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Course Outline

THE BENEFITS AND PITFALLS OF USING STANDARD FORM CONTRACTS Download Course Brochure
  • The objectives of standard terms
  • Designing a framework to ensure control over the terms and conditions
  • Assessing the limitations of standard form contracts
  • Ensuring that a purchaser's standard terms prevail
PROCUREMENT CONTRACTS – RISK ALLOCATION AND DRAFTING CLAUSES
  • Selecting strategies to manage risk in procurement contracts
  • The use of clauses to win a 'battle of the forms'
  • Statements of work and the issues around their drafting and inclusion
  • Assessment of draft clauses used to allocate risk
  • Implied terms in procurement and the practical issues which arise
  • Examination of intellectual property clauses and assess their effectiveness in practical situations
RISK MANAGEMENT IN CONTRACTS AND THE USE OF WARRANTIES, INDEMNITIES AND EXCLUSION CLAUSES
  • Outline of basic liability at common law
  • The different types of losses which need to be provided for
  • Discuss the differences between general damages, consequential loss and normal loss
  • Drafting consequential loss clauses which will be enforceable
  • Define exclusion clauses and examine the rules of interpretation which apply
  • The exclusion of liability for negligence, misleading and deceptive conduct, and terms implied by the Consumer and Competition Act
CONSUMER AND COMPETITION ACT
  • Definition and categorisation of indemnity clauses
  • The legal rules of construction which apply to indemnities
  • Examine the case law and examples and how courts deal with the application of such clauses
  • Drafting indemnity clauses for maximum protection and impact
THE USE OF INSURANCE TERMS IN CONTRACTS
  • A detailed examination of insurance clauses in contracts to assist in their negotiation and inclusion
  • The impact of legislation on the application of insurance clauses
  • Identification of contract risk and who bears the risk in a contract
  • Limits of liability, periods of insurance and the issue of noted and insured parties
  • Examination of cross liability and non-imputation clauses
  • Defining insured and the problems which arise when the definition is not clear
  • Jurisdictional issues
  • Drafting techniques and case examples of insurance provisions
TERMINATION AT LAW AND TERMINATION FOR CONVENIENCE
  • An outline of termination at common law
  • Examine the cases which support termination and the practical approaches to termination
  • The current standing of termination clauses in contracts
  • Drafting termination clauses in different types of contracts
  • The use of termination for convenience clauses in contracts
  • The common law rules and termination for convenience
  • Restrictions on the right to terminate for convenience
  • The importance of 'good faith' and its impact on these clauses
  • The impact of unconsionability on convenience clauses
  • Drafting suggestions for termination for convenience clauses
THE ISSUES SURROUNDING LIQUIDATED DAMAGES AND THE PRACTICAL APPROACH TO USING LIQUIDATED DAMAGES CLAUSES
  • What are liquidated damages and when should they be used
  • The legal principles surrounding the enforceability of liquidated damages clauses
  • The relationship of these clauses with other contractual remedies
  • The practical aspects of using and getting the most out of these clauses
  • An examination of the case law and the development of a practical response to using liquidated damages clauses
FORCE MAJEURE CLAUSES AND THEIR USE IN CONTRACTS
  • Why are these clauses necessary in contracts?
  • The key points to consider when drafting a force majeure clause
  • Review of examples of well drafted and poorly drafted clauses
THE USE OF BANK GUARANTEES IN CONTRACTS
  • How to incorporate bank guarantees in contracts
  • The common law rules and how to manage them when using bank guarantees
  • Assessing guarantee clauses in contracts by examining cases and considering the practical issue
PAYMENTS CLAUSES IN CONTRACTS
  • The objectives of payments frameworks
  • An examination of the various models
  • Issues to consider when designing a payment model in contracting
  • The key legal and practical elements and issues in payment clauses
  • An examination of statutory examples of payment legislation
CASE STUDY ANALYSIS THROUGHOUT THE COURSE

The course will underpin the legal rules which apply to contracts by using case examples and a detailed case study to suit the participant's specific needs on the day.

All case studies and examples will provide an excellent opportunity for participants to apply the legal principles which will assist in the development of organisational systems to promote better use of contracts.

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