Course Details

Objective

By the end of the course, participants will be able to understand

• Understand the purpose and structure of Sales and Purchase Agreements (SPAs).
• Identify key clauses and terms commonly used in SPAs, including payment terms, delivery schedules, and warranties.
• Draft and negotiate SPAs effectively, ensuring both buyer and seller interests are protected.
• Manage risk and legal issues related to SPAs.
• Apply strategies for resolving disputes and non-compliance in SPAs.
• Ensure compliance with industry standards, laws, and regulations during the SPA process.

Content

Day 1: Introduction to Sales and Purchase Agreements

• Overview of Sales and Purchase Agreements (SPAs): Purpose and significance
• Key differences between Sales Agreements and Purchase Agreements
• The role of SPAs in business transactions: Protecting interests, minimizing risks, and ensuring compliance
• Types of goods and services covered by SPAs (e.g., tangible products, services, and intellectual property)
• Legal and regulatory framework for SPAs in different industries

Day 2: Key Clauses and Terms in SPAs

• Common terms in Sales and Purchase Agreements: Price, payment terms, and delivery schedules
• Warranty and representations clauses: Understanding obligations and buyer/seller assurances
• Risk allocation clauses: Transfer of ownership, risk of loss, and force majeure
• Confidentiality and non-disclosure clauses: Protecting sensitive business information
• Penalties, dispute resolution mechanisms, and termination clauses
• Clauses related to product quality, inspection, and acceptance

Day 3: Drafting and Negotiating Sales and Purchase Agreements

• The drafting process: Steps to create a well-structured SPA
• Identifying and addressing negotiation points: Pricing, delivery schedules, and payment terms
• Customizing SPAs for specific industries and business needs
• Balancing flexibility and certainty in terms and conditions
• Strategies for effective negotiation: Achieving favorable terms for both parties

Day 4: Risk Management and Legal Considerations

• Identifying risks in SPAs: Financial, operational, and legal risks
• Risk mitigation strategies: Insurance, guarantees, and indemnities
• Legal frameworks governing SPAs: Local and international laws (e.g., Uniform Commercial Code, INCOTERMS)
• Breach of contract and remedies available under SPAs
• Compliance and regulatory considerations in different jurisdictions
• How to ensure the enforceability of SPAs in court

Day 5: Managing Disputes and Compliance

• Dispute resolution strategies: Negotiation, mediation, arbitration, and litigation
• Managing non-compliance: Remedies for breach of contract
• Monitoring and enforcing SPA compliance
• The role of contract management in long-term relationships
• Best practices for ongoing SPA management: Amendments, renewals, and extensions

NOTE:

Pre-& Post Tests will be conducted.

Case Studies, Group Exercises, Group Discussions, Last Day reviews, and assessments will be carried out.

Methodology

A highly interactive combination of lectures and discussion sessions will be managed to maximize the amount and quality of information and knowledge transfer. The sessions will start by raising the most relevant questions and motivating everybody to find the right answers. You will also be encouraged to raise your own questions and to share in the development of the right answers using your own analysis and experiences.  Tests of multiple-choice type will be made available on daily basis to examine the effectiveness of delivering the course.

Very useful Course Materials will be given.

• 30% Lectures
• 30% Workshops and work presentation
• 20% Group Work& Practical Exercises
• 20% Videos& General Discussions