Overview
In commercial contracts both parties have certain rights and obligations. There are also both risks and benefits which have to be understood and balanced. To do those charged with dealing with the transaction need a sound understanding of contract law, the language and wording of the contract and the commercial implementations. They also need to know how to minimize the risk of disputes, and how to resolve them if they do arise. In the international contracting arena, there are the additional risks and pitfalls of contracting in other legal systems.

By guiding you through the basic elements of contract law you need, this seminar will help you to minimize the contractual risks and maximize the available benefits. You will learn the importance of risk analysis, the legal consequences of both your words and actions and gain a thorough understanding of the laws and conventions that regulate the formation, effectiveness, implementation and enforcement of commercial contracts. Attention will also be given to alternative dispute resolution methods that can be used to reduce the need for enforcement of the contract through litigation.

PROGRAMME OBJECTIVES
Upon completion delegates will be able to:

• Understand the basic principles and practices of contract law in an international arena
• Understand and manage contractual rights and obligations; balance risks and rewards
• Reduce the risk of misunderstandings and the chances of contract disputes
• Understand the implications of and manage key contract clauses
• Gain improved understanding of contract wording in the English language
• Identify what and where things can go wrong, and understand how to avoid problems, or mitigate their effects through well drafted contracts and good management
• Understand contractual implications of actions during the tender phase of the contracting process
• Negotiate the contract from a position of strength, based on superior knowledge
• Deal with performance failures and shortfalls
• Understand how to avoid disputes, and how to be prepared to deal with them if they do occur

Who Should Attend?
This programme is designed for managers or those with management potential, who need to interface with vendors; contractors or customers where there is a need to negotiate the appropriate contract and implement it to ensure cost effectiveness and efficiency. The programme will suit individuals, from all industries, who are keen to learn the best techniques and avoid costly contractual errors. The programme will be of particular interest to:

• Contract Managers and Administrators
• Commercial Managers and Administrators
• Procurement and Purchasing Managers
• Legal Services Managers
• Sales, Marketing and Business Development Managers
• Project and Programme Managers
• Project team members, technical and engineering professionals involved in contract work

PROGRAMME OUTLINE

Day 1 - Formation, effective, structure and types of contracts

• Why we need contracts
• The reasons for using contracts
• The use of written or verbal contracts
• Basic principles in contract formation and contract effectiveness
• Examples of formalities for contract formation
• Formation by conduct (contractual risk)
• Invitation to Tender and contractual impact of Tender responses
• Authority to sign a contract
• Basic contractual structures
• Form of Agreement
• Different business models use different types of contract
• Incorporating other contract documents
• Proper law of the contract
• Litigation and enforcement issue

Day 2 - Main contract clauses and issues

• Rights and obligations under the contract
• Links between risk and reward for the contractor
• Best endeavors (contractual risk)
• Transfer of title and risk – use of INCOTERMS
• The need for Insurance and Indemnities
• Delays and suspensions
• Time of the essence
• Delivery and acceptance
• Fit for purpose (contractual risk)
• Remedies for failure to perform
• Liquidated damages (contractual risk)
• Consequential losses
• Limits of liability
• Frustration of a contract
• Force majeure
• Rights to terminate
• Warranty and guarantee periods 
• latent defects
• Notices
• Correct service
• Entire Agreement and Waiver

Day 3 - Pre-contractual documents and documents of contract effectiveness

• Letters of Intent and Award, Instructions to Proceed
• Bonds
• Tender bond, advance payment, performance bond, warranty bond, withholding bond
• Tender documents
• Clarification requests and answers
• Parent Company Guarantees
• Letters of Comfort and Awareness
• Use of commercial standard documents
• Use of General and Special Conditions
• Other ancillary documents
• Priority and precedence

Day 4 - Negotiation techniques

• Pre-contract and post contract “qualification phrases”
• “Subject to Contract”,
• “Without Prejudice”
• and other ways to negotiate without commitment
• Phases and Styles
• Roles in negotiations
• Authority to negotiate
• Agendas to set priorities
• Timekeeping
• Minutes and records – contractual impact
• Correspondence – contractual impact
• Knowing how to recognize a “win”
• When to walk away – the BATNA and how to understand the consequences

Day 5 - Modern Alternative Dispute Resolution (ADR)

• Causes of contractual dispute and business impact
• Litigation or Arbitration?
• Other options – mediation, adjudication, expert determination
• Litigation processes
• Enforcement of court judgments and awards
• Jurisdiction
• Arbitration – private dispute resolution
• Jurisdiction, language and location
• Court support of arbitration
• Enforcement of arbitration awards
• Reasons for looking at alternative methods of dispute resolution (ADR)