1. H11.pE-3.0 Welcome Master of Project Management / International project contracts - r 1.1 – slide 1 International project contracts E.S.C.T. 2005-2006

2. Master of Project Management / International project contracts – r 1.1 - slide 2H11.pE-3.0 Scope for this course Objective  Getting international project managers to contract management  understanding a contract  getting the capabilities to steer a contract negotiation Application  Contracting and executing an international project contract.

3. Master of Project Management / International project contracts – r 1.1 - slide 3H11.pE-3.0 My job : international contracts for telecom infrastructure

4. Master of Project Management / International project contracts – r 1.1 - slide 4H11.pE-3.0 General Points  Why a contract ?  A sale is an agreement by which Party A commits to deliver something to Party B and B commits to pay A  Under French Law, a written contract is not mandatory, but : Extremely useful ( Accounting, tax regulations, banks, project management) Contract includes the memory of the agreement between the Parties  Types of Contract :  Equipment, services,  Technical support, repair or maintenance  Training courses, transfer of know-how  All in the same contract

5. Master of Project Management / International project contracts – r 1.1 - slide 5H11.pE-3.0 General Points What a contract must say?  Identification of the Parties:  The Seller  The Buyer  Their respective authorised representatives  The Scope of work:  Description of the Equipment  Description of the services  The delivery schedule  The Price:  The base price  The type of price  The Payment conditions  The General Terms and Conditions (“T & Cs”)  “Business” T & C  “Administrative” T & C  “Legal” T & C  The coming into force

6. Master of Project Management / International project contracts – r 1.1 - slide 6H11.pE-3.0 THE CONTRACT: Front Page  Contract Nber ….  Made and entered into by and between …  For the supply of …  Signed on … by Mr. … on behalf of (Buyer) and Mr. … on behalf of (Seller)

7. Master of Project Management / International project contracts – r 1.1 - slide 7H11.pE-3.0 THE CONTRACT: Identification of the Parties, preamble, summary  Identification of the Parties  Name, address, natural person empowered to execute and commit the company  Preamble  Explain the context of the Contract  Should not contain rights or obligations  Summary

8. Master of Project Management / International project contracts – r 1.1 - slide 8H11.pE-3.0 THE CONTRACT: Backbone of the Contract  Contract Terms  The contractual dictionary  Scope of the Contract  Description of Supply and services  Contract documents  The list of documents making part of the Contract  Delivery Schedule

9. Master of Project Management / International project contracts – r 1.1 - slide 9H11.pE-3.0 THE CONTRACT: Financial Terms  Price  Type of price Firm Firm and fixed Currency  Taxes, levies and duties  Who pays what ?  Payment conditions  When? Upon delivery downpayment Milestones Term of payment  How? Simple bank transfer Means of payment (documentary credit, promissory note, etc …)  Guaranties issued in favour of the Customer

10. Master of Project Management / International project contracts – r 1.1 - slide 10H11.pE-3.0 THE CONTRACT: The rules of the game  Acceptance  Factory Acceptance  Final on Site Acceptance Transfer of risk Transfer of title  Buyer’s undertakings  Transport of equipments  Insurance  Customs clearance  Documentation  Associated Contractor’s obligations  warranty  Changes and spares  Training course  Default  Liquidated damages for late delivery  Termination for default

11. Master of Project Management / International project contracts – r 1.1 - slide 11H11.pE-3.0 THE CONTRACT: General T & C’s  Liabilities  Secret  Proprietary rights  Background  foreground  Force Majeure  Disputes  Arbitration  Coming into force

12. Master of Project Management / International project contracts – r 1.1 - slide 12H11.pE-3.0  Technical annexes  Technical specifications  Statement of work  Product assurance plan  Test plan definition (acceptance criteria)  Financial Annexes  Models of guarantee Advance payment bank guarantee Performance bank guarantee Model of documentary credit Model of promissory note  Other annexes  Power of attorney  Model of acceptance certificate THE CONTRACT: Annexes