Mathieu,

While standardization may be a noble ambition, achieving it is usually quite difficult. You can improve your odds through the use of mutual NDAs that protect the confidential information of both parties and by having fair and balanced agreements, but expecting all suppliers to sign them as-is may be expecting too much.

Your role is to understand their requested changes and to determine the impact to your company and whether the changes are acceptable, and to advise your internal client accordingly.

Hope that helps. Sincere regards.

Consider whether you might be able to use a "standard" and have each negotiated difference stand out as a specific change. There are a number of ways to do this. The most systematic would be to use a master and generate each of the documents from the master, with a patch for the differences. That's possible in a number of technologies. A broad example is shown here: www.commonaccord.org/index.php

Hi Vladimir,

We have standard NDA template and additional clauses in the clause library if the vendor pushes for Mutual NDA. This helps build the agility in NDA execution. My experience says that we are able to push 80% cases on standard NDA template and the balance needs engagement.

If a NDA is well drafted, clear, fair and equitable then it should be signed without issue.

If the client has specific requirements that are reasonable and equitable they should be acceptable to all parties.

If there is an element of inequity or unreasonableness then expect suppliers to push back. The simplest test is "would I sign this on behalf of my organisation": if not, then why expect the other party to sign?

What could be up for discussion: whether the NDA is one-way or mutual? what law and jurisdiction apply? the length/duration of the NDA and of any surviving obligations? whether personal NDAs/statements are required?

I would have concerns if I have received unacceptable terms in an NDA - it wouldn't bode well for any subsequent contract discussions negotiations.

In my organization we use a Mutual Non-Disclosure and Confidentiality Agreement. I can see where there may be a need for specifics to be outlines, and in that event, I would consider an addendum as a sufficient protocol. The addendum can include the customer specifics that would otherwise present as "sticking points" that tie up getting the project off the ground.

In terms of the 8 different payment schemes I was specifically referring to what we call 'payment curves' (see attached graphic) as opposed to payment regimes such as cost+ (time and material), fixed price, cost + fixed fee, etc. In this light these are grouped into 5 main families with a couple of variations inside each. These are as follows:

- 'all or none' payment curves
- Linear payment curves
- Non-linear payment curves
- Alternative payment such as demerit point and visual payment curves
- Matrix payment curves

The intent of this discussion is to simply highlight that the choice of payment curve, similar to the choice of performance measure and level, can have a significant impact on the success (or otherwise) of the overall performance management framework. My blog (www.performancebasedcontracting.com) has 3 posts specifically on this topic including the graphics.

I hope this helps and answers your questions. However, please let me know if you have any further questions.

With regard to technology, Docusign and others have fairly secure systems in place to ensure the integrity of e-signature contracts. Some organisations, however, still try to arrange in person signings where possible. In these circumstances, though, you will need to ensure that all signed contracts are stored safely and in a searchable repository as finding signed contracts remains a perennial problem for many who do not have comprehensive document repositories deployed.
With regard to your second question, many organisations have their legal functions handle the contract signature process. The larger the organisation, however, the more impractical such a set up can often be, as there are just not enough resources. Many organisations still have the sales function handling the signature process. There should be strict guidelines and processes in place to help ensure integrity and to prevent mistakes such as wrong versions being signed etc.

Hi Lisa, the organisation I work for has several long term contracts with the Australian Department of Defence. Some of these contracts include the use of scorecards, which are taken very seriously by both parties. These are followed to the letter and form part of our PBC's.

Hello Harry,

I worked in several Russian companies as Contracts Manager and in related roles at both domestic and international projects. What I can tell you exactly is that there is no such thing as specific Russian Commercial Management, there are may be some cultural differences between Russian and Western Europe management style, but methodological basis is based on the same principals and sources.

If you have any specific questions, I'll try to share with you my thoughts and observations based on my past experience.

Hello Andrei,

Thanks for your answer, this confirms what I had originally thought!
Is there any reason why there isn't any Russian Commercial Management? Is it linked to hierarchy in the business structure?
Also, would it be worth adapting it to Russia? Or is Russian "Contract Management" more of a legal job better suited to lawyers?

Thanks!

It creates a conflict of interest in which the other members of the joint venture could be affected negatively.

Hi,

I'm just trying to understand your position.
Considering that you are managing all contractual relationship with another company (buy and sell side) sounds actually good from your company perspective. It would mean, that your leadership can expect you to have a full overview about the contractually back and forth with this JF. Therefore I assume it's hard to change the mind of your leadership, since I would expect them to see your doublerole as positive.
However on the other side, there is your personal position, meaning being something in the middle of a sandwich, right? I'm not sure about your empowerment, but in worst case you have also very limited authority to change some company rules (discounts, penalties, payment conditions, acceptance criteria etc.). And on buy side you usually have different contractual expectation than on sell side. I assume, this is the tricky part in your situation. Fulfilling the internal requirements for buy- and sell side with the same contractual partner at the same time (and maybe also your partner asks you if you are a bit crazy, since requesting sooo different contracts when you are either on sell side or on buy side).

