A one-day ISM-Austin Professional Development Course with Leslie Marell to explore and understand the global approach to reviewing/ negotiating your Contracts. 8 Continuing Education Hours (CEH) for this training and the inclusion of breakfast and lunch for the day.
Location
Renaissance Austin Hotel
9721 Arboretum Blvd
Austin, TX 78759
Contract Goals
• A global approach to reviewing/ negotiating your Contract:
o Defining the Deal
o Identifying “what can go wrong” issues
Explanation of Important Contract Terminology
• Breach, Liability, Contract Damages (Direct, Incidental, Consequential)
• Remedies at Law
• Limitations of Liability & Importance to Supplier
• Term; Auto Renewal; Termination
• Warranties
• Indemnity: What it means; Why it’s important. Relationship to the above issues
• Insurance: What it covers and doesn’t cover
Importance of the Statement of Work
• Don’t just leave it to your Stakeholder
• Approaches to better collaboration with Stakeholders
• Should we start with the Supplier’s SOW?
• Key Issues to address:
o Deliverables, Payment Milestones
o Acceptance
o Thinking through “real world” worst-case scenarios
Warranties
• “Plain English” explanation
o The “practical” aspects and “legal” aspects
o The FIVE warranties
o Warranty Remedies
• Relationship to SOW
• Issues your Stakeholder should discuss with the Supplier
• Explanation of Implied Warranties; Disclaimers
The “Battles of the Forms”
• What is the Battle of the Forms
o What it is NOT
• Guidelines in “fighting the battle”
• Real world approaches and suggestions to avoid disputes
Demystifying the “Legal” Clauses
• Explanation of underlying concepts
• Discussion of Buyer and Supplier perspectives
• Review of both Buyer and Supplier clauses
o Approaches to negotiation
Working with Legal
• What not to do
• What to do before you give your contract to Legal
• Creating a better working relationship with Legal to get faster/ better counsel.
Techniques of Effective Negotiating
• Approaching Negotiations
• Tips
Major Contract Areas
• TEN Contract Categories/ Areas Identified
• Included are:
o Sample Buyer clauses with explanations
o Sample Seller clauses with explanations
o Clear-cut example clauses for: statement of work, warranties, breach, termination, damages, indemnification, insurance, and boilerplate