About

COURSE OBJECTIVE

Understand the key elements of good contract negotiation, management and drafting and discover ways of identifying risk, methods of risk management and techniques to deal with risks that materialise.

As a manager, mastering the skills involved in managing and drafting contracts will certainly enable you to run your department more effectively and with increased profitability. By gaining an insight into the commercial and legal issues involved, you will be better placed to protect your organisation from the costly business of contractual disputes in and out of court.

Negotiating, Drafting and Managing Contracts has been designed to provide you with the skills needed to negotiate, draft and manage contracts from conception to completion. We begin this course by establishing a clear understanding of the form and content which makes a quality contract. For greater learning effect, we will focus on:

• Common pitfalls to watch out for
• Formulating price structures
• Recording the deal
• The importance of using plain English in your contracts

We will also focus on the risk/price trade-off, what it is, where you can eliminate risk, when pricing risk matters, the process and timing of risk management and how to cater for risk in a contract.

You will learn how to manage the contract including tips on what clauses you need to be on the look out for, potential danger areas in contracts, the factors that will invalidate a contract and what happens if a contract is illegal. You will devise structures and frameworks to minimise, prevent and resolve disputes and to increase awareness of what the contract requires of each party. Finally, we will focus on solutions available in the event of a dispute, what you must do to terminate a contract and what action to take if the other party tries to end the contract.

7 REASONS TO ATTEND THE COURSE

1. What makes a binding contract including its purpose, form and content
2. Approaching the tendering process to get the most out of it
3. Techniques for strengthening your negotiation and bargaining
4. Recording the deal and structuring a sound contract
5. Recognising the sources of risk and potential danger when constructing a contract
6. Minimising, preventing and resolving disputes
7. Understand the expectation of shareholders, customers, employers and suppliers

Outline

Introduction to Contracts

Understanding the Role and Value of a Contract
• What is a contract and what is its purpose?
• Aspects and characteristics of contract law
• Who can rely on a contract?
• Why are the expectations of the stakeholders important?
• How does our legal system impact on contracts?

WHAT MAKES A GOOD CONTRACT?

What You Need to Have for a Binding Contract
• Understanding the form and content of a contract
• Formation of the contract – offer and acceptance
• Consideration
• Intention
• Capacity
• Certainty
• Common pitfalls to watch our for
• What happens if a contract is illegal?
• What are the factors that will invalidate a contract?
• Identifying when you do/don’t have a contract

Recording the Deal – Structuring Sound Contracts
• What makes a good contract: details and consistency
• What terms do you include and what should be avoided?
• How do you sign a contract?

Using Plain English in Contracts
• What is plain English?
• Is it worth using in contracts?
• How best to organise your material?
• How to choose your words, carefully
• Avoiding the traps

Special Contracts – What Kinds of Contracts Are There?
• Do contracts always have to be in writing?
• Are deeds different to contracts?
• Using options, rights of first refusal, purchase orders, letters of intent, instruction to proceed and verbal instructions
• Standard forms of contracts and other express forms of contract

Tendering Process: The Essential Guide
• How do you approach the tendering process?
• How do you structure a tender?
• Getting the most out of the tendering process
• How do you balance risk against cost?

CONTRACT PRICING

Formulating Price Structures in a Contract
• Legal requirements
• Methods of payment
• Additional cost clauses
• Variations and their effect on cost
• Penalties and liquidated damages

Dealing with Contract Risk
• Recognising the sources of risk: methods of risk identification
• Forming a risk register
• Analysing the legal risks
• Actions for protecting against risk
• Tips on what to look for

The Risk/Price Trade-Off
• What is it?
• Can you eliminate risk?
• Does pricing risk matter?

MANAGING THE CONTRACT

Tips on What to Look Out For
• What clauses do you need to be on the look out for?
• Potential danger areas in contracts

Minimising, Preventing and Resolving Disputes
• Knowing what the contract requires of each party
• Managing administrative issues in existing contracts
• What are the solutions available if there is a dispute?
• What must you do to terminate a contract?
• What to do if the other party tries to end the contract
• The advantages and disadvantages of partnering

Varying the Contract
• Understand what has changed in the relationship
• Assess what is given up and what is gained
• Ways to document a variation

Negotiation Techniques
• Developing your negotiation skills
• Preparing techniques for entering a negotiation confidently
• Techniques for strengthening your bargaining skills
• Understanding the difference between agreement and commitment: reaching an agreement and gaining a commitment
• Identifying key elements of successful negotiations

Facilitator

Graeme Crombie, Partner, Minter Ellison Rudd Watts

Graeme Crombie is an experienced corporate and commercial lawyer. He is a partner at law firm Minter Ellison Rudd Watts. He regularly advises clients on all aspects of the contractual lifecycle from project definition, strategy and tendering through to drafting, reviewing and negotiating contracts and resolving disputes.

Graeme specialises in technology and telecommunications contracts and has presented a number of seminars on such topics. Graeme is the author of the LexisNexis/Butterworths New Zealand Forms and Precedents chapter on Companies.
 
Graeme was a legal contributor to the contracts section of the 2004 Thomson Brookers text Compliance and Your Business.

In-house Training