Upon completion of this intensive course, participants will be able to:

• Develop a comprehensive, phase-based contractual risk assessment framework.
• Identify critical contractual risk categories, including financial, legal, operational, and reputational risk.
• Design and implement effective mitigation strategies through clause drafting and negotiation.
• Translate organizational compliance policies (e.g., FCPA, GDPR) into binding contract language.
• Establish a systematic process for monitoring and reporting on contract compliance performance.
• Use risk matrices and scoring models to prioritize high-impact, high-probability risks.
• Negotiate favorable terms concerning liability limitations, warranties, and force majeure events.
• Embed internal control checks into the contract execution and post-award management phases.

• Contract Risk Managers and Specialists
• Compliance Officers and Auditors
• General Counsel and Corporate Lawyers
• Procurement and Supply Chain Leaders
• Commercial Directors and Sales VPs
• Internal Audit Professionals
• Project and Program Managers

• Interactive risk identification and mitigation workshops using real-world scenarios.
• Case studies analyzing the impact of major regulatory fines due to contract failure.
• Group exercises on mapping compliance requirements to contract terms.
• Individual assignments focused on redlining liability and indemnity clauses.
• Discussions on best practices for internal control and audit trails in contracting.

Unit 1: Foundations of Contractual Risk Assessment

• Introduction to Enterprise Risk Management (ERM) and its application to contracts.
• Categorizing and quantifying contractual risks (e.g., performance, financial, third-party).
• Utilizing risk heat maps and scoring models to prioritize risks during negotiation.
• Developing a consistent risk appetite statement for contract approval thresholds.

• Structuring limitations of liability, exclusions, and consequential damages clauses.
• The strategic use of warranties, representations, and covenants.
• Drafting robust termination rights and exit strategy provisions.
• Implementing appropriate levels of insurance and indemnity requirements.

Unit 2: Contractual Compliance and Regulatory Mapping

• Integrating the U.S. FCPA, UK Bribery Act, and other anti-corruption laws into contracts.
• Mandatory flow-down clauses for subcontractors and third-party intermediaries.
• Contractual audit rights and due diligence requirements for high-risk partners.
• Termination rights tied to compliance breaches and ethical violations.

• Translating GDPR, CCPA, and similar data regulations into Data Processing Agreements (DPAs).
• Mandating security standards (e.g., ISO, NIST) through contractual requirements.
• Specific provisions for data subject rights, breach notification, and cross-border data transfer.
• Managing the risk of non-compliance fines and reputational damage contractually.

Unit 3: Operational and Performance Risk Management

• Defining measurable performance standards and objective acceptance criteria.
• Structuring effective service credits, penalties, and remedial action plans.
• Addressing change management risk through clear variation and scope change clauses.
• Risk of relying on single-source suppliers and strategies for diversification.

• Drafting force majeure and business continuity clauses for resilience against global events.
• Addressing compliance with export controls, sanctions, and trade restrictions.
• Contractual requirements for ethical sourcing and modern slavery act compliance.
• Managing currency risk, price adjustments, and economic hardship clauses.

Unit 4: Monitoring, Auditing, and Governance

• Establishing key performance indicators (KPIs) for contract risk monitoring.
• Designing a systematic contract audit and assurance program.
• Utilizing CLM systems for automated compliance alerts and workflow checks.
• Techniques for gathering evidence and documenting compliance for regulatory review.

• Defining roles and responsibilities for contract risk ownership across departments.
• Establishing a Contract Review Board (CRB) for high-value/high-risk agreements.
• Developing escalation paths for emerging or previously unaddressed contractual risks.
• Integrating lessons learned from prior contractual disputes into future template updates.