Contract Excellence for Non-Legal Professionals

In every organization, the commercial and business structure is based on contracts. These may vary from simple purchase orders, or even handshakes, through to highly-complex financing agreements. The development, negotiation, and management of these contracts are often in the hands of skilled professionals, but the general managers handling the delivery of the product, service, or project may not be fully familiar with the complexities of the documents concerned. This course is intended to allow professional managers with a background other than law or contracts to better understand the processes and issues involved, and therefore improve their overall management skills.

  • Improve understanding of the structure and purpose of contracts
  • Show how different structures can be used in different situations
  • Improve the ability of managers to communicate with and instruct legal and contracts personnel
  • Explain some of the pitfalls that exist within commonly-used contract clauses
  • Explore the reasons why we use contracts, and how they can be developed.
  • Examine different contracting structures, and how they allocate and manage risk.
  • Review some of the major provisions in contracts, and discuss why they are drafted as they are, and what pitfalls there maybe if they are not managed properly
  • Project or Construction professionals
  • Tenders, Contracts, Buyers, Purchasing, Financial personnel
  • Those from a Project Management or General Management background
  • Those new to the function or preparing for a major project or contract
 

  • Why we use contracts
  • How contracts are formed
  • Legal requirements for a valid contract
  • Oral contracts
  • Electronic contracts
  • Incorporating other documents by reference
  • Terms and conditions of the contract
  • Authority to contract
  • The role of agents
  • Proving authority
  • Methods of signing – seals, chops etc.
  • Internal contracts within a Group – some dangers from ignoring the need for formal arrangements

  • Different types of risk
  • How to assess and manage risk
  • Commercial risk within the contract
  • Risk of damage
  • Use of ICC Incoterms to determine when risk passes
  • Other risks
  • Selecting appropriate contract types
  • Traditional
  • Lump-sum
  • Bill of Quantities/Schedule of Rates
  • Reimbursable
  • Hybrid
  • Fixed Fees
  • Economic Price Adjustment clauses
  • Escalation
  • EPC/Turnkey
  • Convertible LSTK
  • Build Operate Transfer
  • Alliance/Partnering
  • No Cure No Pay
  • Bonds/Bank Guarantees
  • Parent Company Guarantees
  • Letters – Intent; Instruction/Award; Comfort; Awareness
  • Side Letters
  • Which Law?
  • Which Courts?
  • Non-Traditional
  • Collateral documents
  • Law

  • Variations, and Payment and Close-Out Issues:
  • Changes to the Contract Terms (“Amendments”)
  • Changes to the Scope of Work (“Variations”)
  • Keeping control of change – and examples of what happens when you get it wrong
  • Impact of Variations
  • Cost
  • Delay
  • Responsibility
  • Extension of Time
  • Payment
  • Amount
  • Timing
  • Method of payment
  • Risk in international trade
  • Letters of Credit
  • Warranty claims
  • Set Off and contra charges
  • Suspension and Termination
  • Contractual issues on closeout

  • Negotiation, compromise, and settlement
  • Traditional approaches to third party resolution
  • Litigation
  • Arbitration
  • Alternative Dispute Resolution
  • Mediation
  • Conciliation
  • Mini-Arbitration
  • Expert Determination
  • Early Neutral Evaluation
  • Pendulum Arbitration
  • Dispute Review Boards
  • Good record keeping and notices
 

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