Introduction

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 those 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.

The course will deal with Contracts written in the English language, and follow principles widely used in international contracting. This will have a wide application across different businesses, and in different countries, while recognizing that there are special requirements in specific cases.

Course Objectives of Contracts: Reading, Writing and Negotiating

Training will involve a high level of interaction and delegate participation. The intention is that the trainer will explain issues, using real examples, either from standard forms, or actual bespoke contracts, but will then involve the delegates in drafting or amending clauses, using the information provided. There will also be sessions on negotiating contract amendments, where delegates will work as teams to seek to agree with contract clauses in realistic scenarios.

There will also be opportunities to discuss examples of types of dispute resolution in practice, showing the difference between adversarial and collaborative approaches, and the use of external facilitation in dispute resolution, either through mediation or otherwise.

Delegates are encouraged to bring real problem examples with them, for discussion on a confidential basis, and to share their experience of particular issues in their company or industry. Time will be allowed for general discussions, and for one-to-one discussion with the trainer.

Course Benefits of Contracts: Reading, Writing and Negotiating

Attending this seminar will help you to learn how 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.
• Where disputes do arise, show how the contract can be used to minimize these disputes, and some of the methods by which disputes are resolved in international contracting (including non-traditional approaches, such as mediation)

 Core Competencies of Contracts: Reading, Writing and Negotiating

• Understanding contract wording
• Drafting
• Negotiating
• Analyzing complex documents, and the inter-relationship between clauses
• Commercial awareness

Course Outlines of Contracts: Reading, Writing and Negotiating

Day One

How and why contracts are drafted?

• Why we use contracts
• Formation of a Contract
• The key elements of a contract
• Oral or written?
• Electronic contracts
• Terms and Conditions of 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

Day Two

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

Day Three

Main Contract Clauses - continued

• 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

Day Four

Other Documents

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

Writing Contracts

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

Day Five

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
• Final review and questions