C L A R I D E N March 2014

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C L A R I D E N 27-28 March 2014 Knowledge for the world business leaders Intercontinental Melbourne The Rialto Faculty Leaders Stanislav Roth Managing Director Advised and represented numerous

Counsel at the MNCs across Australia including, Alstom, Areva and Lend Lease Advised major projects in Australia, including the Barangaroo precinct development in Sydney, Gorgon LNG project in

1 C L A R I D E N March 2014 Knowledge for the world business leaders Intercontinental Melbourne The Rialto Faculty Leaders Stanislav Roth Managing Director Advised and represented numerous clients in the energy, mining service, construction, manufacturing, engineering, infrastructure, professional services, distribution and trading industries in Australia Former Senior In-House Legal Counsel at the MNCs across Australia including, Alstom, Areva and Lend Lease Advised major projects in Australia, including the Barangaroo precinct development in Sydney, Gorgon LNG project in Western Australia, the New Royal Adelaide Hospital in South Australia and Victorian Comprehensive Cancer Centre George Paramananthan Chief Operations Officer Chief Operations Officer of Former General Counsel, Head of Legal & Compliance, Acting Chief Operational Officer and Business Transitions Director for a range of global multinationals Advised numerous industries including the telecommunications and multimedia, FMCG, luxury retail, banking and financial services, insurance and risk and a range of professional service businesses

2014 Clariden Global Executive Education FACULTY DIRECTORS Stanislav Roth Managing Director Stanislav is the managing director of, an innovative legal firm, which specialises in providing highly

2 2014 Clariden Global Executive Education FACULTY DIRECTORS Stanislav Roth Managing Director Stanislav is the managing director of, an innovative legal firm, which specialises in providing highly practical in-house style legal services. Prior to establishing, Stanislav has worked as a senior in-house lawyer at the multinational engineering company, Alstom, regional Asia-Pacific general counsel of the energy company Areva and senior legal counsel at Lend Lease. At, Stanislav has also advised and represented numerous clients in the energy, mining service, construction, manufacturing, engineering, infrastructure, professional services, distribution and trading industries. Throughout his career, Stanislav has focused on drafting, reviewing and negotiating construction, design & construct, supply, services, procurement, outsourcing and distribution contracts. Stanislav has worked on some of the major construction and infrastructure projects in Australia, including the Barangaroo precinct development in Sydney, Gorgon LNG project in Western Australia, the New Royal Adelaide Hospital in South Australia and Victorian Comprehensive Cancer Centre. Stanislav has also conducted numerous contract training seminars for his clients as well as at conferences and has written articles on a wide range of contract law subjects, including on indemnities and preliminary agreements. George Paramananthan Chief Operations Officer George is the chief operations officer of, an innovative legal firm, which specialises in providing highly practical in-house style legal services. George is a trained corporate lawyer, who has held various senior executive positions including as General Counsel, Head of Legal & Compliance, Acting Chief Executive Officer, Acting Chief Operational Officer, Business Transitions Director and Acting Human Resources Director for a range of global multinationals. In his professional experience, he has drafted and negotiated a range of commercial contracts for multiple industry sectors including satellite agreements, broadcasting agreements, content licensing agreements, IT/IP licensing and services agreements as well as advised on consumer protection law, competition law, franchising law and commercial leasing. George has advised numerous industries including the telecommunications and multimedia, FMCG, luxury retail, banking and financial services, insurance and risk and a range of professional service businesses. George has an extensive background in public speaking including as seminar chairperson, discussion panel member, keynote speaker or guest speaker across leadership conferences both in Australia and overseas 2

