Course Objectives

• Provide an understanding of contract structures, and how and why contracts are drafted in particular ways
•  Enhance understanding of the legal principles behind contracts
• Provide an understanding of some of the main clauses in different types of agreements
• Explain the commercial impact of particular provisions.
•  Discuss the differences between similar clauses in different international standards
• Show how to develop your own "standard" clauses
•  Develop an understanding of when to accept proposed amendments, and when to reject them, including how to give clear reasons for such rejection
• Give practice in amending documents to meet particular requirements, including the use of Special Conditions
•  Provide strategies and tactics for negotiating on possible contract amendments
• Explain how to use contract provisions to reduce the risk of disputes.
• Where disputes do arise, show how the contract can be used to minimize these disputes, and some of the methods by which disputes are resolved in international contracting (including non-traditional approaches, such as mediation)

Course Contents. 

• How and why Contracts are drafted
• Why we use contracts
• Formation of a Contract
• The key elements of a contract
• Oral or written?
• Terms and Conditions of contract
• Agency issues
• The basic structure of a contract
• Incorporating documents by reference
• Standard Forms
• Form of Agreement
•  Principles of contract negotiation
• Main Contract Clauses

•  Obligation to deliver/perform
• Rework/re-performance
•  Risk
•   Title
• Compliance with law/change of law
• Indemnities
•  Insurance
•  Third parties
•   Liability in negligence – relationship with contract conditions

• Main Contract Clauses – continued
•  Variations and changes
•  Product liability and defective goods - rejection
• Precedence of documents – Special Conditions
• Intellectual property
•  Taxation
• Suspension and termination
• Acceptance and Certificates
• Payment
• Liquidated damages/penalties
• Limits of liability
•  Guarantee/Warranty/Maintenance
• Conflict of Laws and Choice of Law Clauses 
• Other documents and Negotiations

•   Letters of Intent or Award
•  Bank and Insurance Bonds
• Letters of Comfort or Awareness
•  Collateral warranties
• Alliance/Partnering Agreements
• "Side Letters"
• Finance arrangements 
• Negotiating contract qualifications and amendments

• Negotiation and Resolution of Disputes

• Contract negotiation - continued
• Dispute Resolution clauses
• Unequal bargaining positions
• Negotiation, compromise and settlement
• Litigation
• Arbitration
• Enforcement of awards
• Alternative Dispute Resolution – Mediation
• Practical application of mediation techniques