Nowadays not only do we rely on our commercial and sales staff to hit that bottom line but we expect our engineers and project teams to play their part too - not only through their engineering and management skills but by behaving in a commercially minded way in their dealings with their counterparts in customer or supplier organisations. This means understanding, amongst other things, the issues surrounding the commencement of work ahead of contract, having a clear contract baseline, recognising the broader implications of contract change, the need for timeliness and the consequences of failing to meet the contracted timetable.
This practical one-day programme has been designed specifically to give engineers, project staff and others just that understanding. The course is designed principally to provide engineers and project staff with an appreciation of contractual obligations, liabilities, rights and remedies so that they understand the implications of their actions. It is also suitable for business development staff who are negotiating contracts on behalf of the business.
The main focus of the day is on creating an awareness of when a situation may have commercial implications that would harm an organisation's business interests if not recognised and handled appropriately and how taking a positive but more commercial approach to those situations can lead to a more positive outcome for the business. As well as providing an understanding of the commercial imperatives the day also focuses on specific areas affecting engineers and project staff, such as the recognition and management of change, the risks when working outside the contract and managing delays in contracts. The course identifies the different remedies that may apply according to the reasons for the delay and provides some thoughts on pushing back should such situations arise.
On completion of this programme the participants will:
appreciate the need for contractual controls and will have a better understanding of their relevance and how they can be applied, particularly the issues of starting work ahead of contract, implementing changes and inadvertently creating a binding contract by their behaviour;
have gained an understanding of the terminology and procedural issues pertaining to contracting within a programme; and
be more commercially aware and better equipped for their roles.
1 Basic contract law - bidding and contract formation
Purpose of a contract
Contract formation - the key elements required to create a legally binding agreement
Completeness and enforceability
Express and implied terms
Conditions v warranties
The use of, and issues arising from, standard forms of sale and purchase
Use of 'subject to contract'
Letters of intent
Authority to commit
2 Change management
Recognising changes to a contracted requirement
Pricing change
Implementation and management of change
3 Key contracting terms and conditions
By the end of this module participants will be able to identify the key principles associated with:
Pricing
Getting paid and retaining payment
Cashflow
Delivery and acceptance
Programme delaysExamining some reasons for non-performance...Customer failureContractor's failureNo fault delays
... and the consequences of non-performance:
Damages claimsLiquidated damagesForce majeureContinued performance
Waiver clauses and recent case law
Use of best/reasonable endeavours
Contract termination
4 Warranties, indemnities and liability
Express and implied warranties
Limiting liability
5 Protection of information
Forms of intellectual property
Background/foreground intellectual property
Marking intellectual property
Intellectual property rights
Copyright
Software
Confidentiality agreements
Internet