PL1.05.2: Introduction
This module is intended to equip the trainee with the necessary legal knowledge, skills and attitudes that will enable him/her to manage commercial agreements and negotiations in procurement and supply
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PL1.03.2: General objectives of the course
At the end of the course, the trainee should be able to: Recognize the main legal issues that relate to the information of legal relationships in supply chain, Interpret implied and expressed contractual terms that impact on procurement and supply, Appreciate the contractual agreements and their impacts on relationships among different parties in procurement and supply, Demonstrate an understanding of the causes for breach of a commercial agreements and the recourse available to the injured party, Apply the legal implication of contractual non-performance and termination of contracts in procurement and supply, Demonstrate an understanding of the benefit of contract negotiation, its approaches and techniques, Appreciate negotiation resources, process and relationships, Apply effective communication skills and conflict resolution in contract negotiation, Address ethical issues in contract law and negotiation and Appropriately respond to emerging issues in contract law and negotiation.
COURSE OUTLINE
PL1.5.01: CONTRACT FORMATION BETWEEN SUPPLIER AND PURCHASER
Competence
The trainee should have the ability to assess the legal issues that relate to creation of commercial agreements.
Content
Theory
- Key terms used in contracting
- Essential elements of a valid commercial agreement: invitation to treat / negotiate; offer; acceptance; consideration; intention; and capacity to contract
- Void and unenforceable contracts
- Duress and undue influence i. Misrepresentation Mistake iii. Void, voidable and illegal contracts
- Format for commercial agreement
- Oral, written contracts and electronic contracting
- Precedence of legal terms that apply in contracts
Practice
- Discussion of the essential elements of a valid commercial agreement
PL1.5.02: THE EXPRESS AND IMPLIED TERMS THAT RELATE TO CONTRACTS IN PROCUREMENT AND SUPPLY
Competence
The trainee should have the ability to apply the express and implied terms that relate to contracts in procurement and supply
Content
Theory
- Definition of express and implied terms
- The express terms that are commonly applied in contracts in procurement and supply
- The implied terms that relate to contracts in procurement and supply of goods
- Standard terms of contract
- The implied terms that relate to contracts in the procurement and supply of services
Practice
- Discussion of the importance of the express terms relating to the time of performance, price, testing, inspection, acceptance, contract variation and extension/renewal
- Compare and contrast between the implied terms in contracts for supply of goods and contracts for supply of services.
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PL1.5.03: CONTRACTUAL AGREEMENTS AND THEIR IMPACT ON RELATIONSHIPS AMONG DIFFERENT PARTIES IN PROCUREMENT AND SUPPLY
Competence
The trainee should have the ability to advise which type of contractual agreement would be appropriate for a particular procurement and the related impact on relationships.
Content
Theory
- Types of contractual agreements
- Blanket, cal-off and systems contracts
- Framework agreements Service contracts
- Hiring and leasing
- Sub-contracting and outsourcing
- Creation of agency
- Rights and obligations of the parties
- Features of bailment in relationships
- Doctrine of Privity of contracts and exceptions there-to
- Assignment and sub-contracting
- Novation
- Negligence: product liability and defective goods
- Consumer Protection Act
- Tort of negligence and remedies thereof
- Intellectual property rights regulations in contracts for procurement and supply
- Patent Act
- Trademark Act
- Copyright Act
- Confidentiality and Non-disclosure agreements
- Competition, bribery and corruption
- Competition
- Enforcement of competition law
- Free trade agreements
- Codes of practice on completion
- Bribery and corruption
- Nature of bribery and corruption
- Bribery, gifts and hospitality
- Ethics and Anti-corruption Commission (EACC)
- Money laundering
Practice
- Discussion of the circumstances under which money may be laundered and state the specific measures which all the business are required to adopt to prevent the same
- Discussion of the main features of each type of arrangement
PL1.5.04: TERMINATION OF CONTRACTS IN PROCUREMENT AND SUPPLY
Competence
The trainee should have the ability to identify and advise on what constitutes termination of contracts in procurement and supply
Content
Theory
- Circumstances under which contracts may be terminated
- Performance
- Previous agreement
- Breach
- Frustration
- Misrepresentation
- Remedies for breach
- Penalty clauses
- Limitation of liability
- Contractual provisions for performance
- Clauses for default
- Legal consequences of terminating contracts
Practice
- Discussion of the contractual provisions for non-performance
- Discussion of the remedies available in the event of breach
PL1.5.05: CONTRACT NEGOTIATION
Competence
The trainee should be able to explain the meaning, scope and importance of contract negotiation
Theory
- Definition of the terms used in contract negotiations
- Importance of negotiation
- Setting objectives in contract negotiations
- Best Alternative to a Negotiated Agreement (BATNA) and the Breaking points in negotiations
- Factors influencing negotiation
- Theories of negotiation
- Game theory
- Prisoner’s dilemma theory
- Types of negotiations
- One time negotiation
- Ongoing negotiations
- Commercial negotiations
- Characteristics of effective negotiation
- Challenges and barriers to effective negotiation
Practice
- Discussion of importance of contract negotiation in supply chain management
PL1.5.06: APPROACHES AND TECHNIQUES IN CONTRACT NEGOTIATION
Competence
The trainee should be able to compare the different approaches and techniques in contract negotiations
Content
Theory
- Approaches to negotiation:
- Win- Win integrative approach
- Win-lose distributive approach
- Lose-lose approach
- Techniques of negotiation:
- Gathering information
- Conducting the negotiations through mediator
- Using experts
- Communicating persuasively
- Self-expression: Aligning intent and impact
Practice
- Discussion of the approaches and techniques in contract negotiations.
