Introduction

Understanding contract law has become an essential part of day-to-day business operations. Professionals in purchasing, contract management, subcontracts, project management, general management, and sales are constantly interacting with contracts, often without realizing the legal implications.

This program focuses on contracts written in English and follows internationally recognized principles. It equips participants with the knowledge and practical skills needed to read, draft, negotiate, and manage contracts effectively, reducing risks and improving commercial outcomes. Delegates will gain hands-on experience in drafting clauses, evaluating proposed amendments, and understanding dispute resolution mechanisms.

Course Objectives

Participants will learn to:

• Understand contract structures and the rationale behind their drafting
• Enhance awareness of legal principles underpinning contracts
• Identify and analyze key clauses across different types of agreements
• Draft clear contract clauses to avoid conflicts
• Evaluate proposed amendments, accept or reject changes with sound reasoning
• Develop negotiation strategies and tactics for contractual amendments
• Apply contract provisions to minimize risk of disputes
• Understand methods for resolving disputes, including mediation and other non-traditional approaches

Target Audience

This course is designed for:

• Contract managers and procurement professionals
• Project managers and sub-contract coordinators
• Legal advisors supporting commercial operations
• Senior buyers and supply chain managers
• Anyone responsible for drafting, reviewing, or negotiating contracts in an international environment

Course Outlines

Day 1 – How and Why Contracts Are Drafted

• Why contracts are used in business
• Formation of a contract
• Key elements of a contract
• Oral vs. written contracts
• Electronic contracts
• Terms and conditions of contracts
• Agency issues
• Basic structure of a contract
• Incorporating documents by reference
• Standard forms: international and company-specific
• Form of agreement and precedence of documents (special conditions)

Day 2 – Main Contract Clauses

• Obligation to deliver/perform
• Rework/re-performance
• Risk of damage and title transfer
• Compliance with law/change of law
• Indemnities and insurance
• Third-party considerations
• Liability in negligence and its relationship with contract conditions

Day 3 – Main Contract Clauses (Continued)

• Variations and changes (scope and contract)
• Product liability and defective goods
• Intellectual property and taxation
• Suspension and termination clauses
• Acceptance and certificates
• Payment clauses
• Liquidated damages and penalties
• Limits of liability
• Guarantee, warranty, and maintenance clauses
• Governing law in international contracts

Day 4 – Other Documents and Writing Contracts

• Incorporating tender documents
• Letters of intent, award, comfort, or awareness
• Side letters
• Bank bonds and guarantees
• Parent company guarantees
• Clarity of language and legal terminology
• Definitions, translations, and resolving conflicts in documents

Day 5 – Negotiation and Dispute Resolution

• Contract negotiation techniques
• Dispute resolution clauses
• Addressing unequal bargaining positions
• Negotiation, compromise, and settlement methods
• Litigation and arbitration
• Alternative dispute resolution methods: mediation, conciliation, early neutral evaluation, expert determination, mini-arbitration, pendulum arbitration
• Final review, Q&A, and practical exercises