Effective Contract Management
A comprehensive understanding of the terms and conditions of a contract, where flexibility can be applied and where risk is probable, is vital to the effective management and administration of the agreement.
This interactive two-day programme examines the contract after it has been signed, when it cannot be revised and has to be implemented as written. It focuses on giving you the necessary knowledge, tools and processes to be able to read and review contracts. The course will give you the understanding and skills to communicate to others, internally and externally, the ‘as sold’ contract meaning to ensure that all promises are completed and that all parties remain within the protection of the legal agreement and go in with their eyes open about the possible risks, liabilities and consequences if promises are broken.
You will learn how to apply a logical, systematic and comprehensive approach to reading, managing and implementing a contract so that you are confident and fully appreciate what is required of you, your team and the other contracting party(ies) to satisfy the legal obligations laid out in the contract.This seminar has been designed for non-lawyers.
Who Should Attend?
- Project managers
- Compliance managers
- Business development managers
- Contract administrator
- Commercial officer
- Sales manager
- Contracts managers
- Commercial managers
Programme Day OneModule 1: Before work commences – reviewing the contract
Ensuring your contract is legally binding to deliver the protection intended in a court of law
- What is required for a contract to be legally binding?
- LILAC–Legality, Intent, Legal capacity, Agreement, Consideration
- Offer and acceptance – battle of the forms process
- Invitation to treat
- ‘Rough order of magnitude price’
- ‘Subject to mutually agreed terms and conditions’
- Letter of Intent, Authority to Proceed, Heads of Agreement
- Legal status of a verbal vs a written contract
- Acceptance in writing, verbally or by conduct
- Power of attorney
PRACTICAL EXERCISE: LILAC and Co-op
Checking the procedural clauses
- Complete agreement/entire agreement clause
- Order of precedence of legal documents
- Change control/amendment clause
- Authorised representative
- Dispute resolution: law and jurisdiction of the contract – courts vs arbitration
Reviewing the express terms and identifying if, and how, they amend or deviate from implied terms
PRACTICAL EXERCISE: Silence
Establishing clarity of promises of contracting parties
- The ‘promise’ clauses – the ‘what’
- Description of scope of work/specification, including:
- Promises made by the customer
- Dependencies on the customer
- Use of subcontractors
- Acceptance criteria/measurement mechanism
- Intellectual property ownership and confidentiality/publicity clauses
- Timing of delivery
- ‘Reasonable’ rule in English contract law
- Not renegotiation but clarification
PRACTICAL EXERCISE: Storyboarding – issues log (legal promises /obligations of supplier) and dependency log (legal obligations /promises of customer)
Determining the extent of commercial risk and liabilities
- Risk management: Stage 1 – identification
- Identifying what is required and what can potentially go wrong
- The pessimistic approach
PRACTICAL EXERCISE: Storyboarding – creating a risk register, identifying all the potential risks and which of the contracting parties is responsible/liable for which risks
Programme Day Two
Understanding the consequences
- Is there a risk of termination of the contract if a party breaks their promise/ breaches the contract or simply changes their mind?
- The expression ‘terms and conditions’
- Termination for convenience
- Who are the contracting parties liable to?
- Making a claim against the signatures of a contract
- Parity of contract
- Rights of Third Parties Act
- Consequences of failure to satisfy contractual obligations/breach the contract
- Passing commercial risk/liability with disclaimers, exclusion and indemnity clauses
- Limiting commercial risk/liability with limit of liability clauses
- Unfair Contract Terms Act
- Liability also in tort/civil law. ‘Cake and eat it’ clauses
- Duration of your liability? Limitation Act
CONTRACT REVIEW EXERCISE: Delegates will be given a ‘tool kit’ to assist them in identifying commercial risk within a signed contract and then will re-evaluate their original risk register to determine whether, as a result of the contract, any of the risks move ownership
Managing the commercial risk
- Risk management: Stage 2 – evaluation
PRACTICAL EXERCISE: Traffic light analysis exercise, probability and impact (cost and schedule)Module 2: Proactive management of commercial risks after commencement
Making contingency plans
- Risk management: Stage 3 – mitigation/contingency planning
- Solutions not problems attitude
- Optimum outcome if ‘best’ outcome is not possible
- Moving the project forward – practical remedies when one of the contracting parties fails/breaches their contractual obligations
- Supplier remedy and solutions
PRACTICAL EXERCISE: Risk management planning/settlement zone
Ensuring you keep to budget and satisfy contractual obligations
- Internal communication of the ‘as sold’ contract to ALL of the project team – Apply‘nomore,noless’rule
- Ensuring capacity and capability to deliver
- Proactively managing all subcontractors
- Proactively managing the ‘dependencies’ on the customer
- Ensuring any changes/amendments/variations are incorporated
- The dangers of review meetings/informal changes
Provider: Management Forum
Management Forum - Professional training courses for the Life Sciences and Intellectual Property Sectors
Management Forum is an internationally renowned training provider organising professional conferences, seminars and in-house courses for professionals and companies in the Life Sciences and Intellectual Property sectors. With their growing programme portfolio, training specialists at Management Forum aim to provide...
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