Workshop on Contract: Negotiating, Drafting and Understanding Contracts

Program overview:

In all business transactions the need to Negotiate, Draft, Read and Understand Contracts are important skills for managers. As we operate in a tough commercial environment, managers must be able to read, understand and interpret contract terms and provisions to get the best terms available and the best deals for their organizations and clients. Conflicts, claims, and disputes are consequences of poorly drafted contracts and do not provide protection and may lead to contractual disputes and litigation.

The frequency and severity of conflicts, claims, and disputes have significantly risen because of contracts that were poorly structured.

This 5- day’s practical and intensive program will help boost participants’ knowledge in creating quality contracts by understanding how contracts are drafted, read and interpreted such that the meaning of contract provisions and clauses are well understood.

For whom:                          

This program is designed for decision-makers involved in drafting, reviewing and understanding contract terms, Contracts managers, Project & Procurement Professionals, In-house Legal Advisers, Engineers and other technical professionals who are required to prepare technical specifications or contract proposals.

Learning objectives:

At the end of the program, participants will be able to:

• acquire the essential knowledge and skills needed to draft, read and understand contracts;
• evaluate framed agreements, standard terms and clauses in contracts;
• list and explain questions every contract should answer;
• list steps that would make review of contracts easy and practicable;
• negotiate to protect their organizations interest and get the best deal they want;
• learn first to negotiate the deal before structuring the contract documentation;
• learn to use negotiations as a tool to enhance the efficient management of contract;
• use real cases to assess the drafting and modification of specific contract clauses;
• evaluate ways to avoid disputes, and when such do arise, how they can be managed successfully;
• explain the key factors taken in to consideration while drafting a contract;
• acquire skills to negotiate contracts; and
• draft clear and concise contract (reduce ambiguity in contracts).

Course Outline:

Day 1: Risk Management in Contract 

• Scope of Work (SOW)
• Variations
• Consequential Damages
• Breach/Material Breach
• Liquidated Damages
• Indemnities
• Guarantees
• Termination
• Force Majeure / Hardship
• Subrogation
• Third Party Liability

Drafting Service Level Agreement 

• An introduction to service level agreements

• Measuring the performance of service provision and effective performance-based measures

Drafting Clear and Concise Contracts

• Drafting the front of the contract
  • introductory and lead in clause
  • Drafting Definitions
  • Contract Language

     Drafting MOU, LOI NDA

• International Best practices in drafting: –
  • Memorandum of Understanding
  • Letter of Intent
  • Non-Disclosure Agreement

Day 2: Contract Drafting: Methods & Techniques

• Planning the contract
  • Identifying the elements of the contract
  • Identifying and planning to draft to reflect the deal
  • Focusing on the right things and on the key terms
• The drafting process
  • Formulating a process
  • Drafting and reviewing
• Constructing a clause
  • Identifying and using techniques for structuring a clause
• Obligations or permissive provisions
  • Drafting clearly for obligations
  • Shall, must, may
• Contract Drafting Methods
• Techniques
  • Identifying techniques for clear drafting
  • Using simple words and avoiding technical language
  • Omitting unnecessary words
  • Using and misusing plurals
  • Applying the subject-verb-object approach
  • Understanding when to use the active or passive voice
  • Using punctuation
• Applying other proven techniques
• Commonly litigated words and phrases

Day 3: Negotiation Skills in Contract Drafting

• Dos & Don’ts of Negotiation
• Elements of Negotiation
• BATNA & ZOPA
• Why & When Negotiations Fail
• Re-Negotiation of a Concluded Contract: Is this possible?
• Factors of Successful Negotiation
• Negotiation Practices

DAY 4: Reading and Interpreting Contracts

• Contract interpretation
  • Understanding the principles of

contract interpretation

• Identifying the effect of recent judgments

on drafting commercial agreements

• The biggest mistakes people make when reviewing

contracts and how to avoid them

• Questions to ask and have answers to

when reviewing contracts

• Steps to quickly and easily review contracts
• What makes contracts legally binding
• The extent to which verbal contracts can be enforced

DAY 5: Understanding and Managing Contracts

• Key terminologies in contracts
• Key provisions contained in B2B contracts
• Key price and payment concepts
• Exclusion clauses issues
• Significance of warranties and indemnities
• Contract termination methods
• B2B contract review and revision

Checklists

• Force Majeure
• Handling Disputes
• Case Study and class exercises
• Personal Action Plan

Training Methodology

Lectures, discussions, exercises, and case studies will be used to reinforce these teaching/learning methods.