PROCUREMENT CONTRACTING
Drafting Techniques, Negotiation & Administration
Module 1
Presentation 1 – The Value of Strategic Contracting
- Benefits of Strategic Contracting
- The State of Contracts Management in Top Organizations
- What is a Contract vs. an Agreement?
- What Transactions Should Be Under Written Agreements?
- Contracting Management vs. Contracts Management
Presentation 2 – Best Practices for the Phases of Strategic Contracting
- Phase 1 – Developing Contracts
- Phase 2 – Negotiating Contracts
- Phase 3 – Executing Contracts
- Phase 4 – Measuring Contractual Relationships
- Phase 5 – Nurturing Contractual Relationships
- Phase 6 – Transitioning Contractual Relationships
Module 2
Presentation 3 – Metrics That Matter – Measuring & Managing Contract Portfolios
- KPIs, CTQs, and SLAs
- Key Metrics to Manage Contract Portfolio Performance
- Report Formats for Management
Presentation 4 – Success Factors in Pro-Active Contracting
- Pro-Active vs. Re-Active Contracting (Solicitation & Advance Negotiation Techniques)
- Key Questions
- Tangible vs. Intangible Acquisitions
- Use of Contract Lifetime Management (CLM) Technologies which Empower Strategic Contracting; Key Functionality (Risks vs. Rewards)
Module 3
Presentation 5 – Trends in Contract Formation
- Contract Formats – Master w/SOW vs. Single Document
- Modular Sections (General vs. Special Conditions)
- Template Agreements
- Approved Fallback Clauses
- Auto-Renewals & Evergreens
- “Legalese” versus Business language
- The Rule of Ten
- Proper Sentence Structure
- Referencing of Terms in Master Agreement
- Individual Exercise – Drafting a Contract Element
Presentation 6 – Laws Governing Contracts
- Choice of Governing Law and Venue
- Requirements for a Valid Contract to Exist
- Convention on the International Sale of Goods (CISG)
- Country Law vs. CISG
- Uniform Commercial Code (USA)
- Recent Changes to UCC Article 2
- Common Law (USA)
- International Contracting for Services
- Principles of Agency
- Authorized Parties
Module 4
Presentation 7 – Key Contract Components
- Master Agreements; Exhibits & Schedules; Sections & Clauses; Subsections & Paragraphs; Statement of Work (SOW)
- Terms vs. Conditions – What Are They?
- Riders & Amendments
Presentation 8 – Knowledge of Legal Terms
- Importance of Legal Involvement; Tips for simplifying Legal involvement
- Understanding confusing legal and technical terms
- Risk Management – Balancing Indemnification and Insurance Protections
- Overview of key general terms; liability implications
- Legal Review Matrix
Module 5
Presentation 9 – Contract Special Conditions
- Overview of key special conditions (Licensing; Insurance; IP Right Transfer; Limitation of Liability; Indemnification; Harmful Code, etc.)
Presentation 10 – Statement of Work Development
- Definition of a Statement of Work (“SOW”)
- Four Types of SOW: Functional, Performance, Design, & Level of Effort
- Sources of Information to Create a SOW
- The Role of a SOW in the Solicitation Process
- Examples of SOW Structures (Review of Actual Examples)
- Tips on Writing an Effective SOW
- Building Supplier Performance Metrics into a SOW
- Contract Management “Life Cycle” Responsibilities
Module 6
Presentation 11 – Managing Supplier Performance under a Negotiated Contract
- Monitor Performance & Benchmarking
- Supplier Performance Management Scorecarding
Presentation 12 – Dispute Resolution Tactics (Mediation, Arbitration, Litigation)
- Key methods: Escalation, Mediation, Arbitration, Litigation
- Differences between facilitative mediation vs. evaluative mediation
It is critical that today’s procurement leaders be equipped with solid contract drafting, developing and management skills (including interaction with legal support groups) in a professional manner. Learn how to turn the contracting process into a strategic tool that empowers the supply management organization.
Learn With Mark Trowbridge, CPSM, C.P.M., MCIPS
His 30 years in procurement includes supply management leadership positions in the Services, Financial, & Manufacturing sectors, eventually as Director of Strategic Sourcing & Contracting Management for Bank of America, a global financial services company, where he achieved $250 Million in savings through sourcing and key negotiations of traditional and non-traditional acquisitions. For the last 13 years, Mark has also experienced great success in procurement consulting, exceeding targeted savings objectives on large sourcing projects in the Oil/Gas, Mining, Telecommunications, Governmental, Technology, Health Care, Banking, Manufacturing & Insurance sectors. During his decade-long consulting tenure, Mr. Trowbridge has assisted clients in capturing hundreds of millions in cost reductions. He is one of the original founders of Strategic Procurement Solutions, LLC. Mr. Trowbridge holds a Bachelor’s Degree in Business Administration from Pepperdine University. He earned his Certified Purchasing Manager (C.P.M.) designation from the Institute for Supply Management (I.S.M.) in 1993, and Lifetime Certification in 2003. He also is a Certified Professional in Supply Management (CPSM). His MCIPS certification was granted by CIPS in 2011. Mark is currently an active member of the I.S.M., CIPS, and the National Contract Management Association. He is an invited guest speaker for supply management groups, including numerous seminars for global clients and professional associations. He has been a featured speaker at the last ten I.S.M. international conferences. His LinkedIn profile is among the 1% most-viewed out of that organization’s 250 Million members. Mr. Trowbridge has written featured articles for Supply Chain Management Review, eSide Supply Management, Inside Supply Management and Strategic Procurement Solutions own online Best Practices in Supply Management Journal (the latter of which is distributed bi-monthly to more than 13,000 global procurement professionals).