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Contractual Awareness – Course Details


Duration
2 days

What is this course about?
An intensive two-day course, giving you a thorough grounding in the key commercial issues that are essential for business success. In today’s competitive environment, people in specialist roles are being seen as having more and more commercial responsibility. Increasingly, these roles drive the level of service and cost delivered to the customer.

Your business is influenced by the increasingly complex relationships that you forge with suppliers, customers and in-company departments.

Your commercial ability has a real impact on the prosperity of your business. It is therefore vital that you have the commercial know-how to deliver your full potential. This training programme has been designed to enable you to appreciate the key commercial issues for business success.

Key topics covered

  1. Introduction – what a contract is
  2. What constitutes a contract? – The essential principles:
  3. Background to Contract and the Law
  4. The exit clause
  5. Analysis of a contract
  6. Language and issues
  7. Defences against a breach of contract – and implications for contracts
  8. Payment terms
  9. Analysing a supplier contract
  10. Contract Management


Who would benefit?

  • Contract managers / officers
  • Marketing managers
  • Business development managers
  • Financial directors
  • Managing directors
  • Project managers / engineers
  • Buyers

Objectives
The objectives of the course are to:

  • Outline the purpose and background to contracts, particularly under common law
  • Indicate the relationship between common and statute law as it applies to contracts
  • Guide non-specialists in how to approach contracts, how to use them for commercial purposes, and how to deliver against contracts
  • Equip non-specialists with the basic skills in reading, understanding, and interpreting contracts
  • Enhance their ability to identify the crucial issues in contracts and focus on them
  • Provide a range of concepts and approaches that will ensure better contractual understanding and commitment
  • Create an all-round awareness of how contracts inform most elements of commercial life
  • Create an awareness of when specialist advice should be sought


Key topics covered

1. Objectives of the course

  • What the delegates want to get out of the two days
  • The stated objectives of the course
  • Comparison of the two – and prioritisation

2. Introduction – what a contract is

  • The basic purpose of a contract
  • The potential for mistakes:
  • Objective
  • Capacity
  • Reasonableness
  • Enforceability
  • Outcomes

3. What constitutes a contract? – The essential principles:

  • a party must have capacity to contract;
  • the purpose of the contract must be lawful;
  • the form of the contract must be legal;
  • the parties must intend to create a legal relationship; and
  • the parties must consent.
  • Structure of a contract
  • Consensual requirements
  • Terms
  • Implied
  • Express
  • Worst case analysis

4. Background to Contract and the Law

  • Common law and civil law
  • Development of civil law – from Magna Carta
  • Relationship of common law to statute law
  • Case law – and its effects
  • Supra-national law
  • Privity
  • Estoppel
  • Confidentiality

5. The exit clause

  • Why start with and focus on the exit clause?
  • Implications – comparison with pre-nuptial contracts
  • Three possible outcomes of a contract:
  • Complete
  • Substantial
  • Material breach
  • Termination for cause
  • Termination without cause
  • Risk management
  • Payments
  • Liabilities
  • Costs involved

6. Analysis of a contract

  • The parts of a contract
  • Definitions
  • Basis of the contract
  • Responsibilities – and confidentiality
  • Intellectual property and patents
  • Patents
  • Copyright
  • Trade marks
  • Designs
  • Owning and ensuring IP
  • Draft clauses
  • Payments and terms
  • Time scales
  • Warranties and indemnities
  • Complaints and breach of contract
  • Liability and limitations of liability
  • Termination
  • Force majeure
  • Notices

7. Language and issues

  • What constitutes reasonable?
  • Key issues::
  • Best endeavours – and similar
  • Convoluted sentences
  • Convoluted structures
  • Punctuation
  • Numbering and references
  • When to seek specific legal advice

8. Summary of Day 1 and introduction to Day 2

  • Worst case
  • Obligations, liabilities
  • Essence
  • Exit clauses
  • Breach
  • Legality – statute law and precedent
  • How to read and handle contracts
  • Re-use of contracts
  • When to seek legal guidance
  • Alternatives:
  • Partnerships and alliances
  • Heads of agreement
  • Gentleman’s agreement
  • Good faith
  • Indenture
  • Letters of intent

9. Defences against a breach of contract – and implications for contracts

  • Mistake
  • Incapacity, including mental incompetence and ineligibility
  • Duress
  • Undue influence
  • Unconscionability – excessive unfairness
  • Misrepresentation and, or fraud
  • Frustration of purpose

10. Payment terms

  • What are the consequences of the payment terms
  • What liabilities are created
  • Performance bonds
  • Retention
  • Damages
  • Consequential and direct loss
  • Impact of unfair terms law
  • Best practice in exclusion and liability
  • Liquidated damages – revisit
  • Indemnity
  • Knock for Knock Indemnity
  • Third Party Indemnity
  • Responsibility for damage

11. Practical session – a supplier contract

  • Understanding the aims and objectives of the contract
  • Identifying any issues
  • Identifying any red flags
  • What practical effect would this contract have on the commercial conduct?
  • Are there any elements missing?
  • How would you create a schedule for it?
  • What issues persist after the completion of the contract
  • Learning issues – understanding when to seek legal help

12. Practical session – a specially prepared contract

  • Understanding the aims and objectives of the contract
  • Identifying any issues
  • Identifying any red flags
  • What practical effect would this contract have on the commercial conduct?
  • Are there any elements missing?
  • How would you create a schedule for it?
  • What issues persist after the completion of the contract?

13. Contract Management

  • Ensuring shared understanding – throughout the life of the contract
  • Amending a contract – issues and opportunities
  • Standard or bespoke contracts?
  • When and how to raise concerns
  • Balancing continuity of delivery against the contract and commercial risk
  • Responsibility and reporting – upwards, downwards
  • Creating a matrix of implications in a contract


In-company training

Are you interested in running this course for your team or organisation?

This programme can be delivered on a date of your choice and at a location of your choice, in other words exactly where and when you need it!

From the outset we will provide you with expert advice and you will be assigned your own personal training adviser who will stay with you throughout the process.  Every team is different so we will provide you with a tailored training programme, designed around your team’s needs and focused on your desired outcomes.

All courses are followed up by a full training evaluation report and certificates of learning for each delegate.  For groups of up to 15 delegates per course, our in-company training is a very cost-effective way to develop your people and improve team performance.

Get in touch today for a full quotation to suit your budget.  To discuss your requirements in more detail with one of our friendly advisers please call on 0845 130 5714 or email one of the team at info@contractlawtraining.co.uk.  Alternatively you can complete the short contact form below.

Getting in Touch

If you would like to discuss your customer service training requirements with someone on the phone, please call us on 0845 130 5714 and you will be put straight through to one of our friendly advisers who will be pleased to assist you further.

Alternatively if you would prefer you can email us at info@contractlawtraining.co.uk or fill out our simple online contact form below and one of the team will get straight back to you.

If the exact solution does not already exist in our portfolio we will design something specifically for you.

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