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Contract Risk Management

22-23 Nov, 2021, Virtual Classroom Training

IPA Training is Registered with

Venue Details

Virtual Classroom Training


Contact us

FOR COURSE DETAILS

Juliany,

Office: 03 2283 6109

Mobile: +60 122281247

juliany@ipa.com.my

Phoebe,

Office: 03 2283 6100

Mobile: +60 193637822

phoebe@ipa.com.my

Bee Teng,

Office: 03 2282 6112

Mobile: +60 172566121

beeteng@ipa.com.my

FOR CUSTOMISED IN-HOUSE TRAINING

Jane,

Office: 03 2283 6101

Mobile: +60 129418251

jane@ipa.com.my

Keith,

Office: 03 2283 0000

Mobile: +60 162272735

keith@ipa.com.my

ADDRESS

A-28-5, 28th Floor, Menara UOA Bangsar,
No.5, Jalan Bangsar Utama 1,
59000 Kuala Lumpur

FOCUSING ON
A. PRE-CONTRACTUAL PHASE
  • Compliance Platform
  • Types and Management of Risk
  • Negotiation Phase

B. CONTRACT DESIGN AND MANAGEMENT PHASE

  • Minimizing and Transferring Risk
  • The terms of the contract
  • Limitation and Exclusion of Damages
  • Risk Related Contractual Terms & Conditions
  • Dealing with Financial Risks

C. CONTRACT CESATION PHASE

  • Termination, Force Majeure
  • Boilerplate Clauses
  • Remedies for Breach or Non-Compliance
COURSE OBJECTIVE

The key functions of contracting are to ensure that risks to owners and contractor are identified and managed in a way that both parties are satisfied with the project outcome. While a contract cannot, of itself, make risk “disappear”, it can, and should, identify the risks, determine who is responsible for managing each individual risk, and for the consequences should the risk occur.

The following are the focus of this course:

  • Understandings Of The Risk Mitigation Process
  • Knowledge To Move Contracts From The Tactical To A More Important Strategic Focus
  • Ability To Identify Risks That Can Arise
  • Skills In Allocating Contract And Procurement Risk
  • Examples Of Contract Terms And Conditions Which Allocate Risk
AFTER ATTENDING THIS COURSE YOU WILL RETURN TO YOUR JOB…
  1. Understanding of how risk arises.
  2. Comparing different methods of identifying and assessing risk.
  3. Reviewing the impacts of different approaches to risk allocation.
  4. Exploring different Contract types to transfer risks.
  5. Considering the contractual techniques to ensure effective risk allocation.
  6. Reviewing risk management techniques during the life of a contract.
  7. Developing risk identification and assessment skills.
  8. Increasing your understanding of the alternative methods of allocating risk.
  9. Improving your understanding of different approaches to managing risk during a contract.
  10. Improving the ability to reduce the negative impact of poorly- managed risk on a project or a company
WHO SHOULD ATTEND
  • Procurement Managers & Executives
  • Contract & Client Managers & Executives
  • Project Managers/Leaders
  • Technical Team
  • Quality Assurance Managers/Executives
  • GLC And Government Contract Officers
  • In House Legal Advisors/Managers/Executives
  • Finance & Admin Officers
  • Entrepreneurs, Etc.
METHODOLOGY
  • Highly Interactive Session, with a bilateral approach to the subject matter allowing participants to share incidences at respective work locations.
  • Mind Mapping and Recap Sessions
  • Case Studies on various reported Cases
  • Group Activity and Presentation
COURSE CONTENT
 

A. PRE-CONTRACTUAL PHASE

9:00

Compliance Platform

  • Legal
    - Contracts Act 1950
    - Sales of Goods Act 1957
    - Personal Data Protection Act 2010
    - Malaysian Anti-Corruption Commission Act 2009
    - Competition Act 2010
  • Standard
  • Best Practise


10.45

Types and Management of Risk

  • The Need for Contractual Relationships
    - Scope of Wok Analysis
    - Defining qualifications need to complete task
    - Formation of Selection Criteria
  • Defining Risk
  • Categories of Risk for Both Sides of a Contract
  • Risk Assessment Process
  • Managing Risk
  • Qualifying Suppliers
  • Defining Internal Control
  • Proportionality of Control
12.00

Negotiation Phase

  • Non-Disclosure Agreement
    - Agreement between parties
    - Covenant Period
  • The 5 Stages of Negotiation: -
    - Preparation and planning.
    - Definition of ground rules.
    - Clarification and justification.
    - Bargaining and problem solving.
    - Closure and implementation.
  • Obligation of parties to be ironed out
  • Do’s and Don’ts within the ambits of the law to be disclosed during this process
  • Business Continuity Planning Analysis between parties
  • Documentation of the negotiation meeting.
  • Ensuring no non-competitive conduct is agreed upon between parties
1:00 Lunch
 

B. CONTRACT DESIGN AND MANAGEMENT PHASE

2:00

Minimizing and Transferring Risk

  • Transferring Risk through Contract Types
  • Firm Fixed Price or Lump Sum Contracts
  • Cost Reimbursable Contracts
  • Incentive Contracts
  • Award-Fee Pricing Arrangements
  • Indemnities
  • Insurance
  • Supplier Management
    - KPI
    - Performance Review
    - Compliance Inspection (Supplier Audit)
  • Consequence Management
    - Disciplinary Process
3.45

The terms of the contract

  • Express Terms
  • Oral Statements
  • Written Terms
  • Parol Evidence Rule
  • Implied Terms
    - By law
    - By custom and usage
    - By Statute – Sale of Goods Act, Unfair Contract Terms Act
5:00 End of Day 1
DAY 2
9:00

Limitation and Exclusion of Damages

  • Indirect and consequential loss
  • Loss of profit
  • Excluding and limiting claims
  • Caps on liability
  • Positioning of clause
  • The special test for exclusion clauses
  • Checklist for Limitation and Exclusion clauses


10.45

Risk Related Contractual Terms & Conditions

  • External Events
  • Force Majeure
  • Strikes and Other Labour Disputes
  • Risk and Title
  • Use of ICC Incoterms
  • Assignment and Novation
  • Other Clauses that Need to Flow Down to Sub-contractors
  • Risks Associated with Sub-Contractors
  • Non-Competitive Clauses and Non-Competitive conduct
12.00

Dealing with Financial Risks

  • Controlling Risk Associated with Payments
  • Currency Risk
  • Economic Risk
  • Fraud and Corruption
  • Limiting or Excluding Liability
  • Distinctions between Liability in Contract, and the General Law
  • “Gross Negligence”
  • A Review of Some Sample Clauses from Standard Contracts, and other Real Documents
1:00 Lunch
 

C. CONTRACT CESATION PHASE

2:00

Termination, Force Majeure

  • Triggers
  • Process
  • Consequences
  • Effect on other rights
  • Breach of contract
  • Force Majeure
  • Drafting a termination clause – checklist
  • Drafting a Force Majeure clause – checklist
 

Boilerplate Clauses

  • Why you should not “cut and paste”
  • Agency/Partnership
  • Assignment and sub- contracting
  • Conflicts of language
  • Entire agreement
  • Insolvency and bankruptcy
  • Communication notices
  • Set off
  • Severance clause
  • Time of the essence
  • Waiver
3:45

Remedies for Breach or Non- Compliance

  • Mistakes and Misrepresentations
  • Impracticability of Performance
  • Remedies Generally
  • Types of Remedies
  • Liquated Damages
  • Warranties
5:00 End of Course