Negotiating and Drafting Contracts Training Course

Duration 5 days 10 modules · 33 contact hours
Level Intermediate Certificate on completion
Who attends Contract Manager, Procurement Manager and others
Fee from USD 1,100 KSh 95,000 for Kenyan organisations
Where 52 cities + online See dates by city
Next start 7 Nov 2026 Course code SD-CM-100

Before you join: This intermediate course assumes participants have read, used or administered commercial contracts and understand basic procurement, project delivery or supplier-management terminology.

Dates & prices

Two start dates a month in every city, and live online on weekdays or weekends. Fees are per participant; classroom fees include tuition, materials, lunch and refreshments, and the certificate.

Suggest a date or city

Showing the next six months. Later dates, other cities and private deliveries for your team are available on request.

Course overview

Contracts fail less often because parties lack a template than because commercial intent, delivery realities and legal wording diverge. A poorly scoped service agreement can produce disputed invoices; an unrecorded change can erase margin; an acceptance clause can delay a capital project handover. Contract managers, project leaders and procurement teams must negotiate terms that reflect their mandate, then draft provisions that people can administer, evidence and enforce. This course addresses the point where commercial bargaining becomes operational commitment.

Participants work through the contract lifecycle: formation, scope, price, risk allocation, governance, performance, change, claims, dispute resolution and close-out. They prepare a negotiation mandate using BATNA, reservation value, targets and concession plans; assess liability, indemnity and insurance positions; and turn agreed points into clear clauses, schedules and acceptance procedures. The course also examines order of precedence, notices, limitation of liability, force majeure, confidentiality, subcontracting, data protection and signature controls. Attention is given to reading counterpart paper, documenting deviations and obtaining the correct internal approvals.

Teaching combines short technical briefings with annotated clauses, sector cases, small-group review and negotiation simulations. Cases include an outsourced IT service, an engineering supply package and a public-sector framework call-off. Participants leave with a reusable Contract Negotiation and Drafting Pack: a negotiation mandate, clause-risk matrix, scope and acceptance checklist, change-control form, notice checklist and contract administration plan. It suits professionals who negotiate or manage commercial agreements and need stronger control over wording, records and follow-through.

What you will be able to do

  • Prepare negotiation mandates using BATNA, reservation values, targets and concession plans
  • Analyse contractual risk allocation across liability, indemnity, insurance and force majeure clauses
  • Draft clear scope, pricing, acceptance, governance and change-control provisions
  • Translate negotiated commercial terms into structured clauses, schedules and obligation statements
  • Negotiate contract positions using principled negotiation, package offers and conditional concessions
  • Review supplier or customer contract paper using clause matrices and deviation registers
  • Establish contract administration controls for notices, obligations, variations and renewals
  • Produce a practical contract negotiation and drafting pack for a live agreement

Benefits of attending

For you

  • Prepare negotiation positions with clearer authority limits and concession boundaries
  • Draft clauses that convert operational requirements into measurable contractual obligations
  • Identify liability, indemnity and insurance exposures before accepting counterpart terms
  • Challenge ambiguous wording using a disciplined clause-review method
  • Manage notices, changes and renewals with stronger documentary evidence

For your organisation

  • Fewer disputes caused by unclear scope, acceptance criteria and change procedures
  • Better protection of margin through controlled concessions and documented commercial assumptions
  • More consistent risk allocation across supplier, customer and subcontract agreements
  • Stronger audit trails for approvals, notices, variations and contract decisions
  • Improved contract performance through defined governance, obligations and escalation routes

Course modules

10 modules over 5 days

Participants can identify how valid contracts are formed and controlled from initial commitment.

  • Contract lifecycle mapped from requirement definition through close-out and records
  • Legal capacity, authority and approvals checked before commercial commitment
  • Offer, acceptance, consideration and intention distinguished in contract formation
  • Battle-of-the-forms risks controlled through order-of-precedence and acceptance protocols
  • Entire-agreement, incorporation and hierarchy clauses tested against operational documents
  • Contract file evidence linked to approvals, correspondence and performance records

Participants can structure commercial terms that define deliverables, payment and controlled change.

