Contract Drafting and Scope of Work Training Course

Participants can write contract provisions that are direct, consistent and capable of administration.

• Plain-language principles from ISO 24495-1 applied to contract clauses
• Active voice, operative verbs and accountable obligation holders
• Shall, must, may and will: selecting modal verbs precisely
• Short sentences, parallel lists and controlled cross-references
• Defined terms used consistently without unnecessary legalistic language
• Ambiguity tests for timing, responsibility, quantity and quality

Participants can convert stakeholder needs into a bounded and testable scope definition.

• Stakeholder interviews identifying business outcomes, constraints and decision rights
• MoSCoW prioritisation separating mandatory, desirable and excluded requirements
• Scope boundaries stated through inclusions, exclusions and assumptions
• Dependencies, client responsibilities and third-party inputs documented explicitly
• Requirements traceability matrix linking needs to contractual deliverables
• Conflicting requirements escalated through documented clarification questions

Participants can draft a statement of work that defines work, deliverables and delivery conditions.

• Statement of work sections: purpose, scope, deliverables and governance
• Work breakdown structure converted into contractual work packages
• Deliverable descriptions specifying content, format, quantity and ownership
• Out-of-scope work recorded to prevent implied supplier obligations
• Assumptions tested against pricing, schedule and resource commitments
• Reference documents incorporated without creating contradictory requirements

Participants can specify deliverables and acceptance processes that support objective approval decisions.

• SMART deliverable criteria defining observable completion and quality thresholds
• Milestone schedules linking activities, dependencies and approval events
• Acceptance criteria written as measurable tests and evidence
• Acceptance procedures covering submission, review periods and rejection notices
• Deemed acceptance provisions assessed for commercial and delivery risk
• Remediation obligations and re-performance periods stated unambiguously

Participants can draft governance provisions that assign accountability and approval authority.

• RACI matrix allocating responsible, accountable, consulted and informed roles
• Governance meetings defined by purpose, membership, frequency and outputs
• Delegated authority limits for instructions, approvals and variations
• Escalation paths specifying triggers, seniority and response timeframes
• Named personnel, key roles and replacement approval requirements
• Customer obligations drafted to support supplier performance and remedies

Participants can draft pricing and payment mechanisms aligned with commercial and delivery risk.

• Fixed-price, time-and-materials and unit-rate pricing compared
• Pricing schedules separating fees, expenses, taxes and contingency allowances
• Payment milestones tied to accepted deliverables and supporting evidence
• Invoice requirements covering references, timesheets, receipts and tax documentation
• Retention, holdback and set-off clauses assessed for enforceability
• Indexation, currency and foreign-exchange adjustments drafted with formulas

Participants can design service levels, performance measures and remedies for service contracts.

• Service catalogue defining services, service windows and service boundaries
• Key performance indicators with formula, target, source and reporting frequency
• Service level agreements distinguishing availability, response and resolution measures
• Measurement rules addressing exclusions, maintenance windows and data integrity
• Service credits structured as remedies rather than unenforceable penalties
• Performance improvement plans triggered by recurring service failure

Participants can specify quality controls, compliance obligations and audit rights proportionately.

• Quality plans defining standards, inspections, records and corrective actions
• Regulatory compliance clauses allocated between customer and supplier
• Audit rights covering notice, access, confidentiality and cost allocation
• Document retention periods aligned with operational and legal requirements
• Subcontractor controls requiring flow-down obligations and approval rights
• Non-conformance procedures linking defects to correction and reporting

Participants can establish a change-control process that protects scope, price and schedule.

• Change request forms capturing scope, rationale, impact and urgency
• Impact assessments covering price, schedule, resources and contractual risk
• Variation approval workflow using defined authority thresholds
• No-work-before-approval rules preventing unauthorised scope growth
• Emergency changes controlled through retrospective documentation and limits
• Change log maintained as the authoritative record of amendments

Participants can draft practical clauses for information, data and intellectual property rights.