PL1.5.07: NEGOTIATION RESOURCES, PROCESS AND RELATIONSHIPS
Competence
The trainee should have the ability to effectively manage the resources, processes and relationships in contract law and negotiation.
Theory
Content
- Location – Home, away and neutral
- Negotiators
- Tools of communication
- Layout and surroundings
- Stages of negotiation
- Relationship spectrum
- Key elements in effective supplier relationship in contract negotiations
- Open book negotiations – merits and demerits
- Repairing relationships in contract negotiations
- Situational and institutional approaches to relationships in contract negotiations
Practice
- Choice of resources required for contract negotiation
- Outlining of the contract negotiation process
- Discussion of the effective supplier relationships in contract negotiations
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PL1.5.08: EFFECTIVE COMMUNICATION SKILLS IN CONTRACT NEGOTIATION
Competence
The trainee should be able to communicate effectively in contract negotiation.
Content
Theory
- Communication skills
- Types of questions asked
- Effective listening
- Push and pull behaviors
- Non-verbal communication
- Influence of culture in contract negotiations
Practice
- Discussion of the various types of questions used in negotiation
PL1.5.09: DISPUTE RESOLUTION IN CONTRACT LAW AND NEGOTIATION
Competence
The trainee should have the ability to analyze the main mechanisms for dispute resolution in contract law and negotiation.
Theory
- Circumstances under which contractual disputes arise
- Approaches to dispute resolution
- Negotiated settlements
- Litigation
- Alternative dispute resolution mechanisms
- Arbitration
- Adjudication
- Mediation
- Conciliation
- Styles of handling conflicts
- Competition
- Accommodation
- Avoidance
- Compromise
- Collaboration
- Changing a conflict to mutual problem solving process
Practice
- Discussion of the alternative conflict resolution mechanisms used in contract law and negotiations
PL1.5.10: ETHICAL & LEGAL ISSUES IN CONTRACT NEGOTIATION & INTERNATIONAL CONTRACTS
Competence
The trainee should be able to demonstrate understanding of the ethical and legal issues relating to contract negotiations in international procurement and supply.
Content
Theory
- Meaning and purpose of ethics in contract negotiation
- Steps in ethical negotiation
- Reasons for unethical behavior in contract negotiations
- Consequences of unethical conduct in contract negotiations
- Legal issues in contract negotiations
- Features of international procurement and supply contracts
- Challenges associated with international contracts of purchasing and supply
- Different legal systems
- Common law systems
- Civil law systems
- Muslim law system
Practice
- Discussion of unethical behavior in contract negotiation.
- Discussion of the specific challenges associated with international contracts of procurement and supply
PL1.5.11: EMERGING ISSUES & TRENDS IN CONTRACT LAW & NEGOTIATION
Competence
The trainee should have the ability to cope with the emerging issues and trends in contract law and negotiation.
Content
Theory
- Emerging issues and trends in contract law and negotiation
- Challenges and opportunities posed by the emerging issues and trends in contract law and negotiation.
- Coping with or adopting to the emerging issues and trends in contract law and negotiation
Practice
- Discussion of the challenges and opportunities posed by the emerging issues and trends in Contract Law and Negotiation
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