

IT Contracts Drafting & Management
Overview:
Introduction:
This program shows you how to draft effective contracts – avoiding unnecessary disputes, unenforceable conditions, inflated bids, productivity loss, and claim administration & settlement costs. It also shows you how to draft contracts to enable long term relationship building and minimal termination pain to the parties.
Course Objectives:
At the end of this course the participants will be able to:
- Understanding of necessary contractual and legal knowledge
- Understanding of and application of different types of agreements
- Increased commercial awareness needed to enhance the smooth running of contracts
- Increased ability to manage contracts with a view to reducing claims and conflict
- Ability to identify and mitigate risk factors and associated commercial and program implications
- Understanding of the importance of good record-keeping and service of contractual notices
- Increased understanding of commercial liabilities resulting from schedule changes and variations
- Improved ability, successfully to negotiate and maintain long term inter-business contracts with confidence
- Understanding of the need to deal with issues as they arise and to resolve disputes within the contract structure wherever possible
- Ability to analyze, negotiate and implement the most appropriate method of resolving disputes preventing escalation by early identification
Targeted Audience:
This program is intended for all those professionals who draft contracts or provide inputs in drafted conditions.
Course Outlines:
Unit 1: The Legal Framework of Contracts and How They Are Created:
- The Need for Contractual Relationships
- External and Internal Dimensions of a Business Relationship
- Formation of a Contract
- The Key Elements of a Contract
- Oral or Written?
- Electronic Contracts
- Terms of the Contract
- Inter-Business Contracting
- Law of Agency
- Sources of Law
- Developing Legal Knowledge and Skills
Unit 2: Some Issues Arising in Contracts:
- Precedence of Documents in a Contract
- Obligations to Perform
- Delivery, Acceptance and Transfer of Title and Risk
- ICC Incoterms
- Liability in Negligence – relationship with contract conditions
- Product Liability and Defective Goods
- Intellectual Property clauses – some special issues
- Letters – Intent; Instruction / Award; Comfort; Awareness
- Conflict of Laws and Choice of Law and Jurisdiction Clauses
Unit 3: Different Contracting Strategies in International Contracts:
- Some types of Standard Form / Model Form Conditions
- Drafting Standard Terms
- Potential Problems with Standard Form Contracts
- Limiting or Excluding Liability
- Unequal Bargaining Positions
- Traditional Contracts
- Fixed Price / Lump Sum
- Bill of Quantities / Schedule of Rates – re-measured contracts
- Full Reimbursable – “cost-plus” – why this is sometimes the right answer
- Dealing with Volatile Markets – economic price adjustment clauses and the use of indices
- Adding incentives to lumps sums
- Non-Traditional Contracts
- Build Own Operate and Similar Structures
- Alliances and Partnering
- No Cure / No Pay – a technique from marine salvage that has wider uses
Unit 4: Contract Management and The Management of Change and Payment:
- The Need for Good Contract Management
- Variation of Contract Terms
- Variation of Scope of Work
- Management of Variations and retaining Control of the Contract
- Payment and Money Events
- Delay, Suspension and Extension of Time
- Finance and Payment in International Trade
- Bonds and Guarantees
- Defects Liability – warranty periods
- Managing rolling warranties
- Termination of the Contract and Remedies
- Mitigation of Losses and Claims
Unit 5: Resolution of Disputes:
- Negotiation, Compromise and Settlement
- Litigation
- Arbitration
- Alternative Dispute Resolution – including mediation
- Managing Disputes