ICL Online Course on Contractual Interpretation and Drafting of Contracts

This Course is designed for law students and budding corporate lawyers who want to fine-tune their contract drafting skills and understanding of contractual interpretation. The Course presents a unique blend of:

  • theoretical aspects of contractual interpretation;
  • practical aspects of drafting commercial contracts, and
  • enforceability aspects of various contractual clauses before the Court of law, with the help of relevant case laws and illustrative examples.

The entire Course is based on hands-on experience of our founder and mentors currently working at some of the most reputed corporate law firms in India.    

The course is divided into four parts-

  1. Principles of Contractual Interpretation: This part of the Course deals with the important principles of contractual interpretation with the help of various case laws from India and common law countries.
  2. Grammatical and other important rules for Construction of Sentences in a Contract: This is one of the very crucial components of contract drafting without which all your efforts to draft a contract may be rendered futile or sometimes even counterproductive. This section of the course is intended to polish your legal writing skill and introduce you to  some of the standard practices used throughout the world for drafting commercial contracts.
  3. Drafting Standard Terms and Conditions of a Contract: In this part of the Course, we introduce you to all the standard clauses which are mostly used in a contract. We have also provided different alternatives for these standard terms, their commercial and legal implications, and to what extent such terms can be enforced before a Court of laws citing examples from the landmark judgments in India and UK.
  4. Drafting of Commercial Contracts. This part of the Course will help you learn how you should go about drafting a particular type of contract. Each chapter in this part provides a checklist for drafting the contract, sample clauses and then explains each clauses by using illustrative examples extracted from the original contracts.

Why You should Subscribe to this Course.

The idea of drafting a contract with a given template or sample agreement readily available on the internet may sound very easy to a fresh law graduate or even a layman trying to draft an agreement without seeking professional advice in order to cut the cost. However, drafting a contract requires pure application of mind, understanding of legal and commercial implications, striking a balance between the interests of the parties and above all, sound knowledge of relevant laws and judgments affecting the enforceability of the clauses. A contract drafted without these considerations is simply a mechanical exercise resulting in a shoddy draft serving no purpose for the parties when the contract is challenged before the Court of law. A mechanical copy-paste job may get you in serious trouble and ruin your career as a corporate lawyer. Therefore, when you draft an agreement, it is very important to be aware of how a judge might interpret the terms of that agreement or how the terms have been interpreted so far through various judgment over a period of time.

Further, participating in rounds of negotiations, customizing the draft to make it more favourable to one’s client, and revising the draft multiple times to suit the needs and demands of all the concerned parties, is what differentiates a perfect draft from those standard templates and sample agreements.

Furthermore, a seemingly standard clause may not always be the standard. There might be deceptive divergent of the standard clauses which can easily skip your attention, if you just follow a template. Therefore, in order to avoid any kind of dispute, a smart lawyer would always draft a contract without any loose ends, i.e. a contract which will not be subject to multiple interpretations or containing conflicting terms.

The present course aims to give you a very comprehensive understanding of standard clauses in a contract and their interpretation. In addition, it also offers you several drafting techniques for these terms which you can use to suit your need and tweak the interpretation.


Chapter-1 Interpretation of Contracts

  • Contractual Interpretation
    • Contractual Interpretation vis-a-vis Statutory Interpretation
    • Relevance of Contractual Interpretation
    • Approaches to Contractual Interpretation
  • Fundamental Rules for Interpretation of Contracts
  • Pre-contractual Documents
    • Antecedent Agreements
    • Draft Agreements and Term Sheets
    • Parol Evidence Rule
    • Exceptions to the Parol Evidence Rule
    • Entire Agreement Clause
  • Importance of Deleted Words
  • Implied Terms
  • Business Efficacy Test
  • Specific Provision vis-à-vis General Provision
  • Harmonious Construction of Contractual Terms
  • Liberal Interpretation of Contracts
  • Placement of Clauses in a Contract

Chapter-2 Grammatical Rules for Drafting of Contracts

  • Approach to Contract Drafting
  • Sentence Construction
  • Avoiding Redundancy
  • Common Grammatical Errors
  • Punctuation
  • Use of Archaic Words
  • Common Homonyms Used in Drafting Contracts
  • Drafting Tips

Chapter-3 Term Sheet, Parties, Recitals, Definitions & Interpretation

  • Term Sheet
  • Difference between MoU (Memorandum of Understanding) and an Agreement
  • Cover Sheet, Table of Contents, Numbering & Cross-referencing
  • Title & Introduction
  • Recital
  • Lead-in
  • Definitions Clause
  • Interpretation Clause

Chapter-4 Representation, Warranties & Disclaimer Clause

  • Representations and Warranties
  • Disclaimer

Chapter-5 Indemnification & Limitation of Liabilities

  • Indemnity
  • Limitation of Liabilities & Exclusion Clause
  • Remedies

Chapter-6 Confidentiality, Non-compete and Non-solicitation Clause

  • Confidentiality & Non-disclosure
  • Residual Clause
  • Non-compete Clause
  • Non-Solicitation Clauses

Chapter-7 Intellectual Property Rights Clause

  • Drafting Intellectual Property Law Clause
  • Pre-existing or Background Intellectual Property
  • Exclusive vs. Non-exclusive Rights
  • Assignment of Intellectual Property
  • Licensing of Intellectual Property
  • Assignment of IP vs. Licensing of IP
  • Representations on Intellectual Property
  • Warranties on Intellectual Property
  • Indemnity for IPR Infringements & Limitation of Liabilities
  • Standard Clauses
  • Drafting Tips