• Background intellectual property distinguished from newly created deliverables
• Ownership, licence and assignment models compared for project outputs
• Data processing obligations allocated between controller and processor roles
• Confidential information defined with permitted-use and disclosure exceptions
• Security requirements linked to incident notification and remediation duties
• Return, deletion and retention obligations specified at contract end

Participants can assess and draft risk allocation provisions suited to the transaction.

• Warranties distinguished from service commitments, representations and guarantees
• Indemnity triggers defined by claim type, fault and defence control
• Limitation-of-liability caps linked to fees, loss categories and insurance
• Consequential loss exclusions tested against anticipated project losses
• Carve-outs negotiated for fraud, confidentiality and intellectual property infringement
• Insurance clauses matching contractual exposures and evidence requirements

Participants can draft contract end provisions that protect continuity and handover requirements.

• Contract term, renewal and notice periods stated precisely
• Termination for convenience balanced against committed supplier investment
• Material breach clauses defining cure periods and escalation requirements
• Insolvency, force majeure and change-in-control termination events
• Exit plans covering transition services, data transfer and knowledge handover
• Final payment, surviving clauses and release provisions at close-out

Participants can select escalation, dispute and remedy provisions appropriate to commercial relationships.

• Operational escalation distinguished from formal contractual dispute procedures
• Good-faith negotiation clauses structured with deadlines and authority levels
• Mediation, adjudication, arbitration and litigation compared for contract disputes
• Governing law and jurisdiction choices assessed for cross-border agreements
• Specific performance, termination and damages as available remedies
• Notice provisions drafted for valid delivery, timing and evidence

Participants can document contractual risks and assign ownership to the party best able to manage them.

• Contract risk register identifying delivery, financial, legal and operational exposures
• Probability-impact scoring used to prioritise clause review effort
• Risk allocation matrix linking risks, owners, controls and remedies
• Customer-controlled risks separated from supplier-managed performance risks
• Residual risk accepted through approvals, insurance or contingency plans
• Clause interactions checked for conflicting risk allocation outcomes

Participants can conduct a structured contract review and produce clear drafting comments.

• Issue-spotting checklist covering scope, price, risk and enforceability
• Redline conventions showing additions, deletions and drafting rationale
• Internal consistency review across definitions, schedules and cross-references
• Ambiguity review using who, does what, when and how tests
• Deviation logs recording non-standard clauses and approval decisions
• Comment resolution tracked through version control and document ownership

Participants can prepare and negotiate clause positions while protecting essential commercial interests.

• Negotiation planning identifies objectives, reservations and acceptable trade-offs
• Issue prioritisation separates deal-breakers from negotiable drafting preferences
• Fallback clauses prepared for liability, payment and termination positions
• Package bargaining exchanges concessions across linked commercial issues
• Conditional language records concessions without creating unintended commitments
• Negotiation records capture agreed wording, owners and unresolved points

Participants can adapt drafting approaches to common project, technology and service arrangements.

• Construction scopes address drawings, site conditions and variation instructions
• Technology statements define implementation, testing, migration and support
• Professional services scopes control personnel, outputs and reliance
• Managed-service contracts specify transition, operations and service credits
• Framework agreements distinguish call-off terms from master agreement obligations
• NEC4 and FIDIC structures compared for project contract administration

Participants can establish records and controls needed to administer contract performance after award.

• Contract administration plan identifies obligations, dates, owners and evidence
• Obligation registers track recurring duties, deliverables and notices
• Kick-off meetings confirm scope, governance, reporting and mobilisation actions
• Performance records support acceptance, payment, claims and dispute avoidance
• Notice registers preserve rights under change, delay and breach provisions
• Close-out checklists verify final deliverables, releases and retained records

Participants can build, review and present a complete contract package comprising a statement of work, schedules and negotiated clause positions.

• Draft a statement of work from a supplied commercial brief
• Build deliverable, milestone, acceptance and pricing schedule documents
• Prepare governance, service-level and change-control provisions for delivery
• Complete a contract risk matrix with allocated controls
• Review the package using redlines, issue logs and approval criteria
• Present clause choices, negotiation positions and administration priorities