This Service Level Agreement contracts management training course highlights the importance of Service Level Agreements to meet the needs of companies that are dependent on long-term partnership arrangements with external suppliers of services in achieving strategic goals. 

 

The contractual protection set forth in Services Agreement are of great consequence as they determine among other issues, what services [“Services”] and deliverables [“Deliverables”] a company is required to provide or entitled to receive, how much liability each party is exposed to, the legal remedies available to a party should the other party fails to perform its obligation and under what circumstances the Services Agreement may be terminated prior to completion of Services.

This program also provides contractual protection mechanisms for insertion in Service Level Agreements, the reasoning behind them and sample wording for easy drafting.

 

Further to enhance the program, each mechanism is summarized with a quick reference provided for both Service Provider and Buyer.  Drafting and understanding the required clauses is made easier with an Embedded Contract Language Checklist.

 

This training course will benefit all levels of personnel engaged in purchasing and procurement, commercial and contracts management departments, and technical operatives, Legal Counsels, Engineers providing performance under service level agreements. It will enable them to contextualise their work, understand the contract and become aware of the different issues and risks associated with SLA contracting.

2 Days Training

MODULE 1: KEY ASPECTS OF WRITING THAT SHOULD BE COVERED IN ANY BUSINESS CONTRACT

1. RECITALS/PARTIES

• Recitals -Purpose and restrictions for writing recitals;
• Drafting the Language of Obligation /Language of Performance /Language of Prohibition /Language of Discretion /Language of Declaration
• Relationship between Effective Date and Commencement date of Agreement

MODULE 2: WRITING FOR CLARITY IN CONTRACTS

The importance of Clear and Concise Negotiated Terms

• Vagueness
• Basic Categories of Contract Provisions
• Obligations and corresponding rights – Purpose of Obligations /Drafting obligations / Obligations limited to the contracting parties/Corresponding Rights
• Best Practices for clarity
• Active Analysis checklist

MODULE 3: RULES FOR WRITING COMMERCIAL OBLIGATIONS
• Defining Parties and the Privity of Contract
• Explaining Assignment and Novation in relation to Privity of Contract
• Assignment in Service Agreements -When assignment can be carried out and the mechanism for Novation
• Understanding types of clauses and Triggering Events using Condition Precedent/ Condition Subsequent/ Condition concurrent
• Best Practice Rules on writing out Conditions
• The relevance of Escape Clauses

Module 4: Drafting Nuances
• Understanding the use of IF/Then/SHALL
• When not to use the Conditional Language
• Drafting Language of Exceptions and Subordination in Clauses
• Drafting Trumping Language in Contracts

Managing risk in drafting Liability clauses in Commercial Contracts and Service Agreements

MODULE 5: Drafting Guidelines for Obligations
• Anticipating Performance Concerns in Drafting Obligation clauses
• Drafting Monetary provisions / Closing provisions
• Understanding Financial and Non-financial incentives in commercial and Service Contracts
• Pricing Structure – Types of Contract discussed.
I. Time and Material Contract
II. “Fixed Fee” Contract
III. Not to Exceed Contract
IV. FFE Contract
• Writing out Payment Clause and Performance Obligations/Samples provided
• Is there a conflict between penalty interest for late payment and Time of Essence clause?

MODULE 6:
Rules to prepare Commercial Obligations
• Who should the parties be?
• Commencement, duration, extension of term;
• Getting the scope and requirements right
• Knowing the rules on how to manage changes in agreements;
• Measuring Performances in Obligations;

MODULE 7: Warranties for commercial contracts
1. Warranties -General drafting guidelines
2. Implied warranty for a particular purpose /disclaimers
3. Warranty disclaimer clauses – the Conspicuous requirement and looking at Disclaimers as traps
4. Statement of Facts; Not Obligations
5. Smoking Out Facts
6. Bringing Down Warranties
7. Survival of Warranties – Best Practices for Disclosures

MODULE 8: MANAGING CONTRACTUAL RISK IN SERVICE AGREEMENTS
Warranties
• Mutual Warranties /authority
• Disclaimer of Non-Express Warranties
• Service Provider/Vendor’s Warranties
I. Non-Infringement Warranty; Infringement of Contingency
II. Buyer’s Non-Infringement Warranty
III. Compliance with the Service Description and Documentation

Disclaimer of Non Express Warranties
• Service Provide/Vendor’s statements relating to Services and Deliverables
• Scope of Buyer’s Disclaimer
• Guidelines for Service Provider/Vendor and Buyer on legal impact of Non Express Warranties

MODULE 9:Writing guidelines for Indemnities for Commercial contracts and Service Agreements
• Common indemnities
• Common Indemnification Limitation:
I. Standard of Care
II. Third Party Claim
III. Delaying the Obligations
IV. Capping the indemnification Obligation

• Indemnification Procedure
• Indemnification and Third Party Intellectual Rights
• Infringement Concern

MODULE 10: Drafting Termination clause in commercial contracts and Service agreements Drafting Exit Provisions
1. Critical review of Exit Provisions – Drafting guide for Events triggering a premature ending
2. Premature ending by mutual consent
3. A guide to drafting Post- termination obligations and survival clauses
4. Drafting “event of default” clauses
• Termination Due to an Uncured Breach:

I. The General Rule
II. Waiver of Breach
III. Liquidated Damages

• Termination Due to Insolvency/Bankruptcy
• Termination for Convenience
• Transition Services for termination in Service Agreements.
• Writing considerations for Liquidated Damages Clauses;
• Adding words to denote contractual remedies under the law.

This contracts management training course will utilise a variety of proven adult learning techniques to ensure maximum understanding, comprehension and retention of the information presented. This includes high levels of participant discussion, group interaction, delegate group exercises and case studies. Delegates will be encouraged to raise their own issues and problems faced within their industry or organisations for discussion on a confidential basis.

 

Some of the Exercises completed during this Training will be:

Issue-spotting on:  - Proprietary issue spotting

-         Indemnity Issue spotting

-        Service Level Agreement Issue Spotting 

“I felt as though I unequipped to draft contracts before attending this course. This training taught me the many terms, definitions and techniques of drafting. After it was done, I felt I better understood what contracts were and how to read them in a new light. The trainer was very well-presented, concise and specific.” – Chong Siew Mei, Marketing Director, Bioscenergy International Sdn Bhd.

 

“Before attending this course, I felt isolated on what I had to do. I got a lot of information that I needed to look at when drafting contracts. After it was done, I felt much better equipped to handle my daily work. The trainer was very knowledgeable on the topic.” – Soong Pik Kwan, Export Manager, Bioscenergy International Sdn Bhd.

 

“I was completely lost on this subject before attending this course. During this training I learned the best practices in contract drafting. I felt really good after the course. The trainer was very experienced and knowledgeable.” – Glenn Lee, Operations Manager, Kendek Products Sdn Bhd.

 

1. Online Payment by Credit card: You can opt to register and pay online with our latest payment integration system through our website.

2. Bank Transfer- You can also opt to use GIRO or telegraphic transfer of payment via international banks.

3. HRD Corp Claimable Courses Skim Bantuan Latihan Khas - Applicable to Malaysian Employer Only