Contract Negotiations
Sacramento Gold Rush Chapter
Charles E. Rumbaugh
May 30, 2008
This NCMA educational program is based upon, and is introductory to, the highly interactive one-day NES seminar sponsored by NCMA that covers the skills, tools, and best practices of contract negotiations for both buyers and sellers. This program is intended for everyone involved in planning, conducting, and documenting contract negotiations, in both the public and private business sectors. The program will present an overview of the skills to be a "Master Negotiator" as envisioned by, and in, the NES seminar as well as a self-assessment quiz that allows each individual attending this NCMA program to evaluate their skills in each of the competencies categories contained within The Contract Negotiator's Competencies Model. This program includes highlights of the tools from the full NES seminar-- all designed to help each individual improve their contract negotiation skills.
This program and the full NES seminar on "Contract Negotiation" has offered by Mr. Rumbaugh as a post/pre-conference seminar at the NCMA Congresses for the last three years. The NES seminar and program are based upon Best-Selling Author - Gregory A. Garrett's newest book "Contract Negotiations: Skills, Tools, and Best Practices."
Putting the International Business Deal Together—
The Latest Benchmarking In International Contracting
Background: Since the UN Convention on Contracts for the International Sale of Goods (CISG) was promulgated over 68 countries (including the United States), as of the most recent report, have executed this treaty which generally applies to, and controls, the international sale/purchase of “goods,” as defined, between entities operating in those countries that have signed the CISG—countries that account for over two-thirds of the world trade! For additional CISG information including text, guidance, Q/A, cases, etc. go to http://www.cisg.law.pace.edu/
Latest Benchmarking Trend on Terms of the Deal, i.e. International Norms. IACCM (International Association of Contract and Commercial Managers) and ISM (Institute for Supply Management), “Benchmarking Standard Contract Terms and Conditions Project” participated in an important 2004 Benchmarking Survey. Survey reports are available at ISM website:
Administrative Terms http://www.ism.ws/Files/tools/AdministrativeTerms.pdf
Business Terms http://www.ism.ws/Files/tools/BusinessTerms.pdf
Financial Terms http://www.ism.ws/files/Tools/FinancialTerms.pdf
Intellectual Property / Data Production Terms http://www.ism.ws/Files/tools/IPTerms.pdf
Legal Terms http://www.ism.ws/Files/tools/LegalTerms.pdf
36 topics or clauses!
Highlights from some of those topics/clauses include…
Acceptance:
Payment Provisions:
Warranties/(Performance Issues):
Delivery:
Indemnification:
Insurance/Limitation of Liability:
Termination:
Delays/Force Majeure:
Dispute Resolution:
Applicable Law/Jurisdiction:
Charles E. Rumbaugh, JD, CPCM, Fellow
Charles E. Rumbaugh is an attorney practicing in commercial/international/government contract law with an emphasis in the private dispute/negotiation related arena as an educator/trainer, professional speaker, arbitrator/mediator, private judge, and ADR Consultant. He is a frequent writer/publisher and speaker on substantive topics including Business/International Trade, Government contracting/acquisition, advanced/basic Negotiation, Mediation, and Arbitration skills training seminars/workshops in Latin America, Canada, Far East, and throughout the United States. He has published/distributed the widely recognized “Contractual/Regulatory Update” and “ADR Tips” for over 10 years.
Previously, Mr. Rumbaugh was Corporate Director of Contracts & Pricing for Lear Astronics Corporation where he had corporate responsibility for the contracts, pricing, and business management functions. Earlier he was Assistant to Corporate Vice President, Contracts policy and legal counsel at a major business unit for Hughes Aircraft Company (Hughes Electronics). Before joining Hughes he was Corporations Counsel for the California Department of Corporations.
Mr. Rumbaugh received his Bachelor of Science degree in engineering from UCLA and was employed as an engineer with Westinghouse Electric Corporation prior to attending California Western School of Law where he received a Juris Doctor degree. He also has an ADR Mediation Certificate from Harvard University, Pepperdine University and Center for Conflict Resolution, and an Advanced Management Program Certificate from the USC Graduate School of Business.
He has been adjunct professor/lecturer at several universities for their commercial/business, contract & procurement, international law and ADR/Negotiation programs including the Naval Postgraduate School and an advisor to the California State University Contracts and Supply Management Certification Program. He is currently on Advisory Boards to the McGraw-Hill Contemporary Learning Series and Editorial Board of the Franchising Business & Law Alert. Charles was also elected a Senior Member of the Institute of Electrical and Electronic Engineers.
His current/past membership on arbitration and mediation panels includes the Large, Complex Case Panel of the American Arbitration Association as well as the following:
· Center for Conflict Resolution panel of Arbitrators/Mediators
· State of California Department of Insurance Qualified Mediator
· State of California Public Works Contract Arbitrator
· EEOC Qualified Mediator
· Los Angeles Superior Court Judge Pro Tem for over 10 years
· Former Federal Administrative Law Judge, EEOC
· Numerous Federal/State Courts and Administrative Boards and
Arbitrator/Mediator panels
Charles Rumbaugh is an active member of NCMA, past co-chair of its ADR committee, CPCM, Fellow, member of the NCMA Board of Advisors, and former member of the Editorial Board for the NCMA Journal. He also is immediate past Chair of the Federal Acquisition & Subcontract Management Group of the Institute for Supply Management. Mr. Rumbaugh is an active member of the American Bar Association (ABA) including past Chair to several committees and is currently a Co-Chair of the Arbitration Committee of the ABA Litigation Section and is currently Co-Chair of the California State Bar ADR Committee of its Litigation Section. He is also a member of the Procurement Committee of National Defense Industrial Association and has represented it on joint industry/Air Force ADR IPTs.
P.O. Box 2636
Rolling Hills, CA 90274
Arbitrator/Private Judge/Mediator
(310) 373-1981 / FAX (310) 373-4182
www.Rumbaugh.net
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