Overview
This Service Level Agreement contracts management training course highlights the importance of Service Level Agreements to meet the needs of companies that are dependent on long-term partnership arrangements with external suppliers of services in achieving strategic goals.
The contractual protection set forth in Services Agreement are of great consequence as they determine among other issues, what services [“Services”] and deliverables [“Deliverables”] a company is required to provide or entitled to receive, how much liability each party is exposed to, the legal remedies available to a party should the other party fails to perform its obligation and under what circumstances the Services Agreement may be terminated prior to completion of Services.
This program also provides contractual protection mechanisms for insertion in Service Level Agreements, the reasoning behind them and sample wording for easy drafting.
Further to enhance the program, each mechanism is summarized with a quick reference provided for both Service Provider and Buyer. Drafting and understanding the required clauses is made easier with an Embedded Contract Language Checklist.
- This training course will feature:
- The benefits of using service level agreements
- How the different levels of SLAs operate
- What is involved in planning, writing and managing service level agreements
- How payment is managed
- How to manage all levels of risk in the Service Level Agreements
- What are the proprietary rights under the SLA
- What amounts to poor performance
- To learn how to manage liabilities
- Understanding the Terms under the SLA
- Sample Language for all sections of the SLA for Buyer and Service Provider.
Learning Outcomes
By attending this "Commercial Contracts " programme you will:
- Plan a range of service level agreements, construct & control contract negotiations & disputes
- Understand the need for Non Disclosure Agreement in Services
- Strengthen your Services and Deliverables sections
- Manage the balance between both parties in Scoping of Services
- Learn to use the Acceptance mechanism to manage quality and completion of the Works
- Differentiate the different types of payment structure and contracts
- Avoid unexpected Fee and Expenses
- Avoid Fee Increase by either party
- Manage Work Product especially when Work Product is owned by one party
- Deal with Non Express Warranties for both parties and avoid unexpected liability
- Understand Indemnities and those relating to IP of either party and that of Third Parties
- What to do when one party unable to get indemnity from Third Party IP owner
- Terminate the contract and understand the different aspects of termination of services.
- Articulate how quality SLAs should be included within the Procurement processes
- Negotiate service level agreements with internal and external suppliers
- Document appropriate quality outcomes from service contracts
Who Must Attend
This training course will benefit all levels of personnel engaged in purchasing and procurement, commercial and contracts management departments, and technical operatives, Legal Counsels, Engineers providing performance under service level agreements. It will enable them to contextualise their work, understand the contract and become aware of the different issues and risks associated with SLA contracting.
This training course is suitable for a wide range of professionals but will greatly benefit:
Service Delivery professionals/Quality Assurance professionals, Contract Administrators, Contract Professionals and Project Coordinators
Specifiers, Buyers, Purchasing Professionals and Procurement Officers
IT Professionals, Engineers, Lawyers.
Those involved in the planning, evaluation, preparation and management of tenders and awards for service contracts or internally-supplied corporate services
Course Details
Module 1 – PRINCIPLES AND FUNCTIONS OF SERVICE LEVEL AGREEMENTS (SLA)
UNDERSTANDING NON DISCLOSURE AGREEMENT AND HOW TO DRAFT FOR SERVICE LEVEL AGREEMENT CONTENT
- The Enforceability of a Confidential or Non-Disclosure Clauses in an SLA
- Addressing the issue of confidentiality in the SLA and Non-Disclosure Agreements in SLAs
- Defining the specific information that needs to be treated as confidential.
- Remedies in the event of a breach of confidentiality
- Sample language provided to assist in drafting.
MODULE 2 - KEY ASPECTS THAT SHOULD BE COVERED IN AN SLA
- Overall understanding of what an SLA is and when it should be used.
- Document structure
- Service Level Targets and Objectives – Using the SMART rule.
