Contract Drafting for Procurement, Tendering & Commissioning

OVERVIEW

Drafting of contracts is essential to bridge a negotiation or agreement with a specific purpose or a common goal. Preparation of the contract is defined as a process to produce an agreement. Before a deal or agreement is established, the bargaining that results in conformity of the will is called negotiation.

The importance of effective contract drafting can determine the success of a partnership. However, many businesses do not understand how to draft a contract properly and effectively which causes problems in the future. Contract is the basis of the rights and obligations between parties in business activity. Therefore, the preparation of contract negotiations is closely linked with the elements that must be done in advance because technical negotiations act as a basic phase before formulating into constructing the clauses in the contract/agreement. A contract must be stronger to identify and minimize the risks for the organization and efficiently run the projects with minimum disputes. A contract should also focus on the specific needs of the particular business and the situation cannot be emphasized enough. 

This course is addressed to help you construct an effective contract that maximizes the benefits to the organization and minimizes risk.

OBJECTIVES

By the end of this training course, participants will be able to:

• Construct relevant contracts for various purposes
• Examine the commercial impact of particular terms and conditions
• Examine the impact that would occur commercially to the certain terms and conditions
• Develop a good contract to minimize disputes between the parties
• Handle disputes efficiently and effectively
• Using the methodology used in international contracts

TARGET PARTICIPANTS

• Professionals
• Business people
• Entrepreneurs
• All people who want to use contracts

COURSE CONTENTS

1. THE IMPORTANCE OF CONTRACT

• Supervising the process of contract construction
• The deal involved in the contract
• Special tricks to negotiate effectively
• Learning the offer and acceptance
• Learning the battle of the forms
• Learning about the considerations and intentions

2. A HANDS-ON GUIDE TO DRAFTING COMMERCIAL CONTRACTS

• What is a Commercial Contract -The contract law fundamentals & elements
• The difference between an MOU, a letter of Intent, an agreement
• Converting MoU, Letter of Intent into a formal Contract
• Formation of contracts - Techniques in drafting contracts
• Introductory Provisions including Parties, Recitals, Definitions, etc
• Critical Provisions including Appointment, Conditions Precedent, Consideration, Covenants, Term & Termination, Representations & Warranties & Indemnities
• General Clauses like Governing Law, Arbitration, Force Majeure, Arbitration, etc.

3. TENDER PROCESS & DIFFERENT CONTRACT TYPES

• Auctions and bids
• Process dealing with tender
• Inviting tender
• Proposal’s request
• Quotation’s request
• Prequalification
• Compliance
• Letters of award
• Heads of Terms and Letters of Comfort
• Deciding the type of contract to be used
  • Advantages and disadvantages
  • Fixed fee to solve the problem
  • Modern methodology
• Clauses to adjust the economic price
• Bonds and Guarantees
• Compliance with law/change of law

4. MAIN CONTRACT CLAUSES

• Obligation to deliver/perform
  • Controlling subcontractors
  • Monitoring and Milestones
• Payment’s secure
• Ensuring prompt payment
• Nonpayment remedies
• Learning the usage of ‘Letters of Credit’
• Parent Company Guarantees
• Time and place of delivery
• Transfer of title and risk – ICC Incoterms
• The retention of title clauses
• The importance of time
• Delivery, Ownership, and Risk in Procurement
• Insurance
• Indemnities – when we need them
• Liquidated Damages/Penalties and the dangers

5. OTHER KEY CONSIDERATIONS DURING THE COMMISSIONING PROCESS

• Variations and changes
• Liability beyond contract
• The value of Intellectual property
• When do contracts end?
• Limiting liability
• Warranty
• Which law to apply to the contract?
• Final contract review and close-out process

6. DEALING WITH DISPUTES

• Compromise and settlement
• Dispute Resolution clauses
• Litigation
• Arbitration