Contractual Awareness 

Introduction: 

The two-day workshop is specifically designed for professional who are interested in enhancing their knowledge on commercial contracts. The workshop will allow participants to explore and understand complex and sometimes confusing commercial terms in to simpler non-legalese language.

The objective of the workshop is to ensure that participants are exposed to understand the challenges involved right from contract formation stage to execution. Participants will learn how to identify, analyze and mitigate risk, learn types of Insurance used by corporates to Mitigate Risk. Finally, the workshop will highlight the importance of dispute resolution process in a contract.

Course Objectives:      

By end of this course, delegates will be able to:

• Examine terms and conditions in commercial contracts
• Gain exposure to exclusion clauses
• Learn contracting fundamentals
• Understand legal jargon used in commercial contract terms
• Learn how contracts are interpreted in common/civil law countries
• Understand contracting methods and types
• Gain in-depth understanding on the challenges and risk involved when issuing/signing Letter of Intent (LOI), Non- Disclosure Agreement (NDA) and Memorandum of Understanding (MOU)
• Learn how to deal with contract risk – and transfer risk to contractor/ vendor/ suppliers
• Understand types and consequences of Termination- how to avoid claims in the event of Termination of Contract.
• Discover how to mitigate risk and identify the areas of potential claims
• Understand Dispute Resolution Process
• International Best Practices

Course Content:

Day One:

Understand Contract Fundamentals

• Definition of Contract (when does an Agreement LOI/MOU become a Contract)
• Offer or Proposal
• Rejection of an offer / Counter offer.
• Acceptance
• Consideration
• Purchase Order/Work Order
• RFP/RFQ/RFI/ITB
• Performance of Contract
• Discharge of Contract
• Remedies for breach of contract
• The battle of forms
• Privity of Contract

Getting to grips with terms when reading commercial contracts

• Guarantee
• Warranty
• Misrepresentation
• Implied provisions in contract
• Condition Precedent/ Condition Subsequent
• Assignment
• Delegation
• Indemnity
• Force Majeure

Day Two:

When things go wrong – Limit contractual risk for your organisation

• Exclusion Clause – Limitation of Liability
• Consequential Loss
• Third Party Liability
• Cap Indemnity Liability
• Types of Insurance
• Subrogation

Contracting Methods

• Contracting Methods
• Simplified Methods
• Formal Competitive Methods
• Sealed Bidding
• Key steps in Source Selection
• Reverse Auction

Contracting Pricing Arrangements

• Uncertainty and Risk in contracting
• Fixed Price Contracts
• Contract reimbursable Contracts
• Time and Materials contracts
• Unit Price

Mitigating Contractual Risks

• Liquidated Damages
• Time is the essence
• Performance Guarantee
• Retention Clause
• Tender /Bid Bond
• Advance Payment Bond
• Parent Company Guarantee

Day Three:

Protecting the interest of your company, and managing risks when dealing with:

• Memorandum of understanding (MOU)
• Letter of Intent (LOI)
• Confidentiality Agreement and Non-Disclosure Agreement (NDA)

Rules of Interpretation in Contracts:

• How contracts are interpreted and the sources of uncertainty in contracts
• Dealing with ambiguity in contracts: Exploring the hidden risks and dangers
• Exploring the importance of priority documents

Termination – Understanding how and when contracts end

• Duration
• Termination for cause
• Termination for Convention
• Question you should ask before terminating a contract

Understanding Dispute Resolution

• Arbitration- Arbitration – institutional or ad hoc
• Mediation
• Conciliation
• Lawsuits (Litigation)