- Services Description and the Statement of Works – The How and Why of Service Description
- Drafting the Scope of Works
- Acceptance/Criteria for Acceptance /Guidelines for Buyer and Service Provider
- Regularly Scheduled Meetings -Impact on Performance
- Sample Language Buyer and Service Provider Clauses and Statement of Works provided.
Module 3 – INCENTIVES, Fee, Expenses and Payment
- Understanding Financial and Non-financial incentives
- Understanding positive and negative incentives -using carrots and sticks
- Fee Expense and Payment –
a) Pricing Structure – Types of Contract discussed.
I. Time and Material Contract
II. “Fixed Fee” Contract
III. Not to Exceed Contract
IV. FFE Contract
b) Mechanisms to eliminate Unexpected Fees and Expenses
c) Avoiding Unexpected Fee and Expense on Buyer’s Perspective and the Service Provider’s Perspective
d) Sample Language for Payment Structure provided
- Late Payment Penalties
Module 4 – PROPRIETARY RIGHTS UNDER THE SERVICE LEVEL AGREEMENT
- Work Product under the Service Level Agreement
- Work Product –
a) Transferring Work Product to Buyer – Mechanism
b) Joint Ownership of Product – Balancing Competing Interest
c) Ownership of Deliverables
Module 5 – MANAGING CONTRACTUAL RISK IN SERVICE LEVEL AGREEMENTS
- Warranties
- Mutual Warranties /authority
- Disclaimer of Non-Express Warranties
- Service Provider’s Warranties
I. Non-Infringement Warranty; Infringement of Contingency
II. Buyer’s Non-Infringement Warranty
III. Compliance with the Service Description and Documentation
- Disclaimer of Non Express Warranties
- Service Provider’s statements relating to Services and Deliverables
- Scope of Buyer’s Disclaimer
- Guidelines for Service Provider and Buyer on legal impact of Non Express Warranties
- Indemnification –
- Common indemnities
- Common Indemnification Limitation:
I. Standard of Care
II. Third Party Claim
III. Delaying the Obligations under SLA
IV. Capping the indemnification Obligation
- Indemnification Procedure
- Indemnification and Third Party Intellectual Rights
- Infringement Concern
- Sample Language for Non-Express Warranties/ Indemnities and Infringement Indemnities for Buyer and Service Provider
- Assignment
- When Assignment can be carried out
- Mechanism for Novation
Module 6 – MANAGING CONTRACTUAL LIABILITY ARISING FROM BREACH UNDER Service Level Agreement
- Breach of Contract and Limitation of Liability
- Excluding and/or Capping Certain Types of Liabilities
- Carve-Outs
- Exclusive Remedies
- Insurance
- Sample Language for Capping of Liability and Carve-Outs provided
Module 7 – Terms
- Stated Term
- Auto-Renewal
- Fee Increase and how Buyer can safeguard against Fee Increase
- Sample Language for drafting Stated Term/Auto Renewal and Fee Increase.
Module 8 – REMEDIES APPLICABLE TO SLAs DISPUTE MANAGEMENT AND RESOLUTION OPTIONS
-
Termination Due to an Uncured Breach:
I. The General Rule
II. Waiver of Breach
III. Liquidated Damages - Termination Due to Insolvency/Bankruptcy
- Termination for Convenience
- Transition Services
Module 9 - BOILERPLATES IN SERVICE LEVEL AGREEMENT CONTRACTS
- Definitions and understanding of the following in a contract:
- Condition Precedent
- Representations & Warranties
- Breach & Default
- Liquidated Damages & Penalty clauses
- Affiliates / Subsidiaries
- Independent Contractor
- Survival and Merger
- Force Majeure
- No Publicity
- Entire Agreement and when it doesn’t apply
- No Waiver
- Assignment and Novation -The differences in Risk Transfer
- Counterparts
Additional Material:
- Buyer Issues Checklists
- Buyer Issues Checklists with Embedded Contract Language
- Service Provider Issues Checklists Quick Reference.
