Course details

Overview ?

The Course

The critical importance of effective and appropriate contract drafting catered to the specific needs of the particular business and situation cannot be emphasized enough. Robust contracts identify and minimize risk for the organisation and ensure that projects and procurement are carried out efficiently and without costly disputes.

All too frequently contract wording used is not properly understood which ultimately detrimentally affects the performance of the project and even possibly leads to contract failure.

Procurement and tendering have become increasingly sophisticated but all individuals need to be aware of the current and best practices adopted by some of the major international corporations in order to increase the effectiveness of their own procedures.

This course will assist all individuals in dealing with such contract wording and procedures in order to maximize the benefits to the organisation and reduce risks.

Course highlights include:

Examine the legal effectiveness and formation of contracts
Assessing the appropriate contract type and tender process
Key contract clauses focusing on risk, remedies and insurance
Securing performance of a party’s obligations
Appropriate dispute resolution and dispute avoidance

The Goals

Provide an understanding of contract structures, and why contracts are drafted in a particular manner
Explain the commercial impact of key contractual provisions
Develop an understanding of the interaction between contractual provisions and the need for consistency.
Identify where things can go wrong, and learn how to avoid problems, or mitigate their effects through well drafted contracts and good management.
Understand how to avoid disputes but learn how to deal with them if they arise.

The Delegates

Managers
Marketing and sales staff
Procurement professionals
Professionals such as legal and financial staff and contract professionals
Project Engineers and Project Professionals, including Project Managers
Commercial Professionals
Quantity Surveyors
Purchasing Officers & Personnel
Buyers
Supply Professionals

The Process

The course will involve the attendees in as much interaction as possible with discussion, case studies and exercises on particular topics. Topics will be designed as far as possible to be clearly relevant to the commercial issues faced by or likely to be faced by the delegates. There will also be opportunities to assess examples of different types of dispute resolution in practice, showing the difference between various approaches, and the use of external third party experts in dispute resolution. One to one sessions with the trainer will also be available to discuss any further issues faced by the delegates.

The Benefits

Attending this seminar will help you to learn how to:

Use appropriate contract structures for different projects,
Use appropriate contract structures for different projects,
Examine the commercial impact of particular terms and conditions
Use contract provisions to reduce the risk of disputes or contract failure.
Deal efficiently and effectively with disputes including analysis of the methodology used in international contracting

The Results

Increase efficiency of contracting processes and contract security within the organisation.
Develop transactional and litigation risk control within the organisation.
Delivering greater value to the organisation by the use of more effective contracts and protection provisions.
Minimising costly disputes caused by unclear or inappropriate contract clauses and improving the position of the organisation.
Improved awareness of methods of dealing with disputes to ensure that commercial relationships are maintained and developed.

The Core Competencies

Allocation of contractual risk
Selection of appropriate form of contract/tender
Contract management and administration skills
Understanding contract wording
Drafting
Negotiating

The Programme Content

Day One

The Importance of Contracts

The Importance of Contracts
Controlling the contract process
- Understanding the deal
- Controlling the negotiation
- Tips for effective negotiation
Contract Formation
Offer and Acceptance
Battle of the forms
Consideration and Intention
Oral or written?
Electronic contracts
The value of due diligence and financial stability

Day Two

Tender Process & Different Contract Types

Auctions and Bids
Tender Process
- Invitations to tender
- Request for Proposal
- Request for Quotation
- Pre-qualification
- Compliance
- Letters of Award

Heads of Terms and Letters of Comfort
Which contract type to select?
- Advantages and disadvantages of the main contract types
- The problem with fixed fees?
- Modern methodology

Economic Price Adjustment clauses
Bonds and Guarantees
Compliance with law/change of law

Day Three

Main Contract Clauses

Obligation to deliver/perform
- Controlling subcontractors
- Monitoring and Milestones
Securing Payment
Ensuring prompt payment
Non payment remedies
The use of Letters of Credit
Parent Company Guarantees
Time and place of delivery
Transfer of title and risk - ICC Incoterms
What are retention of title clauses?
Why is "time of the essence" important?
Delivery, Ownership and Risk in Procurement
Insurance
Indemnities – when we need them
Liquidated Damages/Penalties and the dangers

Day Four

Other Key Considerations during the Commissioning Process

Variations and changes
Liability beyond contract
The value of Intellectual property
When do contracts end?
Limiting liability
Warranty
Which law to apply to the contract?
Final contract review and close out process

Day Five

Dealing with Disputes

Compromise and settlement
Dispute Resolution clauses
Litigation
Arbitration
Modern methods of resolving disputes
Mediation
Concilliation
Early Neutral Evaluation
Expert Determination
Final review and questions

Day 1

Day 2

Day 3

Day 4

Day 5

Training Methodology

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