Essentials of Preparing & Negotiating Contract Terms

by Prof Catherine Tay


Why You Should Attend This Course

Do you know the difference between “Agreement” and “Contract”?

Business contracts are a lifeline for any organisation’s profits.  Through such contracts, the money will flow.  If the contract is not carefully negotiated, prepared and managed, the organisation can be exposed to risks with costly contractual disputes and financial losses.  So it is important when doing any business to understand and know what and how to use your contract to suit particular circumstances.

Ignorance is not a privilege. It is a misfortune.

The course will equip those preparing the scope of work and pricing document with an effective solid drafting skills and appreciation of the principles of contractual interpretation.  This course will also explain what critical terms and clauses to negotiate for when reaching an agreement.  The golden tips of drafting will also be given. 

You do not need to have prior legal knowledge to attend this highly interactive and interesting course.

  • Sharing excellence in best practices & tips in preparing & negotiating commercial projects
  • Knowing the meaning of words used in contract terms
  • Learning the principled negotiation PIOC techniques in commercial agreements
  • Mastering how to get other party to say “Yes” to all your terms & conditions
  • Overcoming obstacles in difficult negotiations
  • Identifying negotiation strategies to deal with tricks and tactics
  • Understanding the purpose & role of contracts
  • Appreciating the structure and content of commercial contracts
  • Choosing the right contract clauses to protect your organisation needs
  • Sharpening the fundamental basic drafting skills
  • Enhancing learning by participating in exercise for contract preparation

Preparing Contracts

Contract planning & Contracting Strategy

  • how to start from the beginning
  • using standard form contracts
  • boilerplate clauses (standard terms)
  • which clauses to use? And why? And when?

Basic Drafting Skills & Practical Tips

  • format and structure of commercial contracts
  • the Hexagon Drafting principles for drafting success
  • brevity and clarity in drafting
  • importance of punctuation & recitals
  • the 10 Golden Drafting Rules
  • what the common drafting mistakes to avoid?
  • what is the most powerful layout device in drafting?

Principles of Contractual Interpretation

  • Golden rule for contract interpretation
  • literary rule
  • contextual rule
  • technical or jargon meaning
  • define in definitions & interpretation clause
  • contra proferentum rule – exclusion clauses
  • ejusdem generis rule (of the same kind rule)

Important Contract Terms to Consider

  • payment and performance provisions
  • risk allocation, liability, insurance, guarantees
  • representation and warranties
  • indemnities and exclusions
  • sharing best practice in tailoring your limitations of liability clause to meet your needs
  • force majeure clause – doctrine of frustration
  • default and termination clauses
  • consequential loss, cumulative remedies and damages
  • dispute clauses, mediation and arbitration
  • proper law and jurisdiction
  • intellectual property rights– foreground & background
    • patents, copyrights and trademarks
  • entire agreement clause
  • notices clause
  • severability clause

Negotiating Contracts

Excellence in Negotiation Strategies

  • positional bargaining
  • principled negotiation PIOC techniques
    • separate “people” from “problem” 
    • focus on interests, not positions
    • create options for mutual gain
    • insist to use objective criteria
  • identify yours and their BATNA
  • recognise dirty tricks & combating these
  • the 5 tips for breaking deadlock situations
  • sharing 12 practical tips in preparing negotiation
  • Case study: The Unfair Advantage
  • 8 tips for power communication & principles of persuasion
  • know the pitfalls in negotiation   

The 5 Break-Through Strategies for Difficult Negotiations

  • do not react
  • go to the balcony
  • don’t argue, listen actively
  • don’t reject, but reframe
  • don’t push, build a golden bridge
  • Go slow to go fast – by drawing negotiations to an effective closure
  • don’t escalate but use power to educate       

Preparation for Closing Negotiation

  • proceeding to agreement
  • documenting the agreement
  • reviewing the agreement
  • following-up the agreement

Project Director, Project Manager, Contract Administrator and Manager, Procurement Officer, Contracts Executives & Managers, Programme & Business Managers, Project Engineers and Commercial Managers, Directors, Financial Controllers & finance and operation executives, Credit executives and accounts supervisors, Maintenance Managers, Marketing & Sales Directors, Business Advisers, Bank officers, Consultants, Company Secretaries and any other Professionals who prepare & negotiate commercial contracts.

Prof Catherine Tay Swee Kian has more than 35 years of experience lecturing law as Associate Professor at the National University of Singapore (NUS) Business School, Department of Strategy & Business Policy.  She is a Barrister-at-law from Lincoln’s Inn, United Kingdom.  Prof Tay is also an Advocate & Solicitor of the Supreme Court of Singapore and an author of several books including her best seller books on Contract Law and Director Duties & Corporate Governance.