- Service Provider Issue Checklist with Embedded Contract Language
- Service Level agreement – Self Assessment Checklist for Organisation
Methodology
This contracts management training course will utilise a variety of proven adult learning techniques to ensure maximum understanding, comprehension and retention of the information presented. This includes high levels of participant discussion, group interaction, delegate group exercises and case studies. Delegates will be encouraged to raise their own issues and problems faced within their industry or organisations for discussion on a confidential basis.
Some of the Exercises completed during this Training will be:
Issue-spotting on: - Proprietary issue spotting
- Indemnity Issue spotting
- Service Level Agreement Issue Spotting
Course Leader
R. KRISHNA MOORTHI Designation: Advocate & Solicitor
Professional Qualification MBA (Management), UKM
Professional Qualification LLB)Hons) London University of East London
Professional Certificate in Legal Practice
Professional Qualification MBA (Management), UKM
Professional Qualification LLB)Hons) London University of East London
Professional Certificate in Legal Practice
Mr. Krishna was previously the Legal Manager in 2012 for a renowned franchise company in Kuala Lumpur for approximately 7 years and an active legal and corporate advisor to the CEO and group of companies. He had drafted many commercial agreements for the company including international clients from UAE, China, Jordan, Philippines which required his expertise. When PDPA was implemented in 2012, Mr. Krishna was asked by the CEO to formulate a PDPA procedure and compliance form, and he was the compliance officer to monitor the data received and used by the company. All departments within the organization had to refer to him to get approval to use personal data gathered from business owners for purposes of direct marketing. He had to strike a balance between the company’s interest and consumers to avoid breach of the PDPA 2010. He had extensive experience in the field and highly respected in the franchise industry and governmental agencies. Mr. Krishna is a formidable Advocate & Solicitor in various areas of law that he has represented and has always complied with the requirements of the law.
OR
Other professional trainers.
To contact Mr Krishna for any speaking, training and consultancy engagements, :
please contact us at +603 8074 9056 | Mobile +6012 6869 628 | +6018 2735 123 or email: info@iTrainingExpert.com
Testimonies
“I felt as though I unequipped to draft contracts before attending this course. This training taught me the many terms, definitions and techniques of drafting. After it was done, I felt I better understood what contracts were and how to read them in a new light. The trainer was very well-presented, concise and specific.” – Chong Siew Mei, Marketing Director, Bioscenergy International Sdn Bhd.
“Before attending this course, I felt isolated on what I had to do. I got a lot of information that I needed to look at when drafting contracts. After it was done, I felt much better equipped to handle my daily work. The trainer was very knowledgeable on the topic.” – Soong Pik Kwan, Export Manager, Bioscenergy International Sdn Bhd.
“I was completely lost on this subject before attending this course. During this training I learned the best practices in contract drafting. I felt really good after the course. The trainer was very experienced and knowledgeable.” – Glenn Lee, Operations Manager, Kendek Products Sdn Bhd.
Investment
| Normal fee |
| Sign up 1 pax |
| Pay before course starts |
| MYR 2,590.00 per pax |
| USD 760.00 |
| Early Bird |
| Sign up 1 person |
| Pay 14 days before course starts |
| MYR 1,990.00 per pax |
| USD 600.00 |
| Group Fee |
| Sign up 3 pax or more |
| Pay 14 days before course starts |
| MYR 1,790.00 per pax |
| USD 540.00 |
Certificate
Upon successful completion of this program, you will receive a Certificate of Achievement.
Payment mode:
1. ONLINE PAYMENT by Credit card: You can opt to register and pay online with our latest payment integration system through our website.
2. Telegraphic Transfer- You can also opt to use GIRO or telegraphic transfer of payment via international banks.
Contact us: ITRAININGEXPERT GLOBAL PLT
Tel:+603 8074 9056 | +603 8082 3707
Mobile: +6012 6869 628 | +6018 2175 123
Email: info@itrainingexpert.com
Website: www.iTrainingExpert.com
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