Skills Enhancement in Contract Writing, Reading and Negotiation in the Public Sector

Course Overview:

Understanding contract law has become an essential part of conducting our daily business functions. Whether you are in purchasing, contract management, subcontracts, project management, general management, or sales, you are constantly involved with legal and contract principles, sometimes without even realizing it.

Too often the wording used in Contracts is not properly understood by those who are making decisions relating to particular Contracts, and non-specialists are reluctant to get involved in the process of drafting and amending the documents which are critical to their company’s success. There may also be problems in assessing amendments proposed by the other party and determining whether these are reasonable, or are eroding your company’s position.

Course Objectives:

At the end of this course, the participants will be able to:

Provide an understanding of contract structures, and how and why contracts are drafted in particular ways
Enhance understanding of the legal principles behind contracts
Provide an understanding of some of the main clauses in different types of agreements
Explain the commercial impact of particular provisions
Discuss the differences between similar clauses in different international standards
Show how to write contract clauses clearly to avoid conflict
Develop an understanding of when to accept proposed amendments, and when to reject them, including how to give clear reasons for such rejection
Give practice in amending documents to meet particular requirements, including the use of Special Conditions
Provide strategies and tactics for negotiating on possible contract amendments
Explain how to use contract provisions to reduce the risk of disputes.
Understand where disputes do arise
Show how the contract can be used to minimize these disputes
Learn some of the methods by which disputes are resolved in international contracting (including non-traditional approaches, such as mediation)

Course Coverage:

Topic 1: How and Why Contracts are Drafted?

Why do we use contracts
Formation of a Contract
The key elements of a contract
Oral or written?
Electronic contracts
Terms and Conditions of the contract
Agency issues
The basic structure of a contract
Incorporating documents by reference
Standard Forms - International and Company
Form of Agreement
Precedence of documents – Special Conditions

Topic 2: Main Contract Clauses:

Obligation to deliver/perform
Rework/re-performance
Risk of Damage
Title
Compliance with law/change of law
Indemnities
Insurance
Third parties
Liability in negligence
Relationship with contract conditions
Variations and changes
To the scope of work
To the contract
Product liability and defective goods - rejection of goods
Intellectual property
Taxation
Suspension and termination
Acceptance and Certificates
Payment
Liquidated damages/penalties
Limits of liability
Guarantee/Warranty/Maintenance
Which law to apply in international contracts

Topic 3: Other Documents:

Incorporating tender documents
Letters of Intent or Award
Letters of Comfort or Awareness
Side Letters
Bank bonds and Guarantees
Parent Company Guarantees

Topic 4: Writing Contracts:

Clarity of language
Legal terms
Definitions
Translation
Resolving conflict with a document or between sections

Topic 5: Negotiation and Resolution of Disputes:

Contract negotiation
Dispute Resolution clauses
Unequal bargaining positions
Negotiation, compromise and settlement
Litigation
Arbitration
Alternative methods of resolving disputes
Mediation
Conciliation
Early Neutral Evaluation
Expert Determination
Mini-arbitration
Pendulum arbitration

Targeted participants:

Contract Administrators, Contract Professionals and Project Coordinators
Specifiers, Buyers, Purchasing Professionals and Procurement Officers
Contracts Managers
Project Managers
Engineers or Contracts Operatives
Persons who want to extend their skills and knowledge to the contracting area to improve their profile