters can avoid the pitfalls
  • What are the most commonly litigated issues with respect to risk management clauses?
  • In what context do those issues arise?
  • How do courts approach ‘poorly’ drafted terms?
    • Equitable principles v black letter law
    • the concept of ‘fairness’ or ‘commercial efficacy’
  • How can drafters ‘bullet proof’ their contracts and/or try to ensure enforceability/fairness
  • What alternatives are there to risk management clauses that might give rise to other forms of litigation  

Presented by Andrew Horne, Barrister, 6 St James Hall Chambers

Presenters


Gemma Nugent, Director, SoundLegal
Gemma Nugent, Principal Lawyer at SoundLegal, is a construction, engineering and consulting contract specialist. Gemma has worked extensively with subcontractors, contractors, principals and consultants on major infrastructure, construction, mining, oil and gas and consulting projects in both the private and public sector. She has drafted, reviewed, negotiated and delivered training on a wide variety of project and commercial agreements and has experience with all of the Australian Standard standard form contracts.


Scott Alden, Partner, Mills Oakley
With over 25 years of experience, Scott specialises as a legal advisor on significant projects and procurements for government clients. Scott’s role of lead advisor to significant projects often incorporates legal and procurement expertise on the same transaction, as well as strategic probity advice. In recognition of his position as a leading government lawyer, Scott was one of the first Law Society Accredited Specialists in Government and Administrative Law, both Commonwealth and State (with a focus on government commercial and procurement transactions), and has been appointed by the Law Society of NSW as the Head Assessor for that Specialist Accreditation this year. Scott also writes and lectures two procurement courses for the Masters Programs at both College of Law and the University of Melbourne. Scott is currently on an international committee that is in the process of drafting international Modern Slavery guidelines. He is experienced in drafting and implementing key project documents including market sounding/engagement documents, industry briefings, RFTs, tender evaluation plans, tender evaluation reports, commercial.


Andrew Horne, Barrister, 6 St James Hall Chambers
Andrew was called to the New South Wales bar in 2023. In addition to being admitted as a barrister in New South Wales, Andrew is also admitted as an attorney in New York and as a solicitor in England & Wales and Scotland. He graduated first in his class from the University of Strathclyde in Glasgow, Scotland (LL.B. (Hons. 1st Class)) and holds a LL.M. from Harvard Law School where he was a John F. Kennedy Memorial Scholar (the UK equivalent of a Rhodes Scholar). Prior to relocating to Australia, Andrew practiced for fifteen years in the litigation department of the international law firm, Kirkland & Ellis LLP. He was elected to partnership in 2007, becoming one of the firm’s youngest partners. While at Kirkland, Andrew handled a wide variety of trial and appellate matters including commercial contract disputes, financial services litigations and investigations, class actions, and insolvency proceedings. His clients included numerous Fortune 500 companies such as Morgan Stanley, Verizon, AOL, and News Corp. He also had an active pro bono practice, including representing a Texas death row inmate in his post-conviction litigation, for which he was individually awarded a Thurgood Marshall Award for Death Penalty Representation by the New York Bar Association and his team was awarded the American Bar Association Death Penalty Representation Project Exceptional Service Award. While at Kirkland, Andrew appeared before courts and arbitration panels across the United States including in California, Delaware, Florida, Illinois, Massachusetts, New York, Texas, and Virginia. He has also practiced before numerous appellate courts, including the United States Courts of Appeal for the Second, Fifth, and Ninth Circuits, the Delaware Supreme Court, and the United States Supreme Court. Andrew has a particular interest in technology, data security and privacy, accounting, and cross‑border litigation. His cross-border matters include disputes arising in Australia, England & Wales, the European Union, the Cayman Islands, Brazil, Argentina, and Germany. In addition to his practice, Andrew has a keen interest in teaching. He taught trial advocacy for ten years while at Kirkland and was previously an instructor and examiner in tort and international private law at the University of Strathclyde. He has published articles on medical ethics and tort and given presentations on international competition law, securities litigation, electronic discovery, and death penalty representation. Between 2006 and 2007, Andrew was the American Bar Association’s International Civil Litigation Sub-Committee Chair.


Jane Muir, Barrister, Gerard Brennan Chambers
Jane accepts briefs in all areas of commercial law. Her experience includes acting for clients in banking, bankruptcy, building and construction, commercial contracts, consumer protection, corporate, employment and industrial, equity, insolvency, insurance, real property and trade practices, matters. Jane regularly appears in State and Federal courts and tribunals, in Queensland and New South Wales, and represents clients in mediations and arbitrations.


Michael Creedon, Partner, MinterEllison
Michael is the Practice Group Head of MinterEllison’s Projects, Infrastructure and Construction Group in Brisbane. He has over 29 years experience in the engineering and construction industry, including 8 years as a practicing civil engineer both in Australia and the UK. He has an excellent reputation for innovative procurement and project delivery advice across a broad range of industry sectors. Michael applies a common sense approach to identify project risks and providing guidance on the most appropriate delivery model for any given project. Michael is also very experienced at providing contract administration advice and strategic advice concerning the prevention and management of disputes. His civil engineering background means that Michael is able to understand the underlying technical issues – often critical to resolving claims quickly and favourably. Michael has been independently recognised as one of Australia's top lawyers in Best Lawyers International (as published in The Australian Financial Review) for Construction / Infrastructure in 2012-2019, Transportation in 2015-2019, Alternative Dispute Resolution in 2016-2019 and Government Practice in 2016-2019. He is also ranked on the Australian Doyle's Guide as 1 of 3 'Pre-eminent' Queensland front-end Construction Lawyers in 2017-2018. He has been an active member of the editorial board of the Australian Construction Law Bulletin (ACLB) since 2012 and is a sessional lecturer at the University of Queensland in Construction Law.

WEB255N06

Contract Drafting Masterclass: Clauses Managing Risks

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DELIVERY MODE BELOW

Single Session
Thursday, 22 May 2025
9.00am to 1.15pm Australia/Sydney
CPD Points 4
$505.00
$353.50
Online 20250331 20250522

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