Key Clauses, Rights and Obligations, Breaches and more
Key Learning Outcomes
Attend this workshop to gain practical understanding of how contracts are entered into, what the pressure points and risk areas are, and how to negotiate better contracts for your organisation. Delegates who attend this workshop will gain an understanding of:
- Contract KPIs, and the link to negotiation
- Understanding the objectives of the other party
- Tools and techniques for negotiating key legal clauses
- Closing negotiations and drafting the agreement
- Disputes and claims, and how negotiation can win the day
- Force Majeure scenarios and how negotiation can help
- Developing win-win scenarios through effective negotiation
- Cultivating communication and bargaining skills
Who Should Attend
Executives from any industry vertical who have to negotiate, manage, transact with, or resolve disputes with third parties. Prior legal experience with contracts is not required.
- Directors, managers, executives
- Project managers, supplier and procurement managers
- Contractors and equipment/material suppliers
- Contract Administrators and Quantity
- Engineers and Architects
- Multilateral development banks and funding agencies supporting infrastructure projects
- Legal advisers
- Government Ministries and Agencies
- Sales, Marketing and Business Development
- R&D, Technical and Operations
SESSION 1: CREATING A VALID CONTRACT
In this session we focus on the requirements for a valid contract
- Offer and acceptance.
- Tenders, advertisements and the ‘invitation to treat’.
- Following appropriate procurement methods.
- Intention to create legal relationships including the ‘Letter of Intent’ and the ‘gentleman’s agreement’
- The price (consideration).
- Capacity to contract.
- Legality and public policy, including contracts in restraint of trade.
- Oral vs written contracts.
- Contracts entered by email, through websites, whatsapp and other electronic means.
- Is there a requirement of fairness? Consumer protection.
SESSION 2: BEFORE THE CONTRACT IS ENTERED INTO
In this session, we consider matters that could affect the contract before it is entered into.
- Undue influence and unconscionable conduct.
- Taking advantage of a strong bargaining position.
- Contract negotiations including: Your negotiation style.
- Understanding your bargaining strengths and weaknesses.
- Dealing with ultimatums.
- Concessions and compromise.
SESSION 3: THE GOALS OF A SUCCESSFUL NEGOTIATION PROCESS
- Choosing the appropriate person/ people to negotiate on your behalf.
- How many people should be in your negotiating team?
- Good cop/bad cop?
- Identifying your priorities.
- Knowing your ‘deal breakers’
- Breaking the process into chunks.
- What is your negotiating style?
- Understanding the other party.
- Managing the other party’s perception of you.
- Separating facts and feelings.
- Fairness, reasonableness and ethical dealings.
- When to walk away from negotiations.
- Concessions: when to make concessions, knowing what you are willing to concede, getting the best return from your concessions.
SESSION 4: NEGOTIATING KEY CLAUSES
- Allocation of risk and liability
- Consequential loss, cumulative remedies and damages
- Indemnities and exclusions
- Representation and warranties
- Payment terms
- Performance provisions
- Sharing best practice in tailoring your limitations of liability clause to meet your needs
- Default and termination clauses
- Dispute clauses, mediation and arbitration
- Force majeure
SESSION 5: NEGOTIATING RIGHTS AND OBLIGATIONS
In this session, we focus on the rights and obligations created by contracts
- Implied terms and express terms
- Transferring rights and obligations
- Limiting your liability: exclusion clauses and limitation of liability clauses
- Privity of contract and contracts for the benefit of a third party
- Consumer protection
GROUP EXERCISE: Dealing with difficult negotiations, and breakthrough strategies
SESSION 6: CLOSING NEGOTIATIONS AND DRAFTING THE CONTRACT
- Finalising the negotiations
- Common drafting mistakes to avoid
- Reviewing the document
GROUP EXERCISE: Boilerplate clauses, which to use and when
SESSION 7: BREACH OF CONTRACT AND NEGOTIATING FURTHER COURSE OF ACTION
- What is a breach of contract?
- How contracts can be ended: performance, agreement, frustration and breach.
- Remedies for breach – successful negotiation for
- Liquidated damages
- What can and cannot be claimed as damages
- Specific performance
On-site & in-house training
Deliver this course how you want, where you want, when you want – and save up to 40%! 8+ employees seeking training on the same topic?
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