Chapter-8 Dispute Resolution Clause

  • Dispute Resolution Clause
  • Arbitration
    • When to Put an Arbitration Clause
    • Arbitration Clause: A Separate Agreement?
    • Constituents of Arbitration Clause
    • Sample Clause
    • Arbitration Clause & Territoriality
    • Abandonment of Right to Arbitration
    • Drafting Tips
  • Litigation or Arbitration?
  • Governing Law
  • Jurisdiction

Chapter-9 Termination Clause

  • Contract without Termination Clause
  • Types of Termination Clause
  • Termination for Convenience
  • Termination for Cause
  • Material Breach & Termination
  • Consequences of Termination
  • Notice
  • Sample Clauses
  • Drafting Tips

Chapter-10 Miscellaneous Clause

  • Force Majeure Clause
  • Entire Agreement Clause
  • Severability Clause
  • Counterparts
  • Non-waiver Clause
  • Assignment

Chapter-11 Drafting Privacy Policy

Chapter-12 Drafting Terms of Use

Chapter-13 Website Development & Web Hosting Agreement

Chapter-14 Employment Agreement

Chapter-15 Agreement of Sale and Sale Deed

Chapter-16 Distributorship Agreement

Chapter-17 Drafting Loan Agreement

Chapter-18 Drafting Master Services Agreement

Chapter-19 Drafting Commercial Lease Deeds

Chapter-20 Drafting IP Assignment Agreement 


  • Any law student who is in the 2nd-5th year of 5 years’ B.A./B.Sc/B.Com LL.B course from a recognized law school or university;
  • Any law student in the 2nd-3rd year of 3 years’ LL.B course from a recognized law college or university;
  • Fresh law graduates and legal professionals;
  • Company Secretary;
  • Legal Manager;
  • Entrepreneurs/ Start-ups;
  • Head of Contract Administration & Management;


  • A total of 50 applicants will be confirmed on first come first serve basis upon successful payment of the applicable fee on or before the last date of enrollment, i.e. November 30, 2015 December 05, 2015.
  • The interested candidates can send their application by filling up the form provided below-


We incur certain unavoidable expenses in offering an online course on our web portal, viz. time and efforts of the professionals engaged for designing and reviewing the course content, mailing the course completion certificates, conducting telephonic doubt clarification session, general administration and several other hidden cost. Therefore, we have decided to offer this course on no-profit-no-loss basis. All you have to do is to pay a  nominal application fee provided below to enroll for this course.

Course Fee

  • Law Students: INR 750/-
  • Law Graduates/Legal Professionals: INR 1450/-

Once the application is received by us, a confirmation email will be sent to the candidate, upon which the selected candidate can pay the application fee to the following bank account-

  • Bank: Punjab National Bank (IIT Roorkee Branch);
  • A/c Holder Name: Ashutosh Kumar;
  • A/c No. 4044 0015 0005 1965;
  • IFSC: PUNB0404400.

After making the payment, kindly send a receipt/ challan/ screen-shot/ any documentary proof of the same so that we can confirm your application at the earliest.

A candidate discontinuing the course or failing to submit the assignments (evaluation test) will be automatically disqualified from the course upon which no fee shall be refundable to them.


  • Upon successful completion of the Course, the candidates will be issued a ‘Certificate of Completion’ within one week from the date of declaration of results.
  • Among the successful candidates of this course, top 3 candidates can also avail the opportunity to do either (a) 2 months’ online internship with Indian Case Laws, or (b) work as a Research Scholar at Indian Case Laws for 6 months.
  • Candidate securing the highest marks in the evaluation test will have the opportunity to get his research project (part of the evaluation test) published in International Journal of Legal and Social Sciences(ISSN 2394-1936).


The course will primarily consist of study material in the form of modules and reference materials for further reading. You may be required to devote 6-7 hours of study in a week. The Course is intended to be completed in a span of three weeks starting from December 10, 2015.

For your better understanding of the concepts in the modules, doubt clarification session will be open on Saturdays and Sundays falling between December 10 – December 31, 2015, i.e. on 12th, 13th, 19th, 20th,  26th and 27th of December.


At the end of the course there will be an evaluation test based on which the candidates will be issued a course completion certificate. The evaluation test will only include submission of one research project on the given topics in not less than 3000 words. The minimum qualifying percentage for clearing the tests is 60%.

CASH BACK: The first ten confirmed applications will be eligible for a cash back of Rs. 200/- on the application fee upon successful completion of the course. Similarly, the next ten (i.e. 11-20) confirmed applications will be eligible for a cash back of Rs. 100 on the application fee upon successful completion of the course. The refundable money will be credited to the mobile account of the qualifying participant.


  • Last Date for Enrollment: November 30, 2015 December 05, 2015
  • Course Duration: December 10 – December 31, 2015 (3 weeks)
  • Release of Topics for Evaluation Test: January 4, 2016
  • Last Date for Submission of Research Projects: January 31, 2015
  • Issue of Certificate: 1st week of February.

For further details, kindly contact us at +91 99807 80217 or send an email to indiancaselaws@gmail.com.

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