Negotiating, Drafting and Understanding Contracts

Courses Syllabus

Introduction

This course 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.  This course will help participants to have an awareness of practices in other areas and other industries, which can add significant value to their own situations. Moreover, the course will also give an opportunity to consider matters from the perspective of the other party to a contract.

This course will feature:

• Gaining a broad understanding of contracts and your ability to use them to protect your organisation
• Examining the latest techniques required in order for you to consider and negotiate contracts with confidence
• Considering principles widely used in international contracting, isk allocation and dispute management in contractual disputes
• Practical tips for business professionals to deal with the consequences of non-performance
• Analysing the mechanics of contracting in the English language

Objectives

• Understand the need to negotiate the “deal” before structuring the contract documentation.
• Utilise the tools & techniques to assist in such negotiations & enhance the efficient management of contract.
• Assess  the drafting and modification of specific contract clauses, using real examples.
• Introduce some of the differences in approach in different jurisdictions.
• Examine ways to avoid disputes, or to manage them successfully.

Content

Day One

What is the “deal” Behind the Contract, and how do you get there?

• What constitutes a contract: form, ingredients and basic structure
• The context of commercial arrangements
• Innovative commercial solutions (e.g. Partnering, “BOOT” contracts etc)
• Relationship between negotiation and contract drafting
• Closing a deal – Authority to sign and agency principles
• Formalities to finalise the contract

Day Two

Negotiating and Drafting Contracts

• Negotiating Principles in Contracting
• Negotiating in difficult and complex situations
• Structuring complex documents – the hierarchy of terms
• Using and modifying standard forms
• Precedent in international contracting
• Dealing with contract qualifications and amendments

Day Three

Drafting Specific Clauses

• Operative provisions and performance obligations
• Title, Risk and Payment provision
• Contract variations: transfer of rights, amendment and the scope of work
• Termination, suspension and remedies for default
• Limitation and exclusion of liability, force majeure and waiver
• Law of the contract and dispute resolution

Day Four

Effective Contracts Management

• Risk assessment and management
• Assignment of responsibilities and kick-off meetings: setting and managing expectations
• Dealing with defaults, delay and disruption
• Managing claims
• Payment issues – including international trade
• Lessons learned

Day Five

Dealing with Disputes

• Recognising potential problems and dealing with issues as they arise
• Legal rights and commercial outcomes distinguished
• Negotiation structures for internal dispute resolution
• External dispute resolution – Litigation and Arbitration
• Modern alternatives in dispute resolution – Adjudication, Expert Determination, and Mediation
• Overview of seminar, and final question session