What is the “deal” Behind the Contract, and how do you get there?

• What constitutes a contract: form, ingredients and basic structure
• The context of commercial arrangements
• Innovative commercial solutions (e.g. Partnering, “BOOT” contracts etc)
• Relationship between negotiation and contract drafting
• Closing a deal - Authority to sign and agency principles
• Formalities to finalise the contract

Negotiating and Drafting Contracts

• Negotiating Principles in Contracting
• Negotiating in difficult and complex situations
• Structuring complex documents – the hierarchy of terms
• Using and modifying standard forms
• Precedent in international contracting
• Dealing with contract qualifications and amendments

Drafting Specific Clauses

• Operative provisions and performance obligations
• Title, Risk and Payment provision
• Contract variations: transfer of rights, amendment and the scope of work
• Termination, suspension and remedies for default
• Limitation and exclusion of liability, force majeure and waiver
• Law of the contract and dispute resolution

Effective Contracts Management

• Risk assessment and management
• Assignment of responsibilities and kick-off meetings: setting and managing expectations
• Dealing with defaults, delay and disruption
• Managing claims
• Payment issues – including international trade
• Lessons learned

Dealing with Disputes

• Recognising potential problems and dealing with issues as they arise
• Legal rights and commercial outcomes distinguished
• Negotiation structures for internal dispute resolution
• External dispute resolution – Litigation and Arbitration
• Modern alternatives in dispute resolution - Adjudication, Expert Determination, and Mediation
• Overview of seminar, and final question session