The "Understanding and Managing Contracts to Achieve Better Results Training Course" training has been added to ResearchAndMarkets.com's offering.

This highly interactive programme will enable delegates to understand the different elements which make up a legally binding contract: implied terms, set in statute; and express terms, those terms negotiated between the contracting parties which amend or deviate from statute.

The course will enable delegates to learn how to break down the express terms into three categories: promise; procedural; and liability clauses, removing the complexity of reviewing a contract, as well as giving delegates a best practise methodology.

The course will guide you through making an action plan to bring together all stakeholders, internal and external, to enable the smooth running of a project with the contract at the centre acting as a pro-active risk management document, as well as a legal document.

You will learn how to identify possible areas of risk, understand how to mitigate against them, and get to grips with potential 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 in your role and contribution, 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.

Drawing on real-life experiences and using many workshop-style exercises, case studies and examples, the expert trainer will focus on giving you the necessary knowledge, tools and processes to be able to read and review contracts and make them work for you not against you.

Benefits of attending

A contracts manager has an important and, sometimes, onerous responsibility of administering an organisation's contracts in the most efficient and effective way. This practical course provides an in-depth understanding of how everybody involved in the creation and management of that contract has an active role to play in ensuring the contract adds value in providing legal protection but also clarity of understanding of obligations and liabilities, and proactive risk management.

It is important to understand the interdependency of the contracting parties - if a supplier fails, the buyer fails. The aim of this course is to ensure all stakeholders appreciate this interdependency and how to communicate and work together for the optimum outcome for all.

Whether your contracts are local, national or global by attending this programme you will:

• Understand the structure of a legal contract
• Boost your knowledge to understand and manage the legal obligations and requirements set out in a contract
• Be confident that you are operating under a legally binding contract
• Appreciate fully what has been agreed between the contracting parties and what the legal obligations and responsibilities of each are
• Recognise the allocation of liability and risk between the contracting parties
• Realise what the consequences will be if either party does not comply with the contract
• Grasp the importance of being proactive in establishing a project plan, monitoring work and driving progress
• Get to grips with the importance of the interdependency of a contracting relationship
• Value the benefits of undertaking a recap at the end of a contract's life to capture lessons learned and gain from the learning curve of 'what went well'
• Master new skills through the use of practical exercises and case studies with feedback from the expert trainer

Day 1

Introduction

The purpose and structure of an express term contract

• Legal protection, to enable recourse through courts/arbitration
• Capture and give clarity to agreement/contractual obligations, avoiding misunderstandings, misinterpretation, and disputes due to ambiguity
• Set out governance/management of the relationship between contracting parties, including Supply Chain Management (SCM) and Supply Relationship Management (SRM)
• Set out consequences/assign liability if contractual obligations/promises broken/if there is a breach of contract or a party is frustrated in delivering their contractual obligations
• Avoiding going to court by proactive risk management of any potential risks/challenges, thereby maintaining good relations and moving forward
• Realising all potential opportunities for improvements and efficiencies

Protection: Ensuring the contract is legally binding

• Exercise - Co-op v ILC (International Computers Limited now part of Fujitsu)
• Creating a legally binding contract - LILAC
• Legality (including Bribery Act, Competition Act, Unfair Contract Terms Act, Misrepresentation/Duress)
• Intent
• Legal Capacity v Power of attorney
• Agreement (Offer and Acceptance, battle of the forms. Invitation to treat v offer, Letter of Intent)
• Consideration, legal value (FOC offerings/project reviews and amendments to scope)

Structure of an express term contract

• Understanding the relationship between Civil (Contract and TORT) and Criminal law
• Understanding difference between Contract law ('promises' law) & TORT ('duty of care' law)
• Express terms (negotiated terms agreed verbally, in writing or by conduct)
• Understanding the starting position in statute (Implied terms) and how, and why, Express terms are used to amend or deviate from the Implied terms.
• Focus of the 'why' being
• The 3 simple areas of an express term contract
• How to effectively use model form contracts (including framework agreements, standard terms and conditions, industry standards e.g. NEC etc) to save time but still maintain ability to manage specific risks associated with an individual procurement requirement. Use of contract specific express terms and order of precedence
• Exercise - Multiple choice review of implied terms in statute, focus on Sale of Goods Act, to understand how express terms deviate from statute and why, which of contracting party benefits from such deviation from statute

