Course Outline

Module 1: Understanding the Deal Behind the Contract

• 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 finalize the contract.

Case Study: Analyze a real-world contract to understand its structure and commercial context.

Module 2: Negotiating and Drafting Contracts

• Principles of contract negotiation.

• Negotiating in difficult and complex situations.

• Structuring complex documents: The hierarchy of terms.

• Using and modifying standard forms.

• Precedents in international contracting.

• Dealing with contract qualifications and amendments.

Case Study: Engage in a mock negotiation session to draft key contract clauses.

Module 3: Drafting Specific Clauses

• Operative provisions and performance obligations.

• Title, risk, and payment provisions.

• Contract variations: Transfer of rights, amendment, and 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.

Case Study: Review and revise contract clauses based on real-world scenarios.

Module 4: Effective Contract Management

• Risk assessment and management.

• Assignment of responsibilities and kick-off meetings: Setting and managing expectations.

• Dealing with defaults, delays, and disruptions.

• Managing claims.

• Payment issues, including international trade.

• Lessons learned from contract failures and successes.

Case Study: Develop a contract management plan for a project.

Module 5: Dealing with Disputes

• Recognizing potential problems and addressing issues proactively.

• Distinguishing between legal rights and commercial outcomes.

• Negotiation structures for internal dispute resolution.

• External dispute resolution: Litigation and arbitration.

• Modern alternatives in dispute resolution: Adjudication, expert determination, and mediation.

• Overview of the seminar and final question session.

Case Study: Examine a high-profile contract dispute and discuss resolution strategies.