Contract Development, Negotiation & Management Masterclass

PRIORITIZING THE CONTRACTING OBJECTIVES

• Developing a list of contracting objectives – technical and commercial to legal

• Balancing Quality, Cost, Delivery & Risk considerations

• The difference between rating and ranking – and the iterative approach

• Separating wants from needs – defining mission critical contractual objectives & managing stakeholder expectation

KEY CONTRACT PROVISIONS

• Reassessing indemnity and warranty clauses

• Appraisal and benefits of “Knock for Knock” Liability Clauses

• Understanding the full effects of Anti-Indemnity statutes

• Considering alternative pricing clauses –whole life cost approach and alignment with

• Contract objectives

• Overview of contractual obligations which may only be determined by the court

CONTRACT DISPUTES

• Determine the best course of action through applied risk assessment

• Consider your termination rights and the consequences for your operations

• Look for alternatives in penalty clauses and rights of release clauses

• Enforcing clear language in unclear circumstances

CONTRACT NEGOTIATION CONSIDERATIONS

• Can enterprises renegotiate rates based on the current market chaos?

• Cost analysis models in contract negotiations – issues and opportunities

• Utilising Porters 5 Forces Model – Understand where the balance of power lies

• Between Buyers & Contractors

• Have you gained or lost negotiating power due to recent trends?

UNDERSTANDING THE POWER & INFLUENCE MATRIX ANDTHEIR IMPACT ON CONTRACTING

• The keys to maximizing power

• Understanding the shift in power and how to control the shift

• The impact of power on negotiations

• Developing a contract specific power influence matrix

• Aligning Contracting Contribution with organizational Strategy

• Corporate growth strategies and how to enable them

• Ensuring & demonstrating Corporate Governance through contracting

• Policies that can be either enabled or disabled through effective contracting

INTEGRATING SOURCING AND SALES STRATEGIES INTO THE CONTRACTING STRATEGY

• Strategic sourcing and category strategies

• Understanding how sales and revenue recognition strategies drive transactions and negotiations

• Integrating commercial relationships across the entire enterprise – how can sourcing impact sales and vice versa?

DEFINING THE CONTRACTING PROCESS

• The key phases in world-class contracting processes

• Managing the gates in a gated contracting process

• Mobilizing the optimal tools and talents throughout the contracting process

KEY INTERNATIONAL AND CROSS-CULTURAL CONTRACTING ISSUES

• Assessing key changes within international contracting frameworks –UNCITRAL Impact

• Key elements of International Law & Trade treaties – The impact upon cross cultural Contracting

• Key cultural considerations in contracting – from development and drafting to Negotiation and ongoing vendor relationship management

• Executing contracts globally – review of key requirements including use of digital Signatures

• Managing contractual breach – cultural considerations

KEY EQUIPMENT AND MATERIALS CONTRACTS

• Capital equipment agreements

• Equipment rental and lease agreements

• MRO in the operations environment

• Ensuring supply continuity within remote operating environment

• Contractually managing inventory to ensure operational performance

KEY SERVICE CONTRACTS

• Maintenance services

• Consulting and outsourcing services

• Environmental remediation services

• Transportation and logistics agreements

MULTI-PARTY CONTRACTING SCENARIOS

• Joint ventures – Key IFRS definition & contract party management

• Contractors and their sub-contractors ensuring compliance, reputational protection

• For the buyer organization & exploring excusable/non-excusable delay clauses

• Teaming agreements – risks and rewards

• Distribution and reseller agreements

• Effectively managing Force Majeure clauses

OPEN DISCUSSION ON EXISTING CONTRACT TYPES AND APPROACHES

• Types of Contracts – FEED Competition, EPC, EPCM, Reimbursable, Reimbursable

• Convertible to Lump Sum, Lump Sum Turnkey, etc. & their pros, and cons

• Partnerships and Alliances in Contracts – Critical Issues (covering types of partnerships – JV, Consortium, Nominated Subcontractor, etc.)

• Critical Contract Clauses and Related Issues, Contractual Risks in Contracts

• Risks Management in Contracts

• Contractual Risks and Mitigation Measures in Contracts, covering key

• contract terms and conditions, contractual risks, risks identification, mitigation, and management

• Claims Management in Contracts – A win-win approach (or) Effective

• Management of Variations & Claims

• Disputes and Resolution Mechanisms in Contracts

• Alternative Dispute Resolution (ADR) in Contracts

• Disputes Management in Contracts

• Dispute Avoidance and Mitigation- Overview of UNCITRAL Objectives under International Law

EFFECTIVE CONTRACTING TEAM DYNAMICS

• Creating an effective core team

• Including stakeholders from across the organization as an extended team

• The role of senior management and internal sponsors

• Emotional intelligence (EI) –understanding and managing varying behavioural styles.

PURSUING CLARITY AND UNDERSTANDING HOW TO ATTAIN IT

• Tips on how to generate greater clarity

• The impact of clarity, or a lack of it, in overall contracting success

• Understanding the sections of the contract which are open to the risk of ambiguity

IMPLEMENTING A WORLD CLASS CONTRACTING STRATEGY

• Developing a project plan to implement a contract in both entities

• Setting realistic timeframes and milestones

• Anticipating resistance points and barriers – and overcoming them