The Role and Responsibilities of the Contracts Manager

Course Overview

This interactive programme will examine the contract after it has been signed and has to be implemented as written and will focus on giving you the necessary knowledge, tools and processes to be able to read and review contracts. It will also give you the understanding and skills to communicate to others, internally and externally, the ‘as sold’ contract meaning to ensure that all promises are completed and that all parties remain within the protection of the legal agreement and are aware of the possible risks, liabilities and consequences if promises are broken.

You will learn how to apply a logical, systematic and comprehensive approach to reading, managing and implementing a contract so that you are confident and fully appreciate what is required of you, your team and the other contracting party(ies) to satisfy the legal obligations laid out in the contract. You will also be provided with a clear understanding of all the legal obligations and liabilities included within contract terms and conditions and gain valuable knowledge of best practice for monitoring and assessing the progress of contracts to ensure that they are actioned successfully and efficiently to provide the
best outcome possible for your organisation.

Drawing on the expert trainer’s real-life experiences and using many workshop-style exercises and examples, the topics will be brought to life to help embed learning. There will also be ample opportunity to network with others in similar roles across different organisations.

Whether your contracts are local, national or global this programme will:

• Boost your knowledge to understand and manage the legal obligations and requirements set out in the contract
• Inject you and your project team with the energy to fulfil your obligations and ensure an effective working relationship with stakeholders
• Anticipate where potential risks may arise and proactively manage them to minimise, or neutralise, their impact on the project
• Deliver a toolkit of best practice techniques to use successfully on your next project

Why You Should Attend

As a contracts manager you have the important and, sometimes, onerous responsibility of administering your organisation’s contracts in the most efficient and effective way. This practical course provides an in-depth look at the extensive role and responsibilities of the contracts manager and will give you a comprehensive understanding of agreements and their terms.

To ensure the smooth execution of a contract and enable proactive management of potential risks, it is vital to have clarity between the parties of the promises made and the liability allocation. You need to fully understand the contract management framework and best practice to reduce risks in contract delivery, and successfully manage supplier relationships.

This seminar will help you to:

• Understand the structure of a legal contract
• Be confident that you are operating under a legally binding contract
• Appreciate fully what has been agreed between the contracting parties and what the legal obligations and responsibilities of each are
• Recognise the allocation of risk between the contracting parties
• Realise what the consequences will be if either party does not comply with the contract and fails to satisfy their legal obligations
• Grasp the importance of being proactive in establishing a project plan, monitoring work, driving progress and managing risk
• Value the benefits of undertaking a recap at the end of a contract’s life so as not to repeat mistakes made and to gain from the learning curve of ‘what went well’
• Master new skills through the use of practical hands-on exercises and cases with feedback from the expert trainer

Practical exercises, facilitation and discussion sessions are used throughout the course to ensure delegates have a clear appreciation of the added value gained from being proactive in the planning and management of a contract. Attendees will be shown how to anticipate problems and resolve them before they become critical and potentially very costly, rather than managing the project in a reactionary manner.

Who Should Attend?

The course will be beneficial to every member of the project and contract delivery team including:

• Contracts managers
• Project managers
• Commercial managers
• Finance managers
• Business development managers
• Procurement managers
• Contract administrators and officers

This highly experiential programme is a must-attend event if you are:

• Managing the execution of commercial contracts
• Accountable and/or responsible for the successful completion of contracts
• Involved in the drafting and negotiation of final contract documents
• Unclear of the obligations that contracts place legally on you and your organisation
• In need of a refresher on the risks associated with a project

This seminar has been designed for non-lawyers

Programme – Day One

Understanding the structure of a legal contract from the contracts manager’s perspective

• What is required for a contract to be legally binding? LILAC
• Understanding what could make the contract void
• Offer and acceptance – what they mean in practice
• Invitation to treat
• Letter of Intent, Authority to Proceed, Heads of Agreement
• Legal status of a verbal vs a written contract: acceptance in writing, verbally or by conduct and their implications

PRACTICAL EXERCISE: Co-op vs ICL (International Computers Limited now part of Fujitsu)

Identifying and engaging key stakeholders

• Understanding the level of engagement needed for each stakeholder
• Skills for effective teamworking – ensuring good communication within the project team
• Ensuring the project team has the capacity and the capability to fulfil the contract
• Communicating the contract requirements to the project team
• Instilling value-for-money behaviours and actions
• Assigning responsibility and accountability
• Monitoring contract execution and providing feedback to stay on track

• Understanding the starting point – implied terms
• Understanding if and how express terms amend or deviate from implied terms and how they affect the contract in practice

PRACTICAL EXERCISE: Silence – focusing on key contract law acts, eg Sale of Goods Act

Recognising the promises of the contracting parties and their implications

• Implications of the ‘what’, ‘when’ and ‘how much’ clauses
• Understanding the scope of work/specification, including:
  • Promises of the supplier and customer
  • Acceptance criteria/measurement mechanism
• Implications of the ‘Reasonable’ rule in English contract law
• Importance of using the ‘Definitions’ section in the contract

PRACTICAL EXERCISE: Reviewing a scope of supply – identifying and interpreting the promises of each party and reviewing ambiguity

Proactive management of suppliers and subcontractors

• The right to review, audit, monitor and drive progress of the contracting parties
• Developing KPIs and monitoring against agreed performance goals
• Service level agreements and motivating suppliers
• Identifying risks and problem solving to keep the contract on track
• Intellectual property rights and avoiding infringement
• Non-disclosure agreements and managing confidential information

Programme – Day Two

Risk identification and management to ensure contract completion

• The five stages of risk management: identification, evaluation, mitigation, continuous monitoring, lessons learnt
• Categories of potential risk and their implications
• Passing, capping and limiting risk clauses

PRACTICAL EXERCISE: Storyboarding – creating a risk register: identifying all the potential risks and which of the contracting parties is responsible/liable for which risks

Understanding the consequences of breach of contract

• Risk of termination of the contract if a party breaks their promise/breaches the contract
• Compensation, not penalty – the considerations
• Force majeure and the Frustrated Contracts Act

Understanding allocation of risk between the contracting parties

• Passing commercial risk/liability with disclaimers, exclusion and indemnity clauses
• Limiting commercial risk/liability with limit of liability clauses – liquidated damages
• How to manage risk with Plan Bs – warranty clause
• Unfair Contract Terms Act
• Also consider liability in tort/civil law

PRACTICAL EXERCISE: Review of a sample contract using a ‘toolkit’ to identify and evaluate commercial risks

The five stages of managing commercial risk

• Identifying the potential risks
• Evaluating and analysing the risks
• Proactive risk management – developing an action plan
• Monitoring of the risks and their potential impact
• Best practice – evaluating the lessons learnt ready for the future

PRACTICAL EXERCISE: Traffic light analysis: probability and impact, cost and schedule

• Proactive risk management strategies
  • Mitigation/contingency planning
  • Solutions not problems approach
  • Optimum outcome if ‘best’ outcome is not possible
  • Moving the project forward – practical remedies

PRACTICAL EXERCISE: Proactive risk management: mitigation and contingency planning