EPCIC Contract Management & Essential Elements of International Contract Law

Transcription

13th Run in Asia! Revised Content.
EPCIC Contract
Management
& Essential Elements of International Contract Law
For Heads of EPCIC Business Units, Project Directors, Contract Managers,
Project Engineers, Legal Counsels, Procurement and Non-Legal Professionals in
the Energy Sector
17 – 19 November 2014 | Kuala Lumpur | Malaysia
Course Director
Jayems Dhingra
Principal Management Consultant and Arbitrator
FSIArb, FCIArb, M.S.I.D, Member, AIPN
MBA, M. Tech (Knowledge Engineering), M. Sc.
(Maritime Studies) B. E. (Elect), Ist Class CoC (DOT, UK)
Specialist in the marine, offshore and onshore oil & gas construction industry segments with
35 years of experience in Asia and Europe.
Past participants include:
CNOOC SES  Lam Son Joint Operating Company  Husky Oil  PETRONAS  PTT Utility Company Limited  Petronas
Carigali  DPS Consultant Malaysia  TL Offshore  Crest Marine Engineering  MISC Integrated Logistics  Hoang Long
Joint Operating Company  Carigali Hess Operating Company  Japan Vietnam Petroleum Company (JVPC)  Petrofac 
Cairn Energy India  Shell Global Solutions  Al-Khafji Joint Operations  CNOOC China and many others
www.petroedgeasia.net
EPCIC Contract Management
“Workshop Curriculum Specially Developed for Managing Latest Evolution in the Projects
Portfolio Management Strategies of Onshore and Offshore Oil & Gas Energy
Infrastructure Developments”
Dear colleague,
In the Oil & Gas construction and procurement business, the success of your project is dependent on your practical
“know how” in contract management. Understanding the essential ingredients of contracts and mastering the
fundamentals will equip you to identify vague contracts, avoid dangerous and often hidden terms, and better
understand your position and your project.
PetroEdge has researched and developed a 3-day separately book-able workshop that covers important topics such
as contract commitments, issues of indemnity and liability, guarantees, contract gaps or loopholes and clauses to
protect your interests. This course will teach you to identify key contract issues fast and provide you with desktop
tools to accomplish this goal.
This training course will take a practical approach to sharpen negotiation skills when reviewing contracts. It is
designed to help those who need a refresher on contractual issues or those who handle contracts on a daily basis
and want to be more proficient in reviewing, administering or managing their contracts.
UNIQUE course features:

Encompasses Complete Value Chain: The contractual, management and legal aspects during the infrastructure
development stages of Design, Engineering, Procurement, Construction, Installation and Commissioning will be
elaborated during the workshop.

Problem Based Learning: Unlike lectured courses, this workshop is specially developed based on the request
from Clients, to use real life case histories, for grasping the International Legal Principles of the Contracts
Management.

Expert Workshop Leader: The course content is developed by an expert practitioner who has worked in the
wide spectrum of the EPCIC segments, both Onshore and Offshore. He has been an experienced engineer,
project manager, project director, general manager, managing director and claims consultant, who has
managed and negotiated real contracts throughout Asia and Europe. This includes deepwater facilities, Ship
Yards, Oil & Gas Pipelines, Process and Power Plant Construction Projects.

Researched Content: The workshop content is grounded in the recently completed projects in the international
arena, but which were exposed to unplanned risks, legal exposures, cost overruns, delays and disputes.

Practical and focused: The course uses a ‘Logical Project Management Approach’ to enhance the contract risks
identification skills. Emphasis will be on learning how to identify the key issues of the contract terms fast, both
in verbal instructions, emails and written letters.

Value added experience: Your learning experience includes a Pre-workshop Questionnaire (PQ) to help you
identify key learning objectives in advance and an opportunity to submit your own case for dissection and
analysis during the workshop (If you register early!)