When the conditions your company expect in contracts are very different on sell side and buy side, this should be communicated as an issue (to your leadership). I think there are 2 options as solution: either the requested second CM as you suggest, or an escalation to the leadership to align clear buy and sell conditions between your company and the JF, which are equal to both parties. such framework conditions would make at least your position more clear. And maybe there won't be anymore need of a split of the CM roles buy side and sell side?

Since I couldn't find many information in your post, I hope, this is somehow helpful?
If your uncomfortable position has other reasons, please let me know.

BR

Kristin

I probably would start collecting facts: Firstly, establish the relationship between Your Company ("Y Company") and Company X ("X Company") by looking at any specific, written agreement about the services ("X and Y Services"). Also, establish clarity around (1) Y Company's services to be provided to X Company, and (2) X Company's services to be provided to Y Company. At this point, are there any conflicts that you can see/anticipate in your ability as the Contract Manager during the provision of X and Y Services, that perhaps could result in non-performance or non-compliance? Also, how do you escalate and cure any issues of non-performance (for example)? Secondly, I would review the files documenting any legal review, if any, prior to said agreement being reviewed for signature/execution. Were there any concerns that were raised and eventually resolved (internally)? AT the very least, you could start with the resource allocation -- that is, regarding your time management and how to better allocate your skills - in developing your case. Hope this helps. Regards ~ Rose

Its an interesting role and I recommend your decision to bring in another manager to take one of the contracts.

I would recommend to present this as two different roles:

On the buy side - Contract Manager would play role of a customer and to manage Company X, need to drive and establish Vendor Management Discipline around Contract Administration / Governance / Service Performance / Financial Management / Risk and Compliance

On the sell side - Contract Manager would play role of an engagement partner to drive business relationship / Value addition to Company X/ increase revenue generation from Company X to your company / Joint go-to-market strategy if possible.


Regards,
Dave

Did you get this?

the SLA should have the basic things like resolution time/ Response time, Escalation Matrix,support timimg periods,

Did you manage to obtain a Contract Change Form and Process? I have one which we use for an IT Outsource Contract and could send through to you if you can provide your email address.

Hello Ramganesh,

Aveva's ProCon solution contains a Post-Award module which supports the contract execution process from the contract award stage, through processes such as general correspondence, management of change, management of payment, and dispute resolution, to management of closeout. To your point, you need to protect yourself from contract variations and scope changes with the ability to manage these effectively and have a clear path to understand these and approve as necessary. ProCon can help with these vital challenges. Feel free to contact me for more information.

Tim Wikander
Product Sales Manager

M +1 832.523.3885
E tim.wikander@aveva.com

I cannot suggest any template, but can advise the following points to be taken care of while agreeing the Contract -

1) Overstay compensation or rate revision formula
2) Discount factor for scope increment or compensation factor for reduction.
3) % of Liquidated damages, in case of delay attributed to Contractor's end.
4) Try to negotiate with some grace period even after original contract completion date keeping the original rates valid.

Dear Anonymous,
we are as well facing smth similar within our company, especially what concerns the Contract management tools and systems. Being a contract manager myself I have been a part of the team that is quarterly checking that deals selected by some criteria are properly stored in the tool. Almost all the time they were not. But since we have implemented the now tool it turned out that a sales team can not proceed further with delivery/execution process unless the contract is properly stored in CLM. So this tool is kind of a trigger - if a contract is there, then assignment can be created. And... for such upload - the responsible person is exactly the contract manager/contract administrator, i.e. the person who owns the contract and knows what to upload. Since that time all contracts are there. Sometimes such methods works as well and need to be applied.

I suggest you:
a) define and write up the purpose or importance of timely inputs (for all inputs being overlooked), and
b) measure and summarise the error rates and input times
c) prepare risk assessment and cost benefit analysis/ estimate (hard$ savings unachievable/ consequential time lost/ risk "contingency cost" vs input time) based on a and b.
d) survey all users to identify their excuses/ issues with the system/ lack of awareness/skills
e) summarise above in a report to exec management. Seek system fixes, user training, compliance enforcement and resources to implement these things.
f) If you don't get support from exec, then focus only on the worst problems that you are capable of fixing.

We also experienced the similar situation and I believe this is somehow natural and common when the control, involvement of higher management and objectives of the people involved are not aligned. Sometime the pressure and the load of the work are also the reasons contributing to such a behavior. What we did was the following:
Conducted training sessions highlighting the importance of the issue and tis consequences for the organization
Top down message highlighting the importance and adherence of the process
regular check up of data and accountability

the outcome was good however it took some time and efforts are still on going

i had an over view about all the replies and they are all valid points - if we have a fresh beginning lets say its an advantage so you able to implement the rules rather than change rules - there many points to be addressed as below :
a. Contract administration.
b. relationship and process between different parties during pre and post tender award.
c. risk management and mitigation process.
d. periodical meeting for tender and project review.
e. contract management process and implementing it into a way to be effective and part of both tendering and project process.
... after all i would like to add its very important that top management within your organization to support that - and does not consider it as only consultancy or optional process.