  • Scope statements converted into measurable deliverables, assumptions and exclusions
  • Statement of work drafted using deliverable acceptance and dependency matrices
  • Pricing structures compared: lump sum, unit rate, cost-plus and time-materials
  • Payment milestones tied to acceptance criteria, invoices and retention mechanisms
  • Service levels specified with metrics, measurement sources and service credits
  • Change-control procedures allocate authority, pricing evidence and implementation dates

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

  • Risk registers translated into indemnities, limitations and insurance requirements
  • Liability caps structured around fees, exclusions and foreseeable loss
  • Indemnity triggers separated from direct-loss claims and third-party liabilities
  • Insurance clauses align coverage, limits, endorsements and evidence requirements
  • Force majeure, hardship and change-in-law events allocated explicitly
  • Consequential loss definitions tested against project delay and data-loss scenarios

Participants can prepare a disciplined negotiation strategy before engaging the other party.

  • Negotiation mandate defines objectives, authority limits and escalation routes
  • BATNA, reservation value and target value established before bargaining
  • Interests separated from positions using principled negotiation questioning
  • Concession planning links tradeable variables to reciprocal value exchanges
  • Stakeholder maps identify decision-makers, influencers and internal alignment gaps
  • Agenda sequencing addresses high-risk terms before drafting concessions

Participants can conduct contract negotiations while protecting commercial boundaries and relationships.

  • Opening proposals frame value, rationale and conditional trading boundaries
  • Active listening surfaces underlying interests, constraints and unspoken objections
  • Questions test assumptions, authority and evidence behind counterpart demands
  • Anchoring, bracketing and package offers managed without unintended commitments
  • Deadlocks handled through contingent agreements, adjournment and escalation
  • Negotiation notes distinguish agreed terms, open issues and action owners

Participants can draft contract wording that states obligations, standards and evidence clearly.

  • Plain-language drafting converts negotiated intent into enforceable obligations
  • Definitions, interpretation and precedence clauses prevent inconsistent readings
  • Obligations assign actor, action, timing, standard and evidence
  • Conditions precedent, warranties and representations drafted for distinct functions
  • Schedules structure technical specifications, pricing tables and governance details
  • Ambiguity audits identify vague qualifiers, circular references and missing triggers

Participants can draft operational controls that support performance management throughout delivery.

  • Governance clauses define meetings, reporting, escalation and decision rights
  • Acceptance procedures specify tests, rejection rights and deemed acceptance
  • Performance remedies connect service failures to cure periods and credits
  • Record-keeping obligations preserve notices, approvals, variations and audit trails
  • Subcontracting controls address consent, flow-down terms and supplier responsibility
  • Data protection clauses allocate controller, processor and security responsibilities

Participants can manage contractual changes and disputes through timely notices and structured escalation.

  • Notice provisions set deadlines, recipients, content and delivery evidence
  • Change requests document scope, schedule, price and risk effects
  • Claims narratives link entitlement, causation, records and quantified impact
  • Escalation ladders sequence project resolution, executive review and mediation
  • Dispute clauses compare litigation, arbitration, adjudication and expert determination
  • Without-prejudice communications handled separately from contractual notices and admissions

Participants can review contract drafts systematically and escalate material deviations for approval.

  • Contract review checklists test alignment between negotiated terms and drafts
  • Redlining conventions preserve issue history, rationale and approval status
  • Clause matrices compare supplier paper against required commercial positions
  • Material deviations prioritised by value, probability and operational consequence
  • Internal approvals document accepted risks, exceptions and delegated authority
  • Signature controls verify entity names, signatory power and execution formalities

Participants can establish controls for contract obligations, renewals, close-out and continuous improvement.

