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

• Apply structured ethical decision-making frameworks to real-world contract management dilemmas.
• Identify, disclose, and manage actual and perceived conflicts of interest in contracting and procurement.
• Understand and comply with all anti-bribery and anti-corruption (ABAC) laws related to contract negotiation and execution.
• Establish standards of fair dealing and good faith during negotiation, performance, and contract termination.
• Manage and protect confidential and proprietary information in accordance with ethical and legal requirements.
• Develop and implement a clear code of conduct for the contract management team and external agents.
• Identify the ethical boundaries between robust negotiation and misrepresentation or fraudulent behavior.
• Establish effective internal reporting and "whistleblower" procedures for suspected ethical breaches.

• All Contract Managers, Administrators, and Analysts
• Procurement and Sourcing Professionals
• Compliance and Ethics Officers
• Senior Executives responsible for commercial relationships
• Project and Program Managers overseeing vendor performance
• Internal Audit and Risk Management Teams
• Business Development and Sales Staff in charge of deal structuring

• Scenario-based analysis of 10 complex ethical dilemmas in contract negotiation and management.
• Group activity applying a 4-step decision-making model to a hypothetical COI situation.
• Role-playing handling pressure from a senior executive to approve a non-compliant contract.
• Case studies of major corporate scandals rooted in contract ethics failures.
• Discussions on best practices for internal reporting and protecting sensitive information.

Unit 1: Foundations of Ethics in Commercial Transactions

• Overview of ethical theories: utilitarianism, deontology, and virtue ethics as applied to contracting.
• The role of fiduciary duty, good faith, and fair dealing in commercial agreements.
• Applying a four-step model for ethical decision-making in contract-related gray areas.
• Understanding the moral obligation to protect shareholder and stakeholder interests.

• Analyzing the professional codes of conduct for contract management and procurement organizations.
• Translating corporate ethics policies into binding contractual requirements and internal guidelines.
• The importance of personal accountability and transparent record-keeping in all contract actions.
• Developing training and awareness programs to embed an ethical contract culture.

Unit 2: High-Risk Ethical Dilemmas in Contracting

• Defining actual, potential, and perceived COIs in vendor and subcontractor selection.
• Mandatory disclosure requirements and best practices for managing and mitigating COI risk.
• Ethical handling of gifts, entertainment, and travel from current and potential contractors.
• The contractual implications of post-employment restrictions and non-compete clauses.

• Review of the ethical and legal standards against bribery, kickbacks, and inappropriate influence.
• Distinguishing between legitimate negotiation tactics and illegal misrepresentation or duress.
• Ethical considerations in managing contract terminations and the treatment of financial hardship.
• The contract professional's role in promoting diversity and inclusion in the supply chain.

Unit 3: Ethical Management of Information and Compliance

• Ethical responsibilities for protecting confidential information, PII, and trade secrets.
• Managing information disclosure requirements during litigation and regulatory audits.
• The ethical use of third-party data and compliance with data privacy laws.
• Establishing a contractually-driven, ethical approach to data security and breach notification.

• Understanding the legal protections and corporate requirements for whistleblowers.
• Establishing clear, accessible internal channels for reporting suspected ethical or compliance violations.
• The professional and ethical obligation to investigate and remediate reported breaches.
• Contractual provisions requiring counterparties to report ethical breaches immediately.

Unit 4: Ethical Leadership and Culture

• The importance of ethical leadership in setting the tone for the entire contract function.
• Strategies for handling pressure from senior management to compromise ethical standards.
• Techniques for mentoring and coaching team members on complex ethical contract dilemmas.
• Integrating ethics and compliance checks directly into the contract approval workflow.

• Designing contract audit programs to specifically test for ethical compliance and COI failures.
• Contractual requirements for mandatory ethics training for all third-party agents and partners.
• Developing clear termination rights for ethical breaches, regardless of financial materiality.
• Benchmarking the organization's contract ethics program against industry best practices.