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Preparing and Negotiating Commercial Contracts with Best Protective Terms for PMEs and Non-Legal

Do you know the difference between "Agreement" and "Contract"?
Business contracts are a lifeline for any organisation’s profits. Through such contracts, the money will flow. If the contract is not carefully negotiated, prepared, the organisation can be exposed to risks with costly contractual disputes and financial losses. So it is important when doing any business to understand and know what and how to use your contract to suit particular circumstances.

Ignorance is not a privilege. It is a misfortune.
The course will equip those preparing the scope of work and pricing document with an effective solid drafting skills and appreciation of the principles of contractual interpretation. Further this course will also explain what critical terms and clauses to negotiate for when reaching an agreement. The golden tips of drafting will also be given. You do not need to have prior legal knowledge to attend this highly interactive and interesting course.

Objective

Programme Highlights and Benefits
Sharing excellence in best practices & tips in preparing & negotiating commercial projects
Knowing the meaning of words used in contract terms
Learning the principled negotiation PIOC techniques in commercial agreements
Mastering how to get other party to say "Yes" to all your terms & conditions
Overcoming obstacles in difficult negotiations
Identifying negotiation strategies to deal with tricks and tactics
Understanding the purpose & role of contracts
Appreciating the structure and content of commercial contracts
Choosing the right contract clauses to protect your organisation needs
Sharpening the fundamental basic drafting skills
Enhancing learning by participating in exercise for contract preparation

Bonus!
Participants will receive standard commercial clauses adapted for different needs by their organisations to enhance their learning of commercial agreements. You got to be protected! But always achieving a win-win skills of an effective negotiator.

Outline

1. Excellence in Negotiation Strategies
- positional bargaining
- principled negotiation PIOC techniques
- separate "people" from "problem"
- focus on interests, not positions
- create options for mutual gain
- insist to use objective criteria
- identify yours and their BATNA
- recognise dirty tricks & combating these
- the 5 tips for breaking deadlock situations
- sharing 12 practical tips in preparing negotiation
- Case-study - The Unfair Advantage
- ethical negotiations, integrity & reputation
- the 8 tips for power communication & principles of persuasion
- know the pitfalls in negotiation
- learn the negotiation strategies in conflict management
- role play exercise in a given negotiation setting

2. The 5 break-through strategies for difficult negotiations
- do not react
- go to the balcony
- don’t argue, listen actively
- don’t reject, nut reframe
- don’t push, build a golden bridge
- Go slow to go fast - by drawing negotiations to an effective closure
- don’t escalate but use power to educate
- "The best general is the one who never fights": Sun Tzu

3. Preparing to Close Negotiation
- proceeding to agreement
- documenting the agreement
- reviewing the agreement
- following-up the agreement

4. The Purpose of Contracts
- the role of contracts
- if there is no contract, what happens?
- are oral contracts valid?
- what is the difference between "Representations" and "Terms"?

5. Contract planning & Contracting Strategy
- how to start from the beginning
- using standard form contracts
- boilerplate clauses (standard terms)
- which clauses to use? And why? And when?
- who are the parties to contract?
- doctrine of privity of contract
- Contract (Rights of Third Parties) Act

6. Principles of Contractual Interpretation
- Golden rule for contract interpretation
- literary rule
- contextual rule
- technical or jargon meaning
- define in definitions & interpretation clause
- parol evidence rule
- order of precedence
- contra proferentum rule - exclusion clauses
- ejusdem generis rule (of the same kind rule)

7. Basic Drafting Skills & Practical Tips
- format and structure of commercial contracts
- the Hexagon Drafting principles for drafting success
- brevity and clarity in drafting
- importance of punctuation & recitals
- the 11 Golden Drafting Rules
- what the common drafting mistakes to avoid?
- what is the most powerful layout device in drafting?

8. Important Contract Terms
- payment and performance provisions
- risk allocation, liability, insurance, guarantees
- representation and warranties
- indemnities and exclusions
- best practice in tailoring limitation of liability clause to meet your needs
- force majeure clause - doctrine of frustration
- default and termination clauses
- consequential loss, cumulative remedies and damages
- dispute clauses, mediation and arbitration
- mini-trials

9. The General Provisions
- administrative provisions & the Boilerplate clauses
- interpretative provisions
- proper law and jurisdiction
- intellectual property rights- foreground & background
- patents, copyrights and trademarks
- entire agreement clause
- notices clause
- severability clause

Who should attend

Project Director, Project Manager
Contract Administrator and Manager
Procurement Officer
Contracts Executives & Managers
Programme & Business Managers
Project Engineers and Commercial Managers
Directors
Financial Controllers & finance and operation executives
Credit executives and accounts supervisors
Maintenance Managers
Marketing & Sales directors
Business Advisers
Bank officers
Consultants
Company Secretaries
And any other Professionals who prepare & negotiate commercial contracts.

Testimonials

Trainer is great! She used the interesting story telling method to emphasis the learning points. The contents are very informative.

Prof Catherine Tay has a good knowledge on the subject. The course is very well planned and she has delivered it in a comprehensive way. I can say that she is an enjoyable trainer.

The course content is very good. The knowledgeable trainer gives lots of real live examples that can make participants understand well.

The trainer is engaging and her teaching is clear and easy to understand.

The teaching and examples were well balanced.

Very useful information to help me in my job.

Good case-study that helps to illustrate the concepts.

Good sample handouts. I like the course materials and how the lecturer conducts the lessons.

I enjoy the real life case sharing sessions.

Profile of Catherine Tay

Catherine Tay has over 35 years of lecturing experience as an Associate Professor lecturing business law at the National University of Singapore (NUS) Department of Strategy and Policy, NUS Business School. She is an Advocate and Solicitor of the Supreme Court of Singapore. She is also a barrister-at-law (of Lincoln’s Inn, United Kingdom). She is an author of more than 8 law books, including her best-seller book title called "Contract Law - A layman Guide".

She studied law at Queen Mary College, University of London and graduated with a Bachelor of Laws with Honours and with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws.

She has facilitated seminars and in-house training courses for many business law topics such as tenancy agreements, contract administration management, procurement contracts, legal and practical aspects of tender management, Service Level Agreements and Outsourcing contracts, oil and gas contract management, insurance contracts, Intellectual Property Laws and PDPA data privacy laws. She is an examiner on law subjects for a number of professional bodies and universities in Singapore and overseas. She has lectured at the NUS Extension in professional and business management law courses.

She was an adjunct lecturer at NUS Institute of System Science, in IT outsourcing contracts for over 20 years. She is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.