Foundations of Commercial Contracts and Legal Systems

• What a Commercial Contract Is and Why It Matters
• Sources of Contract Law: Statute, Common Law, and Custom
• Common-Law vs Civil-Law Traditions
• Key Terminology for the Contracts Manager

Contract Formation: Offer, Acceptance, and Essential Elements

• Offer, Acceptance, and Consideration
• Capacity, Legality, and Intention to Create Legal Relations
• Influence of Law on the Bid Process
• Basic Types of Law Contracts

International Frameworks: CISG, UNIDROIT, and Governing Law

• The CISG (Vienna Convention) and Its Scope
• UNIDROIT Principles of International Commercial Contracts
• Choice of Governing Law and Jurisdiction Clauses
• INCOTERMS and Allocation of Delivery Risk

World-Class Procurement and the Contracting Mandate

• What World-Class Procurement Organizations Do
• Aligning Contracting with Procurement Strategy
• The Value Contribution of the Contracts Manager

The Procurement and Bid Process

• Stages of the Procurement (Bid) Process
• Bid Rules, Fairness, and Transparency
• Solicitation Documents: RFQ, RFP, and ITT

Mastering the Tender Process

• Preparing and Issuing the Tender
• Evaluation Criteria and Scoring
• Clarifications, Negotiation, and Award
• Common Tendering Pitfalls

Contract Types: Fundamentals and Fixed-Price Contracts

• The Contract-Type Spectrum and Risk Transfer
• Firm Fixed-Price and Fixed-Price with Adjustment
• When Fixed-Price Contracts Fit

Cost-Reimbursement Contracts

• Cost-Reimbursement Mechanics and Allowable Costs
• Cost-Plus Fee Structures
• Controls and Oversight for Cost-Type Contracts

Selecting the Right Contract Type

• Risk, Scope Certainty, and Contract-Type Fit
• A Contract-Type Selection Framework
• Incentives and Hybrid Structures

Contract Pricing Principles

• Cost Analysis vs Price Analysis
• Escalation, Indexation, and Currency
• Negotiating Price and Value for Money

• Contract definition and elements
• Alternative Dispute Resolution (ADR)
• Arbitration
• Legal Issues
• Major contract categories
• Formal and informal contracts
• Unilateral and bilateral contracts
• Express and implies contracts
• Valid, void, voidable and unenforceable contracts
• Executed and executory contracts

• Efficiency and Effectiveness
• Strong and Lean structures
• Valued vision and mission
• Value proposition evolvement
• 360-degree alignment
• Early involvement and influence
• Supply risk vs reward
• Service delivery model
• Managing talent and knowledge
• Maximize Return on Investment (ROI)
• Opportunism and deliberation
• Tapping the full capabilities of supply markets

• The sourcing life cycle
• Creating customer value
• Procurement planning
• Competitive bidding and two-step bidding
• Comparison of contracting methods
• Negotiation and best value selection
• Risks in various contract types
• Inputs of knowledge
• Opportunity and risk assessment
• Sweet spot – sour spot analysis
• Source selection
• Pre-award checklist

• Tender definition
• Types of tenders
• Different types of bonds
• E-tender creation
• E-tender committees and publication
• Pre-bid clarification
• E-bid submission – features and advantages
• Modules of E-tendering
• Tendering – bid opening – bid evaluation
• Contract award

• Fixed price family
• Firm fixed price
• Fixed price with economic price adjustment
• Fixed price incentive
• Cost reimbursement family
• Cost no-fee
• Cost sharing
• Cost plus fixed fee
• Cost plus incentive-fee
• Hybrid family
• Time and materials
• Labor hour
• Combination of different contracts types

• Change clauses and provisions
• Administrative change
• Cardinal change
• Constructive change
• Unilateral and bilateral changes
• Equitable adjustments
• Assertion of claim
• Importance of consideration
• Cost overruns
• Cost growth

• Factors in selecting contract types
• Uncertainty and cost risk
• 5 Stage process for Uncertainty and cost risk
• Risk Allocation by contract type
• Price Analysis
• Cost Analysis
• Urgency
• Period of performance
• Contract environment
• Concurrent contracts
• Nature and extent of subcontracting
• Supplier capabilities
• Supplier accounting systems

• Central purpose of administration
• Planning and involvement stage
• Challenges of administrator
• Contract administration team
• Characteristics of the contract administration team
• Contract administrator’ role and responsibilities
• Ways to lead and factors influencing the process
• Building a capable organization
• Selecting people for key positions
• Contract close out
• Close out steps
• De-obligation of excess funds
• Contract completion statement and dispose of files
• Characteristics of contract administration of the future

• Pre-award pricing stage
• Price and pricing definitions and differences
• Buyers pricing objective, fair and reasonable price
• Price negotiation
• Techniques for analysis of supplier cost proposal
• Cost analysis and price analysis
• Cost realism analysis and price analysis comparison

• Cost control measures for different contract types
• Limitation of costs and funds
• Reasonable, allowable and allocable costs
• Lump sum payments
• Advance payments
• Partial payments
• Progress payments
• Common invoice deductions
• Final payment
• Contract pricing principals
• Supplier accounting systems

• Definition
• Composition of FIDIC contracts
• Terms and conditions
• Why use FIDIC contracts
• Risks Vs Costs
• Green book
• Red book
• Pink book
• Yellow book
• Silver book
• Gold book
• Blue book
• White book
• Conditions of subcontract for construction
• Settlement of claims

• Contract and contract structure
• Captions and its recitals and transition
• Languages
• Closing
• Provision/clauses to always include
• Drafting contracts
• Practical contract-drafting tips
• Suggestions for drafting a simplified, comprehensive contract

• Methodology
• Analysis – capabilities
• Contract drafting
• Contract approvals
• Contract query
• Contract discovery
• Obligation management
• Document repository
• Dispute management
• Performance management
• Contract information extract
• Collaboration with counter parties
• Management reporting
• Contract portfolio analysis
• Market, innovations and trends
• Virtual work environment from surviving to thriving
• Managing risk and uncertainty in virtual environment