Comprehensive Course Materials: A detailed guide authored by the Course Director & Leader, with selected
range of reference materials and resource references will be available for each participant, for ensuring long
term benefits of attending this workshop.
Learn more about our In-House Learning Solutions and save on the course fees!
Call +65 6741 9927 or email info@asiaedge.net and visit www.petroedgeasia.net
By attending this 3-day separately book-able intensive course, you will be able to:
 Gain Working Knowledge of the legal principles governing international Contracts from formation, execution
to breaches, redresses and dispute resolution.
 Safeguard Corporate Interests by understanding the basic principles of contract management in plain English
and learning simple contract language, so as to identify risks and develop risk mitigation techniques.
 Quickly Identify Dangerous Words/Phrases in the project correspondences, which could cost your company
millions.
 Effectively Manage Risks of Your Projects, With Enforceable Contract Documents, by learning the purpose and
potential benefits of maintaining evidence in compliance to the contract clauses.
 Learn the Contract Enforcement Nuggets of Owners and the Variation Claims Strategies of the Contractors
from a practitioner, who has worked and consulted, for major EPCIC contractors in Oil & Gas segments and
Offshore & Marine, construction yards.
 Effectively Use Your Project Execution Time by adopting the issue-spotting checklists and innovative tools for
avoiding contractual pitfalls.
 Use of Contract Terms & Conditions for enhancing project performance, monitoring, reporting and achieving
timely completion, thereby avoiding delays and disputes.
On completion of the workshop, the participants will be able to apply the following:
 How to manage Contractors and Owners representatives
 How to build the case documents for negotiating all valid claims of the project, in accordance with the
contract
 How to ensure that Variations Order claims are rightfully claimable and well substantiated with proper
documents
 How to interpret contracts and modify the contract conditions according to the changes in the project context
and or scope
 When and how to obtain / grant extension of time (EOT) and costs
 How to manage sub-contractors when reviewing requests for additional claims, extension of time and advance
payments
 Ability to identify rights and obligations of each party to a contract instead of making subjective decisions
 Ability to be firm in negotiations without violating terms of the agreements
 Ability to spot different legal systems, contract laws and arbitration rules
 Ability to negotiate and avoidance of disputes and resolution in amicable manner, in accordance with the
provisions of the contract
 Improvement in writing skills for commercial correspondences; and
 Competency in developing and maintaining documentary evidence and traceability for all works executed
during the project.
Who Must Attend this Training Course
Heads of EPCIC Business Units, Contracts Managers, Project Directors, General Managers and Project Managers,
Corporate Legal Counsels, Procurements and Supply Chain Managers, Lawyers and Legal Professionals interested in
EPCIC Segments of the Oil & Gas Industry.
COURSE AGENDA OUTLINE
Course registration begins at 8:30am on Day 1. The course will commence at 9am on both days. There will be breaks for midmorning refreshments, lunch, and mid-afternoon refreshments. The course will end by 5pm on both days.
DAY 1
17 November 2014, Monday
1. FAMILIARIZATION WITH CONTRACT LAWS AND LEGAL PRINCIPLES
Which and How many laws are application?
-
Choice of Applicable Laws
Conflicts of Laws Principles
Contract Formation, Execution and Completion
Breaches of Contract and Types of Breaches
Consequences of a Breach
Laws Applicable for Redress and Dispute Resolution
Principles of Jurisdiction and Challenges
Laws Governing Cross-Border Trades
UN Conventions, Ratification and Enactment
Managing Contracts between parties from Civil Law and Common Law jurisdiction
You need not be a law graduate to appreciate the Legal Principles for Managing International Contracts!
2. GETTING READY FOR A PROJECT
Contracts and Documentation
-
Identify important clauses in the Contract Documents
Purpose and Importance of important clauses
- Meaning and Implications of some commonly used legal terms in correspondences and in Contract
- How to avoid the battle of in-house procedures and terms of the contract
- Awareness of the implied and explicit terms of the contract
-
Before the contract breach: How to use the contract as a Project Management Toll and ensure the
terms remain enforceable?
-
The Risks & Benefits of Oral Agreements: Working without a net!
Notice and Communications Obligations: Ensuring your Practice is conforming to the Contract
- Actual Authority vs Apparent Authority: Liability for seemingly unauthorized acts of your people
- Resolving conflicting or ambiguous contract terms
-
3. THE CRITICAL CONTRACT CLAUSES
Contracts and Documentation
-
-
Scope of the contract
Payment Terms: Maintaining neutral cash flow
Schedule / Delivery / INCO-terms 2010: Knowing when risk transfer and when goods change custondy
Acceptance Criteria / Key Project Milestones: Knowing when you are really done
Change Orders / Veriations: The In-Scope or Out-Scope disputes
Overall Contract Limitations: How to address Exclusions
Liquidated Damages vs Penalties
Mutual Waiver of Consequential Damages
Performance Bonds and Security: Types, Differences, What they are worth and What is the Best?
 Retention – for how long?
 Letters of Credit vs Surety Bonds: Recognizing the difference and knowing whether the security is worth the
paper it is printed on
 Parent Company Guarantees
Warranties and Guarantees
 Agreeing to the Standard of Performance
 Term and Scope of the Warranty
 Words and Phrases to watch out for, in the Contract clauses
DAY 2
18 November 2014, Tuesday
4. Project Delay and Claims
-
Interpretation of a Clause where “Time is of Essence”
Delay: Avoiding it and What you Can/Cannot do when it Happens
Extensions of Time: When to Request and When Not to Grant
Concurrent Delay: Who Takes the Blame and How Much? When consequential damages due to delays can be
claimed under negligence?
Preparation of Claims: Timeliness, Documentation, Causation and Pricing: How to Keep Your Claim from Being
Rejected?
-
5. When things really get out of control
- Force Majeure: Protecting Yourself from the Unexpected
- Violations of Law: Protecting Yourself from Bribery and Corruption and Other Illegal Acts
- Dispute Resolution by Litigation or Arbitration
Dispute Resolution Methods and Forums
 Litigation, Arbitration and Other Techniques
 The Importance of Venue and Governing Law: Where To Arbitrate and Under Whose Rules

