Upon successful completion of this program, participants will be able to:

• Map and analyze the contract lifecycle to identify key risk intervention points.
• Identify and evaluate critical contractual risks, including liability, indemnity, and termination clauses.
• Develop and implement a standardized contract compliance program and checklist.
• Master strategies for effective risk mitigation during the negotiation and drafting phases.
• Utilize contract management software features for tracking obligations and deadlines.
• Design a robust system for monitoring vendor performance against contractual SLAs.
• Understand the legal and regulatory compliance requirements specific to contract law (e.g., GDPR, anti-bribery).
• Manage contract disputes and establish clear procedures for contract closeout and retention.

• Contract Managers and Administrators
• Procurement and Sourcing Specialists
• Legal and Paraprofessional Staff
• Compliance and Internal Audit Officers
• Sales and Business Development Managers
• Project Managers overseeing supplier contracts
• Finance and Risk Management Professionals

• **Scenarios:** Reviewing a draft supply contract for a major IT system and identifying the top three financial and legal risks, then redrafting the corresponding clauses.
• **Case Studies:** Analyzing a major contract dispute that resulted in litigation and identifying where the contract risk management failed in the pre-award phase.
• **Group Activities:** Collaboratively developing a compliance checklist for a vendor onboarding process to ensure adherence to anti-corruption clauses.
• **Individual Exercises:** Mapping a simple contract lifecycle and calculating the exposure associated with a missed termination deadline.
• **Mini-Case Studies:** Quick evaluation of a standard force majeure clause and assessing its adequacy against a new climate-related disaster risk.
• **Syndicate Discussions:** Debating the ethical implications of using ambiguous clauses to shift risk disproportionately to a smaller contracting party.
• **Negotiation Simulation:** Role-playing a negotiation round focused solely on liability and indemnification.

Unit 1: The Contract Lifecycle and Risk Mapping

• Overview of the five phases of the contract lifecycle (pre-award to post-award).
• Mapping inherent risks at each stage: negotiation risk, performance risk, and termination risk.
• Establishing a standardized contract risk assessment matrix and scoring methodology.
• The importance of contract metadata and accurate data capture.
• Integrating contract risk management with Enterprise Risk Management (ERM).
• Defining roles and responsibilities for ongoing contract risk ownership.

Unit 2: Risk Mitigation in Drafting and Negotiation

• Analyzing and mitigating risk in liability caps, indemnification clauses, and warranties.
• Drafting force majeure and change control clauses to minimize commercial exposure.
• Strategies for effective negotiation to balance risk and reward.
• Handling critical intellectual property (IP) and confidentiality provisions.
• The role of key performance indicators (KPIs) and Service Level Agreements (SLAs).
• Managing cross-border contract risk and choice of law considerations.

Unit 3: Contractual Compliance Frameworks

• Designing a compliance program to monitor adherence to contract terms.
• Ensuring contracts comply with anti-bribery and corruption laws (e.g., FCPA, UK Bribery Act).
• Specific compliance requirements related to data protection and privacy (GDPR, CCPA).
• Implementing contract approval workflows to enforce internal governance.
• The use of compliance audits and contractual rights-to-audit clauses.

Unit 4: Operational Monitoring and Performance

• Developing an obligations management process for post-award phase.
• Using Contract Management Systems (CMS) for automated tracking and alerts.
• Monitoring contractor/vendor performance against commercial and operational terms.
• Managing contract variations and amendments through formal change control.
• Establishing clear communication protocols for managing non-performance and breaches.

Unit 5: Dispute Resolution and Contract Closeout

• Understanding standard contract dispute resolution mechanisms (mediation, arbitration, litigation).
• Developing a strategy for timely dispute escalation and resolution.
• Managing contract termination and transition risks effectively.
• Formal contract closeout procedures and ensuring all obligations are met.
• Best practices for contract record-keeping, retention, and archival.