There's different training for different phases. For example Sales teams need to be able to explain our terms and to know the limits of negotiation, so we do that by giving them online playbooks. Post award teams need to understand their obligations under the contract. We have been doing that through contract summaries, but will move to an automated system that extracts and communicates the terms to relevant groups
• World Commerce & Contracting
Yes, contract summaries and 'contract walkthroughs' are especially important as part of the transition to the post-contract award people who have to actually manage the contracts. They explain the letter of the law as well as the spirit of the relationship (spending time on clarifying roles & responsibilities of the buyer and the supplier). Otherwise IACCM training (such as Commercial Awareness Program) or research (such as our soon to be published Top 10 Most Negotiated Terms) are good pointers to the key clauses that matter, generally and for your specific situation. As anonymous says, having these online and able to pop-up as required as a great step forward
Hello, this is the type of contract structure my company has used for a while, Master terms, often evergreen, with annual Product and Service Agreements falling under it. I find it really helps create flexibility for purchases through sub agreements since anything that falls under the Master tends to be a shorter document. Generally, the Master governs unless it's a service or product specific term that the Master does not speak to, but we make that all very clear in the body of each section of the agreement. We also make it clear that any agreement falling under the Master only stays in effect as long as there is a Master in effect; though I have seen agreement terms that state until the end date of the sub agreement the Master terms still govern even if that Master has expired.
For Order of precedence I've seen it done with a list, as already mentioned, we try to keep things as uncomplicated as possible, so sub agreements just refer back to the specific Master, which supersedes any PO terms, and each sub agreement only speaks to one topic.
I don't have much of an issue with PO/SOW (for me, service agreement) alignment, ours is a pay at the beginning of the term, after agreement execution, so PO creation can occur after the service term has been set, but I would imagine there should be some sort of language you could include in your SOW that would address that concern...
• World Commerce & Contracting
Hi, I would be willing to have a chat about this. I am a lawyer with more than 20 years experience and although I have not worked extensively with modular contracting, I should be able to provide some advice. Please reach out to me at firstname.lastname@example.org.
If I understand the question correctly, it is asking about the benefits and challenges of breaking contract terms into, for example, POs/SOWs, Master Agreements, Terms of Service, Data Processing Agreements, etc. This has certainly become the norm in the technology industry allowing for multiple purchases under a single master agreement, with the added benefit of allowing companies to amend the ancillary agreements on notice or website updates. Most deal with the order of precedence by listing the agreement order. It may, however, be better to set the order based on the nature of the term, so that updates to data processing agreements take priority over all other agreements. With respect to survival, the most common approach is to extend contractual terms until the expiration of the last PO or SOW or some period following such expiration.
• World Commerce & Contracting
You will find a number of useful resources in the IACCM Resource Library. Without knowing what sort of agile development you are envisaging, it is hard to suggest a specific template, but I suggest you go to this recent guide www.iaccm.com/resources/;
In general, the key point about an agile agreement is that it depends on collaborative working and therefore traditional risk transfer and 'time is of the essence' principles do not apply. The agreement needs to recognise that there will be specified milestones and on achieving a milestone, there will be review and potential renegotiation to support the next phase of work.
You should also consider how or when you might convert from the agile agreement to another form of contract. We use agile because of high levels of uncertainty. Once the uncertainty has been resolved, it may be far more appropriate to convert to a more traditional time and materials or fixed price agreement.
Hi Marieke - in our organisation we have not yet taken the plunge, but in the absence of anyone else contributing anything, I'd just suggest if you have not already done it, to check out the great resource here :
www.iaccm.com/resources/ Perhaps in this presentation, Dr Jacopino might have something in his toolbox that he might be able to help you with.
• Ngamuru Advisory
How did you go with this? Did you find a template? Having started my Performance Based Contracting (PBC) journey in 2004 I have seen many different versions of the approach. That said, they all have the same overall content; requirements in the form of performance measures and consequences in the forms of both financial and non-financial rewards and remedies. Darren mentioned my presentation in the IACCM resources, but I also have a blog where I write about this (www.performancebasedcontracting.com), which sometimes become articles for IACCM (part of the role of an IACCM Fellow).
In terms of templates, the one that I know is freely available is the Australian Department of Defence Australian Defence Standard for Contracts (ASDEFCON) Support v4.0. You can download all elements of the contract including terms and conditions, payment, performance measure drafting, etc. It is fairly complex as it is designed for large, long-term contracts, but can be tailored for smaller and shorter term contracts. It is available at www.defence.gov.au/casg/DoingBusiness/ProcurementDefence/PoliciesGuidelinesTemplates/Support.asp. There is additional materials on this site on PBB as well. Please note that I was the author of these PBC elements.
Anyway, I hope this helps you on your PBC journey. And don't be afraid to ask for help!
• KPN BV
Thanks a lot! That will help! I'm already quite familiar with your blog and found it very interesting. Will let you know if I have additional questions.
I appreciate your response very much. I do feel that maybe I wasn't as clear as I should have been on the way we currently process the paperwork for these resources or rather the time periods that we are working with. We currently have terms for these resources that range from one week to 12 months. That said, most of them are over 3 months and the majority run 3-6 months. So thankfully we are also only using PO's for anyone working more than 1 month and usually only the 3-6 month range resources are renewing on a regular basis. I hope that helps to paint a more clear picture of the situation.
I would raise a call off PO so invoices can be processed and hours agreed, I wouldn't raise a PO for each person each week
Forsythe and Long Engineering, Inc.
The titles NDA and CA are used inter-changeably and in and of themselves do not create a distinction.
the title of the document is essentially meaningless - what matters are the terms of the document.
• Forsythe and Long Engineering, Inc.
That has always been my understanding is mainly the title is the only difference. I agree and as stated in my post, the T&C's is what really matters. I have noticed that some NDA's have a more specific purpose section than CA's and we tend to use it more in our company for client relationships because of the T&C's. We use our CA's for vendors dues to the T&C's. I just wanted to clarify and makes sure I have missed something between NDA and CA by the vendor's statement. Thanks for clarification and assurance.
• Babcock International
It is my understanding that the two types of agreement do the same thing, i.e protect information , however I was under the impression that a Confidentiality Agreement related to classified (Governmental) information or personal information - and potentially is an agreement with an individual. A Non Disclosure Agreement is normally between companies and includes the staff and employees having obligations to not disclose information.
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