3 2014 Clariden Global Executive Education EXECUTIVE SUMMARY Program: Dates: Location: March 2014 Intercontinental Melbourne The Rialto Early Bird 1 (Register & pay by 7 February 2014): AU$2,595 Early Bird 2 (Register & pay by 7 March 2014): AU$2,795 Regular Tuition Fee: AU$2,895 For limited period only: Registration for 2 participants, 10% on 2nd participant For limited time only by 7 March 2014, registration for 3 participants, the 4th participant will receive a complimentary seat (one discount scheme will apply) Program Essence: This two-day executive program is designed to give executives across a range of disciplines and industries insights into commercial contract structuring, drafting and negotiation in Australia. It will also look at some of the skills associated with managing commercial contracts, including some techniques for controlling liability in contracts and a guide to drafting dispute resolution clauses. By the end of the program, participants will have a solid skill set of how to understand and manage commercial contracts in Australia, which protects the rights and obligations of parties and delivers the best commercial outcomes for your business. PROGRAM INTRODUCTION As your business grows and faces higher value, riskier and more complex contracts, it will be essential for managers, such as you, to be equipped with the right toolbox of practical skills to manage commercial and legal complexity while protecting your organization s business interests. This program is designed to give executives across a range of disciplines and industries insights into contract structuring, drafting and negotiation. It will also look at some of the skills associated with managing commercial contracts, including some techniques for controlling liability in contracts and a guide to drafting dispute resolution clauses. You will gain insight into the commercial and legal issues surrounding contracts, and determine how you can proactively identify and manage the commercial risks involved when doing business in Australia. You will return to your business equipped with the knowledge to ensure that you have all the bases covered, and that you can effectively protect your company from costly and ineffective contractual arrangements. Interactive discussions and group work will include a range of case studies of recent commercial contract disputes in Australia, as well as taking participants through a range of commercial real life scenarios to increase practical knowledge and applicability. WHO WILL BENEFIT THE MOST This program is designed specifically for middle to senior executives including Directors, Head of Departments, Managers & Executives in commercial enterprises with responsibility to structure, draft, review or execute contracts, dealing with: Contracts Commercial Sales and Marketing Purchasing / Procurement Project Management Business Development Operations Finance 3

4 2014 Clariden Global Executive Education LEARNING OBJECTIVES By participating in this program, you will be able to: Gain an appreciation of the basic concepts of contract law, including the principles of contract formation Understand the risk associated with various preliminary agreements such as heads of agreement and memoranda of understanding Understand key provisions of contract designed to manage liability, in particular limitations of liabilities and indemnities Make informed decisions about the appropriateness of various contractual dispute resolution mechanisms Get a better appreciation of effective communication tactics which would be useful during contract negotiations Gain some insight into building an effective team around you, which will help you during contract negotiation activities Understand how to overcome your stress reactions, particularly during complex contract negotiations. This program is designed to be interactive, and you are encouraged to actively participate in the discussions. By sharing your experiences, you and your fellow participants will be guaranteed to get the most out of the program. PROGRAM OUTLINE DAY ONE - 27 March 2014, Thurday 1. Forming and structuring the contract In this session, we will look at the key principles of contract formation (offer, acceptance, intention etc) and different contract structures (one-off supply, standing offer, period contracts etc). We will also look at various types of preliminary agreements such as heads of agreement and memoranda of understanding and consider the advantages and disadvantages of using them. The subjects canvassed will include: Principles of contract formation Identifying the types and structures of the contract Role of pre- and post-contractual arrangements Preliminary agreements Case study based on the recent High Court case of ASIC v Fortescue Metals Group Ltd 2. Effective communication in contract negotiations This session will explore the ways in which effective communication can assist in contract negotiations. In this session effective contractual language, strategies on using non-verbal communication and understanding how to effectively communicate your points during contract negotiations will be discussed. The subjects canvassed will include: Understanding the different communication forums Mastering the elements of communication Defining your audience Defining their motivation Tips on how to effectively package your message Sample techniques for selecting the right contractual language The benefits of non-verbal cues in negotiations 3. Drafting the contract In this session, we will look at express and implied terms of contract. We will particularly focus on key contractual provisions dealing with liability. The subjects canvassed will include: Express and implied contract terms Key contractual provisions dealing with liability (limitation of liability, indemnity, insurance and liquidated damages) 4