-
Termination
 When to Terminate: The Right Time and the Wrong Time
 When You are the Terminator: How to Terminate
 When You are the Party About to be Terminated: Avoiding Termination
6. Purchase Orders and some clauses you never cared about, but should!
-
When PO becomes ineffective
What to do when Vendor cancels the PO?
Vendor’s Clauses or PO Clauses / Language: Finding the Middle Ground
Learn Whether You Will Get What the Clause Seems to Say
Documentation: Delivery is incomplete and can lead to breach of Contract without proper documentation.
Minutes of Meetings: can be used as evidence for VO, EOT, LD or Notice?
How to record verbal instructions?
Late payments and Interest – when applicable?
When sales Representative not authorized to accept PO, can the PO be enforced?
What happens when pre-purchase correspondences forms part of the PO?
DAY 3
19 November 2014, Wednesday
7. PRACTICAL HANDS-ON WORKSHOP
The post event workshop is organized for the delegates who are keen to adopt best practices in their organizations and would
like to enhance their skill set. There shall be three plenary sessions with an objective to equip the participants with appropriate
tools for immediate use. The plenary sessions shall be conducted in groups and facilitated by the Workshop Leader, who acts as
an Arbitrator and will be the Workshop Instructor.
Plenary Session – 1: Developing a Strategy for Dispute Resolution
Objective: To Gain familiarization with the conflicts management and dispute resolution provisions in the Contract
Case Brief:
The participants will be provided with case documents and issues at dispute between the contracting parties. In the context of
the case study and based on the Contract Management concepts learned during the workshop, participants shall draft an
appropriate dispute resolution strategy for presentation to the management. The exercise shall address some of the following
essential tasks: 1.
2.
3.
4.
5.
Identification of issues
Presentation of the Statement of Claim and substantiation with documents
Presentation of the Statement of Defence and Counterclaim
Dispute Resolution Process Budget, Schedule and Cost-Benefit Analysis
Steps required for commencement of Arbitration and or litigation process
Plenary Session – 2: Review of a Standard Form Contract (FIDIC EPC Form or Equivalent) and Editing in Context of an EPCIC
Project
Objective: Adopt appropriate technique for reviewing contract clauses and commercial documents.
Case Brief:
The delegates will be provided with project brief and contextual background information. In groups of Clients and Contractors,
the delegates will review the appropriate Contract Document and edit the Articles of the Contract in accordance with their
respective corporate objectives and risk appetite. Later the parties will negotiate and agree on a final contract document for
presentation to the management for approval. Detailed instructions will be provided during the workshop. Each party must be
confident to have signed a win-win deal by ensuring that critical elements like some of the following issues have been
appropriately dealt with: 1.
2.
3.
4.
5.
Scope of Responsibilities and Exposure to Potential Liabilities
Variations and Change Order Controls
Enforcing Delivery Period and Performance Management
Cost escalation and management approval
Variance in project performance metrics
Plenary Session – 3: Contract Variations and Submission of Claims
Objective: Learn to identify, substantiate and approve variations to a contract.
Case Brief:
The delegates in groups, representing the Parties will be presented an extract of relevant conditions of the Contract document
pertaining to VO management procedure. The Client team will be given series of VO claims as submitted by the Contractor.
Client team will review the VO claims for additional cost and time with duly supported documentary evidence and ask any other
clarifications if required in accordance with the Contract. Contractor team will have to determine the nature of evidence, where
documentary evidence is not available. Then Contractor team will meet the Client Team to present their case. Both teams will
discuss the claims and try to reach a resolution on cost and time.
About your Expert Facilitator: Jayems Dhingra
Jayems Dhingra is the principal consultant with Tiberias Management Consultants, specialising in the oil & gas
industry segments of offshore & marine, and onshore E & P projects. Over a 38 year period, Jayems has
