In today's business landscape, having a comprehensive understanding of contract law has become indispensable for efficient daily operations. Whether you work in purchasing, contract management, subcontracts, project management, general management, or sales, you are regularly engaged with legal and contractual principles, often without realizing it. Unfortunately, the language and terminology used in contracts are frequently misunderstood by decision-makers, and non-specialists may hesitate to participate in the drafting and amendment process, despite the critical impact these documents have on their company's success.

Additionally, challenges may arise when evaluating proposed amendments from the other party and determining their reasonableness or potential negative effects on your company's position. This course focuses on contracts written in English and follows widely accepted principles in international contracting.

Course Objectives:

Provide an understanding of contract structures, and how and why contracts are drafted in particular ways
Enhance understanding of the legal principles behind contracts
Provide an understanding of some of the main clauses in different types of agreements
Explain the commercial impact of particular provisions.
Discuss the differences between similar clauses in different international standards
Show how to develop your own “standard” clauses
Develop an understanding of when to accept proposed amendments, and when to reject them, including how to give clear reasons for such rejection
Give practice in amending documents to meet particular requirements, including the use of Special Conditions
Provide strategies and tactics for negotiating on possible contract amendments
Explain how to use contract provisions to reduce the risk of disputes.
Where disputes do arise, show how the contract can be used to minimize these disputes, and some of the methods by which disputes are resolved in international contracting (including non-traditional approaches, such as mediation)

Who Should Attend?

Planning Engineers & Supervisors
Contract Professionals
Project Engineers and Project Professionals
Claims Personnel and Business Audit Officers
Contract Strategists · Commercial Professionals
Purchasing Officers & Personnel
Buyers
Supply Professionals

Course Outlines:

How and why Contracts are drafted
Why we use contracts
Formation of a Contract
The key elements of a contract
Oral or written?
Terms and Conditions of contract
Agency issues
The basic structure of a contract
Incorporating documents by reference
Standard Forms
Form of Agreement
Principles of contract negotiation

Main Contract Clauses
Obligation to deliver/perform
Rework/re-performance
Risk
Title
Compliance with law/change of law
Indemnities
Insurance § Third parties
Liability in negligence – relationship with contract conditions

Main Contract Clauses – continued
Variations and changes
Product liability and defective goods - rejection
Precedence of documents – Special Conditions
Intellectual property
Taxation
Suspension and termination
Acceptance and Certificates
Payment
Liquidated damages/penalties
Limits of liability
Guarantee/Warranty/Maintenance
Conflict of Laws and Choice of Law Clauses

Other documents and Negotiations
Letters of Intent or Award
Bank and Insurance Bonds
Letters of Comfort or Awareness
Collateral warranties
Alliance /Partnering Agreements
“Side Letters”
Finance arrangements
Negotiating contract qualifications and amendments

Negotiation and Resolution of Disputes
Contract negotiation - continued
Dispute Resolution clauses
Unequal bargaining positions
Negotiation, compromise, and settlement
Litigation
Arbitration

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