TRAINING OUTLINE

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Greeting / Introduction of participants and coach

I.  Introduction of the topic 

1. Goal of this training 

2. When things went wrong
   Case studies

II.   Truths and myths about contracts -
The role of contracts in your day-to-day business 

1. Contracts and its main functions. 

    a. There is no such thing as a “law-free space” - legal relationships are everywhere. 

    b. The legal relationship and its various layers. 

    c. How can contracts protect and advance my business? 

2. How do contracts interact with business goals, business risks, and processes?

    a. How risks and goals define your work processes and contract drafting.

    b. Get rid of crusty heritage that does not serve the business goals. 

3. Elements of a Contract 

    a. Contract formation.

    b. Appearance of contracts & the various elements of a contract.

4. Negotiation of a contract

    a. First step – Confidentiality Agreement.

    b. Why negotiating a contract and when should I involve a lawyer?

    c. Misperceptions that significantly risk my business’ success.

    d. Negotiation leverage and intensity.

    e. Negotiation tactics. 

5. Contract drafting – not just a task for lawyers.

     a. Drafting tips.

    b. Ambiguities and its disastrous effects. 

- Coffee break - 

III.  Procurement (Raw Materials, Consumables, Services)

1. Evaluating goals and risks of purchase agreements. 

    a. Goals (getting what I pay for - quality, quantity, and timing).

    b. Factual factors that define the risks profile.

    c. Risk evaluation exercise.

    d. Strategies to achieve goals and minimise risks. 

    e. Assessing and minimising common risks under supplier terms.

2. Traps in the quotation process. 

3. Traps when issuing a purchase order - how to handle conflicting supplier terms? (“battle of forms”). 

4. Traps referring to supplier quotes. 

5. Structuring and managing ordering & forecasting to ensure business success. 

6. Being squeezed between customer expectations and supplier capabilities? - The “Piggy-in-the-Middle Problem”.  

7. Structuring pricing. 

8. Protection via statutes? (Consumer laws? Sale of Goods Acts? CISG?). 

- Lunch - 

IV. Manufacturing 

1. Buying my own equipment

    a. Getting what I paid for (required quality, performance, timely delivery).

    b. Structuring the various acceptance milestones and payment instalments.

    c. Tips and exercise for drafting an equipment specification. 

    d. Assessing and minimising common traps in supplier terms.

2. Engaging a toll manufacturer 

    a. Reasons for outsourcing. 

    b. Selecting the right toll manufacturer.

    c. Avoiding disputes, delays, and extra costs.

3. In either case: defining needs (critical!) – e.g., functionality, product characteristics, yield, costs, scale up potential, etc. 

4. Protecting intellectual property in the manufacturing process.

- Coffee break - 

V. Sales 

1. Understanding and limiting my responsibilities under B2B and B2C contracts.

2. Complying with consumer protection and product liability requirements to avoid penalties or damage to reputation.

3. Case studies.

4. Assessing and minimising common traps in customer terms.

5. Implementing my back-to-back obligations into my supply contracts (raw material planning, forecasting, ordering, lead times).

6. A few words about export.

VI. Contract management and alternative dispute resolution 

1. How do I refine my business processes to:

    a.  leverage my contractual rights (“use it or lose it”)

    b.  manage my contractual obligations.

2. Case studies.

3. Which tools help me to manage my contracts?

4. How do I solve disputes whilst maintaining the relationship with the contract partner?

VII. Implementation strategies 

1. How can the company’s management ensure that the lessons learned are implemented?

2. Which structures and roles are required to
   facilitate and monitor the implementation?

VIII.  Homework Task