Outline of Content
The training examines keys stages of the contractual process in which commercial personnel can become involved from initial negotiation to contract performance, and what
happens if things go wrong or the contractual relationship breaks down.
Before the Contract
• Supplier or customer: same issues - different perspective
• Risk analysis - introduction
• Work in anticipation of a contract
• Offer and acceptance
• Tenders and quotes (including an overview of EU procurement law)
• Keeping a record of negotiations
• Who signs - have they got capacity?
Contract Performance: Obligations and Specification
• Why they are important to the contract?
• Different types of contractual clauses: conditions, warranties, representations
• How to measure and monitor performance
• Key performance indicators
• Guarantees and indemnities: how do they relate to performance?
• Timing and delay - are you entitled to amend the contract?
• Unavoidable delay
• Variation and modification: traps to avoid
• Evidence and audit trail
• Quality assurance
• Delivery obligations - do you accept or reject?
Dealing with Defective Performance
• What amounts to a breach of the contract?
• Termination and liability clauses
• Non-contractual liability
• Different ‘types’ of breach
• Different outcomes and remedies
• Ending the contract due to the other party’s default
• Prompt active contract management - how it can help
Loss and Limitation of Liability
• What constitutes ‘loss’ under a contract
• Special, consequential, indirect losses - what do they mean?
• Negligence, product liability and other third party claims
• Caps and limits of liability
• Liquidated damages - what are they?
• Protection and leverage in negotiation: key clauses
• Re-visiting the risk analysis
• What is intellectual property?
• Copyright and trade marks
• Design rights and patents
• Know how and confidential agreements
• Licensing intellectual property
• Confidentiality and non-disclosure
Compliance with Regulations
• Auditing outsourcing and procurement
• Tenders and value for money
• EU / Non EU procurement law technicalities
• Transferring employees
• Anti-bribery policies