This comprehensive training programme focuses on delivering practical and applied training
of Terms of reference, writing an effective contract and effective negotiation skills and
strategies needed to create transparent and direct contracts that deliver on a legal and
commercial level.

Terms of Reference (TOR) provide a statement of the background, objectives, and purpose of a proposed project. The TOR includes a range of criteria that are necessary for strategic project decision making. The document defines the activities to be done and indicate the issues, budget and expertise related to the project. This training seeks to help participants on how to create an effective TOR.

TOR Content:
Purpose of this document
Workflow
Revision History
Table of Contents
Business Driver
Objectives
Scope
Project Constraints
Benefits
Assumptions and Dependencies
Project Risks
Resources and Facilities Required

Timescales and Costs
Stakeholders

Many purchasing and contracting professionals are required to organize, write and interpret contracts. This session is designed to cover the structure and meaning of enforceable contracts. Contracts have a logical sequence and specific contract provisions. By learning the basics and rules for improvement, the principles become manageable. This training will offer tips and tricks on the language that can be used when writing contracts for any entity.

Objectives and Intended Outcomes

This segment of writing an effective contract addresses two distinct development needs:

• Write an effective legal advisory documents to provide guidance and advice to external clients or internal corporate colleagues. This training will help participants improve their legal briefings and memoranda.
• Prepare and draft effective commercial contracts and other legal documentation to meet the needs of the company and create better commercial agreements

Course content of writing an Effective Contract:
Principles of Effective Legal Writing

• Introduction, objectives and scope of the workshop
• What is effective legal writing?
• Techniques to write clearly
• Structuring your legal analysis
• Choosing appropriate legal language while avoiding ‘legalese’
• Effective editing of a legal document
• Applying the principles to letters, emails and general correspondence
• Drafting exercises

Best Practices in Drafting a Legal Memorandum

• Choosing an appropriate heading
• Describing the background and purpose of the memorandum
• Framing the legal issues
• Providing the short answer
• Statement of the facts
• Analysis of the issues and how the law applies
• Conclusions and recommendations in the memorandum
• Drafting Exercises

Principles of Contract Drafting

• Why contract drafting skills are important
• Complying with contract law essentials
• Using appropriate contract language
• Contract methodologies, including
  o Bespoke written agreements
  o Using general and special terms and conditions
  o Using Purchase Orders with standard terms and conditions
  o Framework agreements
  o Deeds
  o Letters of intent, Heads of terms and MoUs
• Working with model contracts and templates
• Drafting exercises

Preparing the Contract Draft

• Reflecting the purpose of the transaction
• Analysing and mapping out the contractual transaction process
• Structuring the contract draft
• Contents of the front and back of the contract
  o Title
  o Parties
  o Recitals
  o Dates
  o Definitions
  o Signatures
  o Attachments, Exhibits and Schedules
• Using Boilerplate clauses, such as
  o Governing law clause
  o Dispute resolution process
  o Contract variation mechanism
  o Confidentiality obligations
  o Assignment and sub-contracting
  o Force Majeure
  o Notices and communication clause
  o Drafting exercises

Managing the Negotiated Draft Agreement

• Working with the other parties to the contract
• Analysing their contract clauses for hidden risks
• Negotiating the liability clauses
  o Who bears the risk?
  o Exclusion and limitation of liability
  o Indemnity and insurance clauses
  o Bonds and Guarantees
  o Liquidated damages clauses and penalties
• Using clauses that impose obligations or grant powers or permissions, such as
  o Inspection
  o Default
  o Termination
• Using the concept of “reasonableness”
• Payment and other financial terms
• Drafting exercises

Being able to positively impact negotiations both with clients and colleagues will decide your level of success. In today’s commercial climate having a wide range of techniques at your finger tips is essential to guarantee your continued high performance. This segment offers a unique opportunity to focus on developing advanced influencing, persuading and negotiation skills to enhance your ability to make an impact, improve visibility and influence both clients and colleagues to manage legal risk and achieve
business goals.

Course Content:

• Definitions and styles of influencing and persuasion with colleagues and clients
• Impactful tools for effective influencers and negotiators
• Determining and building trust for results
• Influence and persuade to lead, manage and negotiate across cultures and
  organisations
• Influencing, creating and managing teams that deliver
• Successful advanced negotiations – objectives and strategy negotiations – internal and external
• Identifying your natural negotiating style and widening your range of styles for
  success
• Pre-negotiation tools for effective time-saving preparation
• Finding and using negotiating power when you have no authority
• Coaching for performance
• Immediate action

Accra: TBA

Dubai: TBA

Texas: On Request