5 2014 Clariden Global Executive Education Program Outline Other key terms (including variations, defects liability, governing law, dispute resolution and entire agreement clauses) Case study based on the recent Supreme Court of Western Australia case Regional Power Corporation v Pacific Hydro Group Two Pty Ltd 4. Dealing with stressful negotiations This session will explore the ways in which stressful situations like contract negotiations can have a negative effect on any outcome. This session will discuss the physiology of stress, techniques to identify stress triggers and suggest ways to deal with both stressful situations in the immediate as well as the long-term. Subject canvassed will include: What is stress? Identifying your stress triggers The negative effects of your stress triggers Managing your stress Tips on dealing with situational stress Long-term stress management techniques DAY TWO - 28 March 2014, Friday 1. Breach of contract In this session, we will look at the remedies for breach of contract. The subjects canvassed will include: General damages Liquidated damages and penalties Termination of contracts 2. Risk management strategies for contractual relationships This session will explore the importance of identifying and managing legal and commercial risks in contractual relationships. This session will discuss the concept of risk-tolerance and explore various strategies that can be used to minimise legal and commercial risks. The subjects canvassed will include: Defining risk in contractual relationships Identifying and understanding your risk-tolerance profile Suggested tactics to manage contractual risks 3. Dispute resolution techniques In this session, the various contractual strategies for dispute resolution will be identified and evaluated. The subjects canvassed will include: Types of contractual dispute resolution regimes Drafting considerations for arbitration clauses Drafting considerations for mediation clauses The use of expert determinations Matters to consider when using different contractual dispute resolution regimes Sample dispute resolution clauses Effective techniques and behaviour for dispute resolution 4. Reviewing common types of commercial contracts in Australia In this session, we will look at various types of commercial contracts used in Australia. We will also look at the emergence of less adversarial approaches to contracting, especially in large projects, such as alliances and partnerships. The subjects canvassed will include: Supply of goods contracts Provision of services contracts Construction contracts Intellectual Property: assignment and licensing contracts IT contracts Outsourcing contracts Alliance and partnership contracts 5

6 STRUCTURING, NEGOTIATING & MANAGING COMMERCIAL CONTRACTS IN AUSTRALIA March 2014 Intercontinental Melbourne The Rialto REGISTRATION PAGE C L A R I D E N Knowledge for the world business leaders Booking Contact (Approving Manager) Mr/Mrs/Ms: Job Title: Department: Telephone: Fax: Organization: Address: Postal Code: I would like to receive more information on hotel accommodation using Clariden Global coporate rate. Please Register the following participant(s) for this Program: 1st Participant Name (Mr/Mrs/Ms): 2nd Participant Name (Mr/Mrs/Ms): 3rd Participant Name (Mr/Mrs/Ms): 4th Participant Name (Mr/Mrs/Ms): PROGRAM FEES 1 ST EARLY BIRD FEE: AU$2,595 (Registration and payment must be received by 7 February 2014) 2 ND EARLY BIRD FEE: AU$2,795 (Registration and payment must be received by 7 March 2014) REGULAR FEE: AU$2,895 GROUP DISCOUNT: For 2 registrations from the same company and billing source, the 2nd participant enjoys a 10% discount. For registrations before 7 March 2014 and for 3 or more participants, the 4th participant will receive a complimentary seat Important Notice: Payments are required with registration and must be received prior to the Course to guarantee your place. PAYMENT METHODS BY CHEQUE / BANK DRAFT : Made payable to CLARIDEN GLOBAL INTERNATIONAL LIMITED and mail to: 3 International Business Park, #04-29, Nordic European Centre, Singapore BY TELEGRAPHIC TRANSFER TO: Bank Name: Standard Chartered Bank Bank Code: 7144 Bank Branch Code: 001 Bank Address: 6 Battery Road, #01-01 Singapore Bank Account No: Bank Account name: CLARIDEN GLOBAL INTERNATION LIMITED SWIFT Code: SCBLSGSG Please note that all bank charges are to be borne by participants. Please ensure Clariden Global International Limited receives the full invoiced amount. Note: Please include invoice number on all payment types and your company s name in your payment instructions for our reference. CREDIT CARD: To make payment by credit card, please call our client services hotline at WAYS TO REGISTER admissions@claridenglobal.com Fax: Call: Website: DATE AND LOCATION This executive program will be held at: Intercontinental Melbourne The Rialto March Collins Street Melbourne, 3000 Australia Tel: Website: The fee for this two-day executive program includes all written materials, lunch and refreshments. HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque made payable to Clariden Global International Limited. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. ACCOMMODATION Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation. SPONSORSHIP INTERESTED IN PROMOTING YOUR ORGANIZATION TO OUR PARTICIPANTS For more information on sponsorship, tabletop displays & insert opportunities, please contact us at CANCELLATIONS AND SUBSTITUTIONS Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee. ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM PLEASE NOTE: Clariden Global International Limited reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global International Limited will refund the full amount and disclaim any further liability. ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global International Limited and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services. Visit us at for upcoming events FOR OFFICIAL USE FEE RECEIVED REFERENCE L4023/DS/JT

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