Course details

Overview ?

The Course

Contracts are the basic structure of all business relationships, whether they be for the construction of a major new facility, or the supply of stationery, the terms and the management of the contract itself are critical to the success of all companies. As such, contracts touch every aspect of business life, and it is important that all staff (whether directly involved in contract management or not) understand how they operate, particularly in an international context.

The seminar covers the three stages of contracting; negotiating the “deal”; documenting that deal in a robust, but practical way: and managing the performance of the contract itself. The intention is to develop general skills with application to a wide range of contracts, and to allow participants to have an awareness of practices in other areas and other industries, which may add value to their own situations. The seminar will also give an opportunity to consider matters from the perspective of the other party to a contract.

The Goals

This seminar is designed to:

Emphasise the need to negotiate the “deal” before structuring the contract documentation
Provide tools and techniques to assist in such negotiations
Examine the drafting and modification of specific contract clauses, using real examples
Look at some of the differences in approach in different jurisdictions (and the common themes that run through contracting)
Review some of the skills that will enhance the efficient management of contract
Examine ways to avoid disputes, or to manage them successfully

The Delegates

Project, Construction, Cost and Quantity Professionals
Purchasing officers
Procurement, Tendering, Contracts Personnel
Buyers & Financial Professionals
Those new to the function, preparing for a major project, or experienced professionals looking for a refresher

The Process

The seminar will combine conventional teaching, including real examples, together with a high level of participation; including an interactive approach to involving participants in discussion of topics; exercises; and encouraging participants to bring their own experiences forward for discussion and debate.

The Benefits

The seminar will enhance the skills of the delegates, and enable them to have a better understanding of how contracts are created; structured; and drafted. This will improve the ability of staff to understand the commitments they are entering into on behalf of the organisation, and the obligations of the other parties.
Enhanced management skills will improve the efficiency of contract administration and management.
Improved skills in negotiation, and dispute avoidance and resolution will be valuable in all aspects of the organisation, both in relation to external contracts, but also internal relationships.
How to negotiate a contractual arrangements
What constitutes a valid contract
Problem areas with major clauses, and how to avoid them
Differences in approach between different legal systems
Drafting issues that arise on common clauses, and how to negotiate these terms
How to use standard form documents efficiently
Techniques to improve the efficient management of contracts
Latest thinking on dispute resolution, and ways to avoid disputes

The Core Competencies

Competencies addressed and enhanced by this seminar include:

Negotiation
Structuring contracts
Contract drafting
Dealing with qualifications to contracts
International contracting
Avoiding disputes
Resolving disputes

The Programme Content

Day One : What is the “deal” behind the contract, and how do you get there?

What constitutes a contract?
How to structure commercial arrangements
Innovative commercial solutions (e.g. Partnering, “BOOT” contracts etc)
How to negotiate a contractual structure
Basic techniques for negotiation
How to document discussions
Relationship between negotiation and contract drafting
Closing a deal
Dealing with difficult negotiators

Day Two : Drafting Contracts

Using standard forms
Developing your own standards
Modifying forms
Dealing with contract qualifications and amendments
Structuring complex documents

Negotiating Contracts

“Level playing field” issues – how to be fair to more than one bidder
Dealing with errors in a bid
Negotiating complex wording
Formalities to finalise the contract
Authority to sign

Day Three : Drafting Specific Clauses

Performance of the work
Title
Risk
Intellectual property
Variations
- To the contract
- To the scope of work
Extension of time
Force majeure
Time for completion
Liquidated damages and penalties
Acceptance and testing
Termination and suspension
Law of the contract and dispute resolution

Day Four : Management of Contracts

Risk assessment and management
Kick-off meetings
Assignment of responsibilities
Setting and managing expectations
Planning
Reporting – being realistic with requirements
Progress meetings and expediting
Dealing with defaults
Dealing with external factors (e.g. force majeure)
Recognising and managing change
- To the contract terms
- To the scope of work
Payment issues – including international trade
Close out
Lessons learned

Day Five : Dealing with Disputes

Recognising potential problems
Dealing with issues as they arise
Legal rights and commercial outcomes distinguished
Negotiation structures for internal dispute resolution
Types of external dispute resolution
Litigation
Arbitration
Adjudication
Expert Determination
Mediation
Issues with different legal systems
Enforcement of awards
Management of disputes
Avoiding disputes in the first place

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Day 4

Day 5

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