worked and consulted among other industries, longest with the marine asset owners / operators, heavy
engineering & construction industries. The industry verticals are encompassing major oil and gas EPCIC
contractors, engineering construction yards, Ship owners and Shipyards engaged in offshore systems
fabrications & Ship Repairs in Asia and Europe. His consulting experience includes Business Process Reengineering, diversifications, corporate development, marketing, project management, feasibility studies and
market research.
In the recent past Jayems has been associated with the development of a “Heavy Engineering EPCIC Contractor” from within a
traditional Shipyard. He played a lead role in the development of the Project Management Systems, Marketing Plans, Supply Chain
Management, Subcontractor administration, employee development and new products development related initiatives, besides
expansion to be a recognized FPS conversion yard and the specialist yard for repairs of LNG Tankers.
Jayems has served as General Manager / Consultant with major Shipyards and had also held positions of Managing Director, General
Manager, and Senior Manager with the companies from construction industry (M & E segment), heavy engineering fabrications,
manufacturing, and marine & offshore services. He was responsible for the projects related to the works on Offshore Vessels
refurbishment, FPSO Conversions, Gas Tanker Repairs, Process Modules engineering, Lateral Gas/Oil Pipelines’ and other construction
related works.
As a result of the wide exposure to complex and multiple mega projects, Jayems has developed special programs in managing multiple
geographically dispersed international projects.
Jayems has also worked as consultant to the clients from Petroleum Industry, Owners of Oil & Gas Tankers, Dry Bulk, Drill Ship and the
OSV fleets, for strategic planning. The consultancy assignments include, due diligence, resolving various operational issues, contracts
reviews, cost controls, project management matters and enhancement of procurement systems. He has successfully assisted offshore E
& P clients in managing contractual disputes of various international contracts and upgrading / conversion projects.
Jayems graduated with a Bachelor’s degree in Electrical Engineering, MBA in General Management, Master of Technology in Knowledge
Engineering and Master of Science in Maritime Studies. He holds professional qualifications in international arbitration, mediation and
ADR methods. He also holds the Chief Engineer’s First Class Certificate of Competency (Marine) from DOT, UK.
Jayems is further qualified and experienced for appointments as Arbitrator and is admitted to the panel of arbitrators with KLRCA,
Malaysia, DIAC, Dubai, (UAE), and SISV, Singapore. He is also registered as an arbitrator with Hong Kong International Arbitration Centre
(HKIAC) and Qatar International Arbitration Centre (QIAC). He undertakes assignments of contract reviews, dispute resolutions and ADR
matters.
Jayems is registered as Fellow, Singapore Institute of Arbitrators (‘FSIArb’), ‘Fellow’, Chartered Institute of Arbitrators, UK (‘FCIArb’),
Member, Association of International Petroleum Negotiators (AIPN, USA), Member, Singapore Institute of Directors (M.S.I.D.), Member
Singapore Chamber of Maritime Arbitrations and Member, Maritime Law Association of Singapore.
Learn what other participants have said about this course
“Very useful course where everyone can find a benefit…..” Petronas Carligali (URGA) Operating Company LLC
“A very interesting course that has helped me to understand the subject better. And a good trainer too! Malakoff Corporation
“I am intending to rend my staff in contract department to attend this excellent event” Alkhafji Joint Operation
“This course did provide me with useful information, handy material that I can apply to my current and future job” Japan Vietnam
Petroleum Company
“Recommended for all non-legal professionals who deal with contract” Petrofac (Malaysia_PM304) Limited
“The course has increased my understanding on contract management. This is so great.” Hoong Long-Hoan Vu JOC
“This training thing provides immense insights in legal drafting while cutting into a contract” CAIRN India
EPCIC CONTRACT MANAGEMENT & ESSENTIAL ELEMENTS OF INTERNATIONAL CONTRACTS LAWS
EPCIC Contract
Management
& Essential Elements of
International Contract Law
REGISTRATION
FORM
EARLY BIRD


