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