Have you considered an e-learning module that would increase internal skills and awareness of what improved contract management can achieve? E-learning tends to be very low cost and learners can complete it at times that suit them.

You must list the gaps between your existing processes and what you want to be. These gaps needs to be controlled thru authorisation / automation if you are switching to a software support system else these need to be manually controlled by matrix. The next person in line will not sign till matrix is completed and checklist signed for compliance. this mau slow down but better than what's happening right now.

This is nothing new, rather very frequent in most organizations small or large. Systems are provided as tools to help managing our daily work; if not used and maintained properly to input and process data, no degree of sophistication would help. Having worked with a number of major corporations, using and investing in well developed contracts/procurement management systems I can only say that it happens a lot, but not difficult to overcome.
Like with all matters 'human' in the workplace, it requires continuous and diligent focus and efforts to train, motivate and monitor the users, frequent audits to check performance and usage for corrective actions, sometimes, unfortunately, 'constructive reprimands' are needed to bring everyone on track. It is important to have and allocate an adequate level or resources, systems and personnel combined and identified a budget needed for that to get support of your stakeholders. If you have a well developed contracts department with sufficient personnel, you could train and benefit of database technicians to handle such admin tasks regularly. I had the privilege to work in places where complex systems were designed and in place for contracts / procurement management. Every processing step would have key fields designed in such a way so if these were not filled as required, the user would be stopped from advancing to the next step and completing the task. And finally, such system would be directly linked with the AR/AP so that when getting to payments (this really matters for everyone) these would not be validated until the predecessors required activities/steps were adequately completed. That would be the show stopper. If a complex processing system is not in place, there is still good work to be done using well designed spreadsheets combined with your email messaging board to prompt actions due.
All in all, patience and interest in working with, and helping people to raise the bar and become professional in everything they do, small or big.
Lucia Galdian

We had similar situation. It is always same, nobody wants extra work, or deviate from their routine what they have been doing for years. We organized lot of information sessions, lunch and learn for key people to sell the idea to them. Once they were convinced that it is good for them and for the organization (or they realized there is no escape..), it was easy to implement our procedure and protocol with the key stakeholders.

I'm bringing in a contract management process from scratch, as previously I would receive instructions in a different form depending on the Sales person - and it was often a brain dump over the phone.

The approach I've taken so far is to approach the Head of Sales & the Sales Manager to get their support, but to also allign the information I want to capture with the information that they are looking for from the team.

It's useful to get backing from their team leads and try to demonstrate how the information your capturing will benefit them in regards to their targets. If they can see value, you'll find that they'll be having the battle for you.

I had the same issue with implementing a new tool nationwide. Agree with all of the answers - my solution was itemizing the ways that the tool would "benefit" the staff who were reluctant to learn the new application/system. ie legal ramifications, Good luck.

We experienced something similar. We were able to run and produce reports which clearly showed at a very high level the number of gaps in the system info. We also put a sharp focus on the associated risks and missed opportunities that resulted from this. These reports were shared with senior management which put it firmly on the radar of those who needed to know. Important for us (and i imagine anyone) was to clearly link the risks with our organisational objectives so that it was very evident (even if some people thought it unimportant) how gaps in system info could and would limit our ability to achieve company objectives.

I think you'll find consistency across stakeholders is an issue across more than contracts. Each function sees only the value in what is important to their process. We have been able to reduce (not eliminate) the issues you talk about thru establishing a centralized contract area. Only individuals in this area have delegation of authority to sign contracts. Additionally, I will say we do work very well with our stakeholders.

Good luck.

This is a problem I've encountered as well at a previous employer. It's hard to overcome when the "stakeholders" don't want to cooperate because it's a burden. Perhaps a training session where you emphasize the importance of the system (and keeping accurate records) and answer questions about how to map the documents would be helpful. Good luck.

Education, education, and more education. When we revamped our contracting process, it was a major shift in our organization. You will need to effectively communicate the value of contract management and the importance of accurate records. I have gone as far as using examples of contracting scenarios that placed our organization at risk because of failure to follow policies and procedures. Also equally important is senior leadership buy in. Because this is a major shift, you will need the support of your senior leaders so the message is coming from the top. I found that we were making very little progress in changing the culture until we engaged the support of our senior leaders. Good luck!

Unfortunately this is a problem with the tediousness of the task and the fact that legacy CM systems require manually uploading the contract. Our CEO is a 20 procurement professional that got frustrated with the old way of doing things and figured out how to upload contracts automatically to address this issue. He's been using it on an M&A project where thousands of contracts have to be renegotiated and reassigned. It would take years to input those process those contracts manually and he's been able to do it in weeks with accuracy.