I´d strongly encourage you to raise this question also within the IACCM technology network, which is a micro-community, where you will be able to get insights to new trends in this specific field and where I am sure you´ll have the opportunity to share ideas regarding the topic you have brought:
Also, please check our library: www.iaccm.com/resources/ where, you will find some articles about 'escrow agreements' for the software arena and other topics associated with risk management in the hardware world as well. By analogy you will explore ideas regarding hardware coming from best practices and escrow programs with the goal of risk mitigation
Hi Michelle - saw your post. For hardware: having a refresh plan with your supplier following a bit of a mutual benchmark, to see how best to provision for your upcoming capacity needs, might give some assurance. For services or subscriptions-based tech: having a documented 'cookbook' of key players and tech needed to recreate the service, including a list of any solutions 'not commercially available' or not easily re-purchased in Canada updated, might also be helpful to gage the difficulty of transitioning off your current tech,if needs be.
Those two governance-type processes, along with the typical supplier obligation to reasonably cooperate with any successor and to provide some mutually-agreed orderly termination assistance, might serve you well (outside escrow for software). Hope that offers some ideas...good luck. Cheers, Robin
Orbis Procurement Team - Surrey and S...
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
• Tata Communications
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.
• Health Quest
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.
Hi Ashley, this service is exactly what my company, ABiz Corporation, does, among other things. Speaking from experience based on our client base, what works well is when the outsourced team understands the goals and objectives of the company and of the function, as well as good integration with the in-house team. In the beginning it is important to have a complete knowledge transfer of the outsourced function, a small period of overlap and then regular checkpoints set up after transition is complete. If the outsourced support consists of simply a task, the knowledge transfer is relatively short. If it consists of the full function, knowledge transfer would be a bit longer. Depending on the number of activities and types of contracts, the service may or may not come with technology, but it also depends on whether the client company has their own technology. Feel free to contact me if you would like to discuss further or compare notes.
Hi Mohammad, we have studied quite a few systems recently as part of our services to clients. The only software product that I have come across specifically focused on the oil and gas industry is Aveva ProCon. This is by no way an endorsement for this product. In fact, we have not had the opportunity to do an in depth assessment of the tool, but we have reviewed it at a very high level. As you go through your identification of different tools. trade market
You said hundreds of contracts hardcopy. I suggest first sort them out by year and status. Are they already closed? History? active? and check with your records management department for how long you have to keep them ( normally 10 years) and then decide which ones can be archived and which cannot (example the ones that have a pending claim). Then sort them out by project, or by year or by contractor, whatever makes more sense and it is more practical for your organization. Make sure you label them properly and create a log of them. Good luck.
• tech updates
Customer contract management software are programs designed to manage contracts in an organization correctly. Customer contract management software just like other programs they have different creators, below is a list of the best customer contract management software.
The uncontrolled expansion to product or project scope without adjustment to time, cost and resources is referred to as Scope Creep. Scope management Plan can reduce the risk of scope creep.
Disadvantage: Loss of Cost and Time and can derail the Project;
1 Ambiguous scope;
2 Design errors / omissions, lack of material, labor issues, new legislation / regulation, financial issues, environmental issues;
3 Improper Scope management process;
4 Lengthy or tedious Change management process;
5 Lack of proper Monitoring and Control;
6 Too many cooks spoil the broth;
7 Informal meetings with Client / Customer leading to change which is carried out but neither recorded nor approved.
Measures to avoid Scope Creep:
1 Team awareness: Every team member must be aware about importance of Change management process and ill effects of non-adhering to same. Change alert card must be available with every team member in order to highlight the issue in time and conduct periodic meetings of team members;
2 Define Scope, create WBS with well-defined work packages, link them with resources and allocate definite time for same. Monitor progress as per Scope Baseline. Update progress reports periodically.
Monitor progress of individuals / groups and for any shortfalls / delays, ask reasons. Maybe they are carrying out work which is not part of Work Package (Scope Creep) hence even though work is carried out but it does not show any progress as per Scope baseline.
3 Ensure that Project includes all the Work required and only the work required (avoid gold plating) to deliver right solution to the Client / Customer in an efficient and cost effective manner.
• Academy Sports + Outdoors
My general thought here is as follows: 1. The contract is only one step, and; 2. an appropriate governance model can be established in detail after the SOW outlining the general governance model is executed.
• Seal Contract Discovery & Analytics
Hi Anon, have you heard of Seal Software? Seal can find all your contracts, centrilize them into one repository, then extract all necessary information and key phrases for you. If you're from a company with a large amount of contracts and are struggling to get the bandwidth to analyse them all, tools like this can really help. See the link for some more info. www.seal-software.com/
First you need to sign a flow down NDA with your subcontractors on the same (or stricter) terms as with your customer and get your subs sign NDA with their personnel working on the project. This will ensure that your subs (and personnel) adhere to the confidentiality requirements. This should be followed up with surprise audits on the working of your subs to ensure that the NDA provisions are adhered to.
As regards your question of LD, I do not think it is a good idea to have LD in NDA. The whole premise of NDA is that unauthorized disclosure would result in irreparable loss and damage to the owner of the sensitive information. This fundamental premise will be diluted if you put LD provision in NDA.
• Automotive OEM
Thanks, I see your point. The purpose of LD is to get supplier/subcontractor who violated NDA immediately pay damages, rather then going through investigation and litigation.
This seems to be more effective and fast way to control and enforce your NDA.
However, I was wondering what else you can do to get your NDA work better and actually prevent contractors disclose (by accident tor on purpose) info and pay more attention to NDA.
Carrie nails it below (above?).
When you disclose information, mark it appropriately and ask the recipient to acknowledge receipt. Also, ask for sight of the recipients 'information control policies' to satisfy yourself that they will apply appropriate control and rigour, and also ask for details of any audits/checks that they conduct to ensure compliance with their own processes/policies.
Of more importance to me: if you are GENUINELY concerned that the recipient will breach the provisions of the NDA,I would be wary of disclosing anything of importance at all. An NDA isn't an obligation to disclose, its an obligation to protect what has been disclosed.
• Pretorius Consulting
The number one rule regarding the NDA is know what information you are sharing. Set it out in writing. For every meeting, any new confidential information should be captured, this includes conversations, ideas, discussions etc. Capture it in writing between the parties. Always mark your documents "Confidential"
Keep your subcontractors updated of their obligations, create an opening remark at all your meetings.
Have an Information Security Policy for your company, spelling out what the different security settings are for your confidential information, Wikipedia has a good starting point. en.wikipedia.org/wiki/Information_security and Classification en.wikipedia.org/wiki/Classified_information
More importantly ensure that your company has access control based on need to know, need to access.
In order to make a claim for breach, you first will have to provide evidence that the information was indeed classified and controlled. Each country applies their own Trade Secrets Acts differently but one thing is for sure, if you are giving your core intellectual property away to a "large pool of subcontractors" it will be very difficult to prove that the information hasn't gone "public".
• Pretorius Consulting
One other thought. Every single subcontractor you work with will have vendors. Ask for a full disclosure of all companies and people that your subcontractor will be contacting in order to perform their portion of the work. Include that list in your NDA.