Essentials of Preparing & Negotiating Contract Terms

Marketing Institute of Singapore (MIS)

Course introduction

Do you know the difference between “Agreement” and “Contract”? Business contracts are a lifeline for any organisation’s profits.  Through such contracts, the money will flow.  If the contract is not carefully negotiated, prepared and managed, the organisation can be exposed to risks with costly contractual disputes and financial losses.  So it is important when doing any business to understand and know what and how to use your contract to suit particular circumstances. Ignorance is not a privilege. It is a misfortune. The course will equip those preparing the scope of work and pricing document with an effective solid drafting skills and appreciation of the principles of contractual interpretation.  This course will also explain what critical terms and clauses to negotiate for when reaching an agreement.  The golden tips of drafting will also be given.  You do not need to have prior legal knowledge to attend this highly interactive and interesting course.  

Course Benefits

Learning Outcomes:

  • Sharing excellence in best practices & tips in preparing & negotiating commercial projects
  • Knowing the meaning of words used in contract terms
  • Learning the principled negotiation PIOC techniques in commercial agreements
  • Mastering how to get other party to say “Yes” to all your terms & conditions
  • Overcoming obstacles in difficult negotiations
  • Identifying negotiation strategies to deal with tricks and tactics
  • Understanding the purpose & role of contracts
  • Appreciating the structure and content of commercial contracts
  • Choosing the right contract clauses to protect your organisation needs
  • Sharpening the fundamental basic drafting skills
  • Enhancing learning by participating in exercise for contract preparation

Target Audience

Project Director, Project Manager, Contract Administrator and Manager, Procurement Officer, Contracts Executives & Managers, Programme & Business Managers, Project Engineers and Commercial Managers, Directors, Financial Controllers & finance and operation executives, Credit executives and accounts supervisors, Maintenance Managers, Marketing & Sales Directors, Business Advisers, Bank officers, Consultants, Company Secretaries and any other Professionals who prepare & negotiate commercial contracts.

Course Outline

Preparing Contracts
Contract planning & Contracting Strategy

  • how to start from the beginning
  • using standard form contracts
  • boilerplate clauses (standard terms)
  • which clauses to use? And why? And when?
Basic Drafting Skills & Practical Tips
  • format and structure of commercial contracts
  • the Hexagon Drafting principles for drafting success
  • brevity and clarity in drafting
  • importance of punctuation & recitals
  • the 10 Golden Drafting Rules
  • what the common drafting mistakes to avoid?
  • what is the most powerful layout device in drafting?
Principles of Contractual Interpretation
  • Golden rule for contract interpretation
  • literary rule
  • contextual rule
  • technical or jargon meaning
  • define in definitions & interpretation clause
  • contra proferentum rule – exclusion clauses
  • ejusdem generis rule (of the same kind rule)
Important Contract Terms to Consider
  • payment and performance provisions
  • risk allocation, liability, insurance, guarantees
  • representation and warranties
  • indemnities and exclusions
  • sharing best practice in tailoring your limitations of liability clause to meet your needs
  • force majeure clause – doctrine of frustration
  • default and termination clauses
  • consequential loss, cumulative remedies and damages
  • dispute clauses, mediation and arbitration
  • proper law and jurisdiction
  • intellectual property rights– foreground & background
  1. patents, copyrights and trademarks
  • entire agreement clause
  • notices clause
  • severability clause
Negotiating Contracts
Excellence in Negotiation Strategies
  • positional bargaining
  • principled negotiation PIOC techniques
          -separate “people” from “problem” 
          -focus on interests, not positions
          -create options for mutual gain
          -insist to use objective criteria
  • identify yours and their BATNA
  • recognise dirty tricks & combating these
  • the 5 tips for breaking deadlock situations
  • sharing 12 practical tips in preparing negotiation
  • Case study: The Unfair Advantage
  • 8 tips for power communication & principles of persuasion
  • know the pitfalls in negotiation   
The 5 Break-Through Strategies for Difficult Negotiations
  • do not react
  • go to the balcony
  • don’t argue, listen actively
  • don’t reject, but reframe
  • don’t push, build a golden bridge
  • Go slow to go fast – by drawing negotiations to an effective closure
  • don’t escalate but use power to educate       
Preparation for Closing Negotiation
  • proceeding to agreement
  • documenting the agreement
  • reviewing the agreement
  • following-up the agreement

Available Course Sessions

Please click here to stay updated on upcoming sessions.

Trainer Profile

Prof Catherine Tay Swee Kian

Prof Catherine Tay Swee Kian is an Associate Professorial Fellow lecturing law at the National University of Singapore, Department of Strategy and Policy (NUS Business School). She is also an Advocate and Solicitor of the Supreme Court of Singapore and an author of several law books. She is Associate Director of Bernard & Rada Law Corp.

Prof Tay studied law at Queen Mary College, University of London and graduated with a Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance Laws. She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson.

She was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime. She has presented papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore. Prof Tay is an examiner on law subjects for a number of professional bodies in Singapore and overseas. She conducts in-house seminars for hospitals, banks, statutory boards, hotels, commercial firms and companies, clubs and associations.