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CONTRACT MANAGEMENT: LEGAL
PITFALLS & HAZARDS |
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(Course Outline) |
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Module 1. What is Contract Management? |
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A. Acquisition cycle
as a process |
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B. Contract
management as a process |
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C. Sources of law
affecting Contract Management |
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D. Elements of a
legal contract |
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space |
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Module 2. Legal
issues from within & outside affecting Contract
Management |
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A. Who are the
Contract Manager's clients? |
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B. Evaluating your
client's needs |
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C. Limitations from
inside the company |
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D. Recognizing
conflicts with existing contracts |
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E. Addressing the
"make-it" or "buy-it" problem |
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F. Regulations
affecting every kind of contract |
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G. How to determine
what regulations affect your contract |
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H. Regulations
specific to certain industries |
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I. Regulations
specific to certain projects |
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J. Market share and
other anti-trust issues |
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space |
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Module 3. Choosing
the right vendor |
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A. Legal requirements
to qualify suppliers |
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B. Role of Non-disclosure
/ confidentiality Agreements |
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C. Proper management
of the bidding process |
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D. Formal vendor
selection |
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E. Cautions in
contract negotiations |
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space |
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Module 4.
Selecting the best contract vehicle |
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A. Choosing between
"short" vs. "long" contract forms |
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B. Form vs.
negotiated contract |
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C. Choosing the right
compensation type (lump sum, costs plus, etc.) |
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D. Use, benefits and
dangers re "Statement of Work" |
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space |
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Module 5. Dealing
with special "risk" related provisions |
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A. How "risks"
are allocated within contracts |
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B. F.O.B. / Risk of
Loss |
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C. Warranty &
Limitations on Liability |
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D. Indemnification
and hold harmless provisions |
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E. Force Majeure |
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F. Intellectual
property |
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G. Insurance &
subrogation |
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H. Bankruptcy |
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I. Foreign
jurisdiction & laws |
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J. Methods for
dispute resolution |
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space |
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Module 6. Creating
effective contract documentation |
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A. Buyer-input to the
contract documents |
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B. Seller-input to
the contract documents |
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C.
Organizing and "packaging" contract documents |
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D.
Importance of prioritizing contract documents |
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| Module 7.
How to secure, monitor & enforce performance |
space |
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| A. What
"approvals" are necessary for legally binding
contracts |
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| B. "Approvals"
which are ineffective |
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| C. Ways and
means to "secure" performance |
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D.
Requirements to preserve and enforce security for
performance |
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E. Meaning
and use of "escape clauses" |
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F. Meaning
and use of "price escalations" clauses |
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G. Contract
problems with "quality specifications" |
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H. Why
"minimum" quantify requirements? |
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I. Need to
and benefit of "monitoring" performance |
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J.
Monitoring and enforcing quality |
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K.
Complying with "federal, state, and local laws" |
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L.
Potential problems with "safety" laws &
company programs |
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M.
Insurance compliance issues in contracting |
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N. Use and
benefit of client feedback and surveys |
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O. Using
periodic supplier review |
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P. Meaning
and benefit of "tickler" system |
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Q.
Effective use of Contract Audits |
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space |
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Module 8.
Asserting or defending against contract claims |
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A.
Intentional modification of contract rights |
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B.
Unintentional modification of contract rights |
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C. Rejected
goods and other related issues |
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D.
Misdelivered goods |
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E. Using
"releases" to finalize settlements |
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space |
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Module 9.
Potential pitfalls of the "closeout" process |
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A. Meaning
and use of "retention" |
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B. What is
"right of set off" |
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C. Dealing
with "punch list" performance |
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D. Avoiding
and removing mechanic's liens |
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E.
Protection against dangers of Bankruptcy |
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F. Follow
up on "confidential materials" & related
matters |
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space |
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Module
10. Avoiding "post-closeout" problems |
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A. When
& how to release security (bonds, letters of credit,
etc.) |
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B.
Effective use of the contract audit |
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C. Warranty
claims |
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D. Non-competition
covenants |
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E.
Publicity, endorsements, etc. |
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F.
Perfecting ownership in intellectual properties |
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G.
Systematic improvement - post mortems &
recommendations |
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