Prof Tay studied law at Queen Mary College, University of London and graduated with an honours degree in Bachelor of Laws and a degree in Master of Laws, in which she specialised in Company, Shipping, Insurance and Marine Insurance laws.  She was called to the English Bar by Lincoln’s Inn in 1978.  She did her pupillage under the Honourable Lady Mary Hogg in London and returned to Singapore in the law firm of Rodyk & Davidson. 

Prof Tay won the Aw Boon Haw and Aw Boon Par Memorial Prize for the overall best student in 1980 during her postgraduate practical law course in Singapore. She was called to the Singapore Bar in 1980. 

      A/Prof Tay is currently a member of the National Healthcare Group Institutional Review Board (IRB) of Domain Specific Review Board tasked to review the scientific and ethical aspects of research protocols since 2002.  She received her 15 Long Service Award from NHG IRB in 2018.  She is also currently a member of the Centralised Institutional Review Board (IRB), Singapore Health Services Pte Ltd tasked to review clinical protocols for human subject experimentation.  A/Prof Tay was a member of SingHealth Polyclinics IRB since 2003.  She received her 10 years Long Service Award from Singhealth Centralised Institutional Review Board in October 2019. 

Prof Tay was also a member of the Research & Ethics Committee of Alexandra Hospital. She was also the medical-legal adviser of the Institute of Mental Health / Woodbridge Hospital. She was a member of the panel for lay persons for the National Transplant Ethics Committee, Ministry of Health in 2009-2011.

Prof Tay was on the Board of Overseas Editors for the (United Kingdom) Journal of Financial Crime, an official publication of the Cambridge International Symposium on Economic Crime.  She has presented numerous papers at many conferences and seminars on Business Law, Medical Law, Company and Insolvency Laws both overseas and in Singapore.  She is an examiner on law subjects for a number of professional bodies in Singapore and overseas.

Prof Tay conducts in-house customised corporate programmes and seminars / workshops for commercial firms, banks, hotels, hospitals, statutory boards and companies, clubs and associations on topics such as contract management; corporate governance in both public and private sectors including public-private partnership contracts; tender bids bidding in procurement contracts; service level agreements and tenancy agreements. For over 7 years annually, she was the Programme Director, for a Singapore-Commonwealth Third Country Training Programme, Singapore-Commonwealth Advance Seminar for Chief Executives 28 May – 7 June 2008, jointly sponsored by Ministry of Foreign Affairs and the Commonwealth Fund for Technical Co-operation Commonwealth Secretariat London, United Kingdom at Training Institution – National University of Singapore Business School.

Prof Tay has supervised medical students in electives on Medical ethics & medico-legal subjects at the NUS Yong Loo Lin School of Medicine, and also for University of Manchester at Singapore Polytechnic. She also lectured nursing students in nursing law and ethics at the NUS Alice School of Nursing as well as in Nanyang Polytechnic. She has lectured medical law and biomedical ethics in the NUS Faculty of Dentistry for more than 15 years. She has lectured in executive training courses at the NUS Extension in professional and business management law courses for over 34 years.  A/Prof Tay was the external examiner on medical law ethics at the Hong Kong University, Law Faculty (2007-2008).

Prof Tay was a Visiting Consultant and adjunct lecturer at the Institute of System Science, NUS for over 16 years lecturing IT outsourcing contracts, intellectual property and contract law. She gave lectures in Industrial Relations and Labour laws at the Ong Teng Cheong Institute of Labour Studies for over 12 years on labour laws in industrial relations. She was also the local teaching affiliate lecturing business law for Adelaide University, Australia.  A/Prof Tay is the Honourable Legal Advisor for Singapore Optometric Association, as well as for the Singapore Institute of Engineering Technologists.

Prof Tay lectures on “The Legislature, Policy Formulation & Implementation for Good Governance” to Ministers from Nigeria, Kaduna State Legislators” on 16-18 April 2018 at Singapore 2018 Capacity Building Retreat at Singapore Institute of Management (SIM) Professional Development. She also lectures on “Leadership & Governance” to Legislators from Kenya, 21-22 May 2018 at SIM Professional Development. She also lectures Public-Private Partnerships (PPP contracts) and joint ventures to global audience. She gave lectures several times on Corporate Governance to bankers from Uzbekistan.


04 – 05 Oct 2021

Course Fee


The class offers in-class or virtual learning
  • Time: 9am – 5pm
  • SDF Available (Non-WSQ) Code: CRS-N-0044138
    SkillsFuture Credit eligible
  • MIS Member enjoy 10% Discount
  • Register for 8 or more participants to enjoy 10% Group Discount