Contracts (Reading, Writing & Negotiating)

Objectives

• 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)

Outline

 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

 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
 

 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

 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
 

 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

Who Should Attend ?

Contract Administrators, Contract Managers and Contract Professionals
Supply officers, Buyers, Purchasing Professionals and Procurement Officers
Project Coordinator’s, Project Managers and other Project Professionals
Claims Personnel, including legal advisers
Contract Strategists and Business Audit Officers