Drafting Legal Memorandum and Correspondence

Day 1

The Importance of Contracts

• The Importance of Contracts

• Controlling the contract process

  • Understanding the deal

  • Controlling the negotiation

  • Tips for effective negotiation

• Contract Formation

• Offer and Acceptance

• Battle of the forms

• Consideration and Intention

• Oral or written?

• Electronic contracts

• The value of due diligence and financial stability

Day 2

Tender Process & Different Contract Types

• Auctions and Bids

• Tender Process

  • Invitations to tender

  • Request for Proposal

  • Request for Quotation

  • Pre-qualification

  • Compliance

  • Letters of Award

• Heads of Terms and Letters of Comfort

• Which contract type to select?

  • Advantages and disadvantages of the main contract types

  • The problem with fixed fees?

  • Modern methodology

• Economic Price Adjustment clauses

• Bonds and Guarantees

• Compliance with law/change of law

Day 3

Main Contract Clauses

• Obligation to deliver/perform

  • Controlling subcontractors

  • Monitoring and Milestones

• Securing Payment

• Ensuring prompt payment

• Non-payment remedies

• The use of Letters of Credit

• Parent Company Guarantees

• Time and place of delivery

• Transfer of title and risk - ICC Incoterms

• What is the retention of title clauses?

• Why is "time of the essence" important?

• Delivery, Ownership, and Risk in Procurement

• Insurance

• Indemnities – when we need them

• Liquidated Damages/Penalties and the dangers

Day 4

Other Key Considerations during the Commissioning Process

Other Key Considerations during the Commissioning Process

• Variations and changes

• Liability beyond contract

• The value of Intellectual property

• When do contracts end?

• Limiting liability

• Warranty

• Which law to apply to the contract?

• Final contract review and closeout process

Day 5

Dealing with Disputes

• Compromise and settlement

• Dispute Resolution clauses

• Litigation

• Arbitration

• Modern methods of resolving disputes

  • Mediation

  • Conciliation

  • Early Neutral Evaluation

  • Expert Determination

• Final review and questions