Procurement: Legal Issues & Contract Law

The Agenda for the “Procurement:  Legal Issues & Contract Law” seminar is as follows:

Introduction to Contract and Business Law Terminology

  • Definition of key terms and examples of their real world application:
    • Explanation of Consequential and Incidental Damages, Indemnity, Implied Warranties, Disclaimers, Remedies at Law, and Limitation of Liabilities

Creating a Binding Contract

  • Important Elements of a Contract

The Uniform Commercial Code

  • Differences in Contract Law between Goods (UCC) and Services (General Contract Law)
  • Article 2:  Sale of Goods
  • Buyer’s & Seller’s rights and obligations under the UCC.

Key Contract Clauses

  • Warranties
    • How they relate to the Statement of Work
    • Express and Implied Warranties
  • Time is of the Essence
  • Acceptance
  • Termination

Fighting the “Battle of the Forms”

  • Guidelines in “fighting the battle”
  • Key language to include in your PO

Focusing on the Important Issues in your PO and Contract

  • Exercises in identifying the major issues

Buyer’s Rights and Remedies under the UCC and General Contract Law

  • Buyer’s rights upon Delivery
  • Rights of Inspection and Rejection
  • The Significance of Acceptance
  • How a Buyer can Revoke Acceptance after it is given
  • Damages Buyer is entitled to when Seller has breached
  • Cover;  Offset;  and other Remedies at Law

Understanding the Seller’s Perspective

  • Force Majeure
  • Limitations of Liabilities
  • Warranty Disclaimers
  • The Damages Dilemma:  The Buyer’s and Seller’s Perspectives

E-Commerce and Contracts

  • Creating Contracts on-line


  • Who has the Authority?
  • Gain control over the “other buyers” in your organization.

Intellectual Property

  • Trade Secrets; Copyrights; Trademarks; Patents
  • Work for Hire and Assignments
  • How to Protect your IP and make sure it remains (or becomes) yours
  • Non-Disclosure Agreements


  • QUESTIONS……come prepared to ask them!
  • Receive a comprehensive manual (over 150 pages) which includes clear explanations of the above areas as well as sample clauses, contracts, and letters