  • Contract administration plans assign obligations, owners, dates and evidence
  • Obligation registers track deliverables, notices, renewals and compliance actions
  • Renewal and expiry calendars prevent automatic extension and missed options
  • Supplier performance reviews use scorecards, root-cause analysis and corrective actions
  • Close-out procedures address final acceptance, releases, records and lessons learned
  • Individual application plans identify one live contract and immediate improvements

Exercises and examples are adapted to each cohort's sectors and roles.

What you take back to work

  1. Contract negotiation mandate template
  2. Clause-risk allocation matrix
  3. Scope and acceptance checklist
  4. Contract change-control form
  5. Contractual notice checklist
  6. Contract administration plan

Who should attend

  • Contract Manager — needs to negotiate, draft and administer commercially workable agreements
  • Procurement Manager — needs stronger control over supplier terms, deviations and approvals
  • Project Manager — needs contract provisions that support delivery, acceptance and change management
  • Commercial Manager — needs to protect value through pricing, risk and liability positions
  • Operations Manager — needs to manage obligations, service performance and renewal decisions
  • Legal Counsel — needs a structured commercial approach when supporting non-legal stakeholders

Skills and tools covered

Contract negotiationCommercial draftingRisk allocationClause reviewChange controlContract administration

Tools and standards

UNIDROIT Principles of International Commercial Contracts, ICC Incoterms® 2020, FIDIC Conditions of Contract for Construction (Red Book 2017)

How the course runs

Training methodology

The course uses short instructor briefings to explain contract principles, followed by annotated clauses, realistic case material, group review and negotiation simulations. Participants assess contract extracts, prepare negotiation positions, compare alternative wording and document agreed commercial positions. Cases reflect outsourced services, engineering supply and framework agreements. Facilitated discussions connect legal wording with delivery controls, financial consequences and evidence requirements. Each participant prepares an application plan for a current or forthcoming contract.

Requirements and prerequisites

This intermediate course assumes participants have read, used or administered commercial contracts and understand basic procurement, project delivery or supplier-management terminology. They should be comfortable discussing scope, price, delivery dates and contractual risk with colleagues. Prior experience of negotiating supplier or customer terms is helpful, but not essential. The course does not require a law degree, admission to a legal profession, prior study of common law, or expertise in a particular contract suite. Participants may attend from public, private or not-for-profit organisations.

A typical training day

08:30 – 10:30First session
10:30 – 10:45Refreshment break
10:45 – 12:30Second session
12:30 – 13:30Lunch and networking
13:30 – 15:00Third session
15:00 – 15:15Refreshment break
15:15 – 16:30Workshop and daily review

Live online deliveries follow the same structure in East Africa Time, with shorter screen blocks and longer breaks.

What the fee includes

  • Instruction by a practitioner facilitator
  • Full course workbook and materials
  • Exercise files, templates and case studies
  • Refreshments and lunch on classroom deliveries
  • Certificate of completion
  • Post-course application plan

Frequently asked questions

Participants should have some exposure to commercial contracts, procurement, project delivery or supplier management. A law degree or formal legal training is not required.

Bring a current or anticipated contract issue if your employer permits discussion of an anonymised version. Participants should not bring confidential documents unless authorised under their organisation's information-handling rules.

It is designed for contract, procurement, commercial, project and operations professionals who negotiate or administer agreements. Legal counsel supporting commercial teams will also benefit from the shared methods and terminology.

This course focuses on commercial negotiation, practical drafting and contract administration rather than legal doctrine alone. It addresses how terms affect scope, price, delivery, evidence, supplier performance and dispute exposure.

Participants receive templates for preparing negotiations, reviewing clauses, controlling changes and administering obligations. These can be applied to supplier agreements, customer contracts, project packages and service arrangements.

The course provides approximately 32.5 contact hours across five training days, normally 08:30-16:30. Ten modules progress from contract formation and commercial structure through negotiation, drafting, review and administration.

Questions about this course?

Ask about dates, fees, group bookings or running it for your team. Our training team replies by email.

Ask on WhatsApp info@skillsetdevelopment.com

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