NORMAL
2-Days Programme Only
 17 – 18 November 2014
SGD 3499
SGD 3799
3-Days Programme Only
 17 – 19 November 2014
SGD 3699
SGD 3899
petroEDGE recognises the value of learning in teams.
Group bookings at the same time from the same
company receive the following:
3 or more at 5% off
5 or more at 7% off
8 of more at 10%
All other promotions including early bird are exclusive of
the group discount.
In-House Training
 Yes, I would like to organise this training on-site and save on total course fees!
For further information about On-site Solutions, please +65 67419927 or email info@asiaedge.net
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Make Payable to Asia Edge Pte. Ltd.
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Please quote your invoice number with the remittance advise
Account Name: Asia Edge Pte. Ltd.
Bank Code: 508
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All bank charges to be borne by payer. Please ensure that Asia Edge Pte Ltd
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PAYMENT POLICY
Payment is due in full at the time of registration. Full payment is mandatory
for event attendance. By submitting this registration form, you have agreed to
Asia Edge Pte Ltd’s payment terms
CANCELLATIONS & SUBSTITUTIONS
You may substitute delegates at any time. ASIA EDGE PTE LTD does not
provide refunds for cancellations. For cancellations received in writing more
than seven (7) days prior to the training course you will receive a 100% credit
to be used at another ASIA EDGE PTE LTD training course for up to one year
from the date of issuance. For cancellations received seven (7) days or less
prior to an event (including day 7), no credits will be issued. In the event that
ASIA EDGE PTE LTD cancels an event, delegate payments at the date of
cancellation will be credited to a future ASIA EDGE PTE LTD event. This credit
will be available for up to one year from the date of issuance. In the event that
ASIA EDGE PTE LTD postpones an event, delegate payments at the
postponement date will be credited towards the rescheduled date. If the
delegate is unable to attend the rescheduled event, the delegate will receive a
100% credit representing payments made towards a future ASIA EDGE PTE
LTD event. This credit will be available for up to one year from the date of
issuance. No refunds will be available for cancellations or postponements.
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 Online: www.petroedgeasia.net
 Email: caroline@asiaedge.net
Please note
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confirm your booking.
ASIA EDGE PTE LTD is not responsible for any loss or damage as a result of a
substitution, alteration or cancellation/postponement of an event. ASIA EDGE
PTE LTD shall assume no liability whatsoever in the event this training course
is cancelled, rescheduled or postponed due to a fortuitous event, Act of God,
unforeseen occurrence or any other event that renders performance of this
training course impracticable or impossible. For purposes of this clause, a
fortuitous event shall include, but not be limited to: war, fire, labor strike,
extreme weather or other emergency.
PROGRAM CHANGE POLICY
Please note that speakers and topics were confirmed at the time of
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advertised speakers and/or topics if necessary. Any substitutions or
alterations will be updated on our web page as soon as possible.
ASIA EDGE PTE. LTD.
Company Registration No: No. 200710561C
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This brochure may not be copied, photocopied, reproduced, translated, or
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EPCIC Contract Management & Essential Elements of International Contract Law

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EPCIC Contract Management &amp; Essential Elements of International Contract Law

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EPCIC Contract Management & Essential Elements of International Contract Law