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AGENDA

Pre-Program Preparation     

Participants will be sent a “Welcome Letter”, which includes an electronic copy of Cyril’s 335-page Managing Your Contracts book and his 338-page Managing your Legal Issues books, and be asked to do light pre-reading and thinking about the program to get them to consider the key issues.  

 

Our expert trainer Cyril Jankoff will lead a video teleconference prior to the workshop, covering the course purpose and answering any questions you may have, to help you get the most out of the course.  

REGISTRATION AND WELCOME COFFEE: NETWORK INTRODUCTIONS 8:30  AM
COURSE DURATION: 9:00 AM – 5:00  PM
NETWORKING: MORNING TEA: 10:30 AM/ LUNCH: 12:30 PM/ AFTERNOON TEA: 3:00  PM 

The following sessions will take place over the two-day workshop 

DAY 1

1. Introduction to strategic contract negotiation

  • The big picture: aligning strategy, commerciality and everyday business in a realistic commercial negotiation.

  • Heading toward strategic procurement

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Activity relating to a realistic disputed variation. 

  • Issues covered include risk, legal, financial, negotiations, relationships, trust and getting the contract right. 

  • This activity will run through all sessions. 

2. Creating a valid and legally enforceable contract 

  • Creating the contract 

  • Evidence necessary to prove a contract exists 

  • The effect of lack of intention to be legally bound  

  • Capacity to enter into the contract (who should sign)

  • When to use a deed 

  • When a contract needs to be in  writing 

  • Binding MOUs  

  • Invitations to make an offer 

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Brief mock court case to show how the litigation process works regarding commercial contracts. 

3. Contract operational issues 

  • When can terms be implied into a contract? 

  • Parties’ rights and obligations 

  • Ways to terminate, and not get sued 

  • How to determine monetary (and other) damages in breach of contract cases 

  • Dealing with ESG - Environmental, Social and Governance Issues and Artificial Intelligence

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Review and work through a case study 

4. Other key laws affecting a contract: (Australian Consumer law) 

The effect of the Australian Competition and Consumer Act on: 

  • Misleading or deceptive conduct 

  • Unconscionable conduct 

  • Unfair Contract Terms 

  • False or misleading representations 

  • Implied terms, consumer guarantees, product safety and liability. 

  • Agreements that reduce competition 

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Examples relating to the Australian Consumer Law general and specific conditions. 

  • The extent of penalties in relation to the breach of the amended Small Business Unfair Contract legislation 

DAY 2

5. Other key laws affecting a contract 

How each of the following can affect your contract: 

  • Tender Law 

  • Agency Law 

  • Insurance Law 

  • Negligence Law 

  • Intellectual Property Law 

  • GST Law 

  • Dispute Resolution 

  • ESG (including Modern Slavery) 

  • Corporations Law and insolvency law reform: safe harbour and ipso facto

  • Personal Property Securities Act (PPSA) 

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Review and work through case study examples relating to the above 

6. Advanced negotiation techniques 

  • Reducing contracting risk through negotiation 

  • Ways to increase your bargaining power 

  • Statements in negotiations that create contractual obligations 

  • Negotiating “divorce” and “marriage” clauses in a commercial contract 

  • The effect of misleading or deceptive statements in a negotiation. 

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Negotiation activity  

  • Common negotiating mistakes in the different lifecycle stages. 

7. Review of a commercial contract 

Detailed review of a supply contract, explaining the clauses and how they all interact, as well as how the motivations of each party can appear in the contract.  

PRACTICAL ACTIVITIES/CASE STUDIES  

  • Analysing key problematic clauses including liability limitation, indemnity, IP, insurance and force majeure. 

  • Looking at how AI would have drafted the contract 

8. Pulling it all together 

Understanding the “battle of the forms” to determine whose terms and conditions govern the contract.  

Other case studies to illustrate key issues covered in class. 

PRACTICAL ACTIVITIES/CASE STUDIES  

  • A practical example of the “battle of the forms” analysing how a $30,000 supply contract went horribly wrong costing the contractor $50 m.  

  • Cases to cover loss of intellectual property rights, being a victim of company Phoenixing, what vendors will do to cheat the buyer, how not to run a tender.  

  • Also a consideration of key legal issues at the different stages of the life cycle of a contract. 

  • The 10 key contractual pitfalls 

  • Listing of key risks that must be addressed when returning to the office. 

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