A two day course, held in London, teaching how to review, understand and amend commercial contracts and statements of work.
Reviewing, Understanding and Amending Commercial Contracts and Statements of Work
Today’s businesses rely on clearly understood commercial relationships. Good commercial contracts help the business manage its risks and maximise opportunities.
Those within your organisation who are responsible for reviewing, understanding and amending these agreements face many challenges:
- Contract law, and the intricacies of legal language, create risks ‘hidden in plain sight’, eroding future profits
- Making readable legal documents that meet the needs of lawyers, engineers, project managers and the finance team seems like an impossible task
- Ambiguity and lack of clarity in Statements of Work creates opportunities for scope creep, cost increases and margin erosion
This intensive two-day course, endorsed by the International Association of Contract and Commercial Management (IACCM), equips your commercial team to meet these challenges.
What’s included in this Devant workshop?
Over the course of our interactive two-day ‘Reviewing, Understanding and Amending Commercial Contracts and Statements of Work’ workshop, you will:
- Understand contractual terms and their impact on the business
- Analyse commercial risks and opportunities in terms of your own business environment
- Identify ‘profit munchers’
- Be able to propose appropriate means to mitigate risks
- Discover how to review third party contracts effectively
- Gain confidence in challenging unacceptable terms
- Learn to simplify and clarify over-complex drafting
- Understand when to use different contract structures, including LoIs, Ts&Cs, Deeds and Framework Contracts
- Identify hidden problems with Group Framework Agreements, and how to tackle them
- Understand legal terminology and use it appropriately
- Develop your drafting skills to write more clearly for your target audiences
- Learn the 3 steps to preparing clear and effective Statements of Work
- Gain skills to prepare clear and effective Liquidated Damages, Service Credit and
- Service Level Agreement provisions
- Become a competent proof reader of contract documents
- Build your confidence through practice!
How is the course delivered?
This course is intensely practical, so you can apply it immediately to real-life work situations. It uses engaging memory tools to help delegates learn key contractual terms and remember them when reviewing third party contracts. Hands-on drafting exercises provide opportunities to practice clear writing and receive constructive feedback.
All delegates should bring with them a laptop computer for use during the drafting exercises. Material for the exercises will be emailed in advance of the course.
27th/28th March course to be held at etc. venue, Hatton Garden.
Subsequent 2018 courses to be held at etc. venues, Marble Arch.
“I found Tiffany to be engaging, knowledgeable and approachable, and have come away from the course wanting more! I would recommend the course to anyone in the early stages of their career in the commercial contract arena or who wants to refresh or validate their skills as I did.”
– Rachel Millward, Legal Advisor for HSBC
You will come away with practical tools to help you draft agreements that are clear and unambiguous, helping your organization manage its commercial relationships effectively and profitably.
Each delegate will receive a copy of Tiffany’s books, ‘Deal Makers’ and ‘Essential Contract Drafting Skills’ which provide useful reference resources, both during and after the workshop. They will help you to consolidate your learning, refresh your memory, and clarify anything that has become unclear with the passage of time.
“Good interaction between presenter and attendees, and between attendees… Good for experienced commercial managers – highly recommended.”
– Gordon Watson, Commercial Manager for Schlumberger
08:45 Coffee and registration
09:00 Objectives for today
A Memory Game – get those grey cells working!
Exercise: Buying a commodity
Consequences of Confusion – the pain of getting it wrong
A few basic points about contracts: how they work and what they’re for
What is a contract?
Does it have to be in writing?
What is the purpose of a contract?
What is the relationship you’re contracting for?
Defining Commercial Relationships – the Three Triangles model
10:45 Exercise: Your Three Triangle Terms
Who Does What When?
– Vendor Responsibilities
– The importance of clear specifications and change control
– Purchaser Responsibilities
– Intellectual Property
– The importance of timing
When Does Payment Occur?
– Defining Milestones
– Good Acceptance Criteria
– Readiness for Invoicing
– Taxes and other payment headaches
13:15 Exercise: Comparing vendor and purchaser acceptance provisions
What Happens if Things Go Wrong?
– Warranties and warranty remedies
– Limiting liability
– Liquidated Damages
– Applicable law and dispute resolution
– Survival provisions
Exercise: Comparing vendor and purchaser warranty provisions
Wrap-up and Review of Objectives
17:30 END OF DAY 1
08:45 Coffee and registration
09:00 Recap on Day 1
Contract Structure: Choosing the right framework and how to make the document work for readers
MoUs, LoAs, HoTs, and where they fit
Terms and conditions (and the ‘Battle of the Forms’)
Framework Agreements (including Group Framework Agreements)
Exercise: Translating business needs into agreement type
10:45 Amending third party agreements
Using defined terms
Consistency of language
Cross referencing and other potential pitfalls
Purpose and proportionality
Exercise: Amending a Group Framework Agreement to manage risk
Understanding legal language and using it correctly
Endeavours – best? Reasonable? Best commercial?
‘shall’ vs ‘will’
‘subject to’, ‘notwithstanding’
Time is of the essence
Drafting for clarity
Choosing your voice
The risk – length – tone triangle
Avoiding ambiguity – passive voice and contra proferentum
Layout and style
Exercise: Re-drafting for clarity
13:15 Statements of Work and Service Level Agreements
The purpose and power of SoWs, Scope, Work Orders etc
Key ingredients of your SoW
Avoiding common Service Credit and SLA drafting pitfalls
Dealing with uncertainty
Exercise: Reviewing, understanding and amending key SLA provisions
13:15 Reviewing and amending contentious clauses
Limits and exclusions of liability
Exercise: Drafting alternatives to indemnities
16:30 WRAP-UP AND REVIEW OF OBJECTIVES
17:00 COURSE ENDS