Course 2026-2027 a.y.

Part I – Foundations of International Contract Drafting

1)      Notion and structure of international contracts

2)      Law applicable to the contract (national legal systems, international law, soft law)

3)      Negotiation: pre-contractual instruments and pre-contractual liability

4)      Standard forms

5)      Representations and warranties

6)      Hardship and force majeure

7)      Penalty clauses and liquidated damages

8)      Boilerplate clauses

9)      Dispute resolution in international contracting

Part II – Contract Drafting and Emerging Technologies

10)   Online negotiation and contract formation

11)   AI-assisted contracting and legal drafting technologies

12)   SaaS, cloud services and digital services agreements

13)   Cloud computing contracts: EU Model Contractual Terms

14)   UNCITRAL Model Law on Automated Contracting

At the end of the course students will be able to:

•        Be familiar with the structure and internal logic of international contracts

•        Know the legal and practical function of key clauses commonly used in international contracts, including operative, boilerplate, governing law, and dispute resolution clauses

•        Now the guiding principles of contract review, including the comparison of contractual formulations, the detection of ambiguities and inconsistencies, and the evaluation of drafting alternatives

•        Understand the role of digital tools and AI-assisted systems in contemporary drafting practice, and critically evaluate their usefulness, limits, and professional implications

•        Develop professional skills relevant to legal practice, including legal writing, problem-solving, teamwork, oral presentation, and client-oriented reasoning

At the end of the course students will be able to:

•          Apply the core techniques of international contract drafting

•          Use legal and commercial reasoning in drafting contractual clauses, considering the structure of the transaction and the parties’ respective interests

•          Select and adapt precedents, model clauses, and standard templates to the specific features of cross-border contractual arrangements

•          Review contractual texts critically, identifying drafting weaknesses, ambiguities, inconsistencies, and clauses that may create legal or commercial risk

•          Propose and justify alternative drafting solutions considering risk allocation, enforceability, negotiation strategy, and transactional priorities

•          Use digital and AI-assisted tools in a professionally responsible manner to support contract drafting and review, while critically verifying outputs and preserving independent legal judgment

• Lectures
• Guest speaker's talks (in class or in distance)
• Practical Exercises
• Individual works / Assignments
• Collaborative Works / Assignments
• Interaction/Gamification

Guest speakers will speak about their own field of expertise in class or give separate lectures.

Exercises will involve research of printed and/or electronic legal resources.

Case studies will be illustrated and discussed in class.

AI tools are permitted solely for the preparation of group assignments and the corresponding presentations.

The use of AI tools is strictly prohibited in all graded examinations, whether partial or comprehensive.

Attending students are required to take two partial exams: partial and end-of-semester. Each of them consists of multiple-choice questions and open-ended questions. The program of each partial exam will be announced in class. The evaluation weighting is the following: -40% partial exam; -50% final exam; 10% attendance and participation in individual and group assignments.

In order to qualify as attending, students are required to have attended at least 75% of the classes prior to each exam.

Students failing to pass either of the two partial exams are required to take a general exam, consisting of multiple-choice questions and open-ended questions. The program of the general exam will be announced in class. The evaluation weighting is the following: -90% general exam; -10% attendance and participation in individual and group assignments.

The partial exams and the general exam are aimed at assessing students’ knowledge and understanding of the structure and internal logic of international contracts, the legal and practical function of key contractual clauses, and the guiding principles of contract review, including the identification of ambiguities, inconsistencies and drafting alternatives. They are also intended to assess students’ ability to apply the core techniques of international contract drafting, to use legal and commercial reasoning in drafting contractual clauses, and to review contractual texts critically.

Attendance and participation in individual and group assignments are aimed at assessing students’ ability to apply drafting and contract review techniques to practical exercises, to select and adapt clauses and precedents to specific cross-border contractual arrangements, to propose and justify alternative drafting solutions, and to work collaboratively while discussing legal and commercial choices in a clear and structured way.

Non-attending students are required to take a general exam at the end of the course. It will consists of multiple-choice questions and open-ended questions.

The general exam is aimed at assessing students’ knowledge and understanding of the structure and internal logic of international contracts, the legal and practical function of key contractual clauses, and the guiding principles of contract review. It is also intended to assess students’ ability to apply the core techniques of international contract drafting, to identify drafting weaknesses, ambiguities and inconsistencies, and to propose legally and commercially sound drafting solutions.

The program of the general exam for non-attending students is indicated in the section on teaching materials for non-attending students (see below).

Attending students are responsible for the teaching materials discussed in class and available on the Bboard platform.

Non-attending students are responsible for the following materials:

- Larry A. DiMatteo, International Contracting. Law and Practice (5th edn, Alphen aan den Rijn, 2022):

• Chapters from 2 (included) to 7 (included)
• Chapters 12 and 14.

- Pietro Sirena, 'The Contracting Parties' Choice of European Soft Law: Its Validity and Limitis', available on the Bboard platform.