Express Term Promise clauses

• Deviating from Sale of Goods Act/Supply of Goods and Services Act
• Capturing ALL promises within the legal contract - those of Supplier AND Buyer, dependencies on Buyer which might hinder/frustrate progress of the Supplier and be viewed as potential risk for Supplier impacting price offered
• Best endeavours v reasonable endeavours
• Implications of the 'Reasonable' rule in English contract law
• Importance of using the 'Definitions' section in the contract
• Five Rights of Procurement - quality, time, quantity, place, price
• Exercise - reviewing a real life scope of supply to identify ownership of contractual obligations and clarity

Express Term Procedural clauses

• Applicable law
• Privity of contract v Rights of 3rd Party Act
• Right to assign
• Right to subcontracting
• Complete/Entire Agreement, non-reliance clause
• Order of precedence of the contractual documents
• Authorised representative (power of attorney). Contract amendments, waivers
• Right of visibility/transparency of progress. Reporting, reviews, auditing, witnessing
• Dispute resolution - litigation, arbitration, mediation
• Termination for convenience

Day 2

Express Term Consequence/liability clauses

• "Majority of contracts are a 'blame game' not a partnership"
• Liability in statute - Unlimited consequential damages. Compensation not penalty.
• Monetary compensation/termination for breach
• Force Majeure v Frustration Act 1943
• Passing liability/risk
• Limiting liability/risk (which in part is also passing part of liability)
• Excluding liability in TORT (duty of care)
• Unfair Contract Terms Act - what liabilities you are not permitted to limit/exclude
• Late Payment Act/set off clause
• Exercise - Identify ownership of legal liability of contractual obligations identified in scope

Pro-active risk management methodology

• Cross checking ALL contractual document for consistency/alignment - Express terms and conditions, scope of work, specification etc. Importance of Complete Agreement and Order of Precedence express term clauses.
• Placing risk with party best able to manage that potential risk
• Understanding why no one wants monetary compensation or litigation, neither the Supplier nor the Buyer - both are looking for solutions, remedies, moving forward to achieve the optimum outcome when Plan A is no longer possible.
• Project planning and management being a combination of the 'Waterfall process' (upfront planning) and 'Agile' (responsive to changes/contingency plans/plan B's)

Proactive risk management process

• Identification
• Evaluate - probability v impact/cost. Risk appetite - 'adverse' or 'taker'
• Contingency/mitigation planning - 4 T's approach with focus on 'Treat'
• Exercise - Traffic light exercise for evaluating potential risks
• Exercise - Settlement zone exercise. Taking the Risk Register to the next level and incorporating Plan B's/contingency plans/optimum solution into the legally binding contract. Practical remedies to keep the project moving forward

Methodology for reviewing and proactively managing an Express Term Contract

• Throughout these session delegates will be shown how to use the 'tool kit' methodology. This is a symbol system & 'word search' process which makes the review of an express term contract much easier. This information is then included in an Action Plan, to effectively manage the contract knowing which party needs to proactively manage which Promises/potential risks and ensures visibility and ownership of who is monitoring progress.
• Action Plan proforma:

Final Questions

Speakers:

Catherine Hurst

Consultant & Trainer

Falconbury Ltd

Catherine Hurst is an independent commercial consultant and trainer. She was formerly a Commercial Manager at BAe Systems, following previous contract and commercial roles with GEC and Siemens, and has extensive practical experience of contract management, contract negotiation, commercial risk management and bid management.

She has been providing public training courses and in-house training courses for more than 10 years. Her success is demonstrated by the long standing relationship she has developed with numerous clients, to whom she provides regular repeats of her in-house courses.

Her training clients cross all sectors, including commercial companies, the government sector and charities. She is a highly experienced and a very popular trainer. Her style and manner of training brings the subject matter to life, making it enjoyable and easy to understand for all.

For more information about this training visit https://www.researchandmarkets.com/r/gxkrk1

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