This textbook contains a family of contracts for related products and services. It is designed as an easy to use workbook and takes you through a series of simple and direct discussions about the contract you are writing. The textbook presents complete and comprehensive contracts and then offers a detailed explanation of each section and clause used in the contracts.
The textbook can be used in several ways. First, use it to establish contracts. Second, you will find it extremely valuable in training newer members of your staff as they learn about the structure of contracts, the meaning and intent of specific contract language and gain a much clearer understanding and management of the risks in various contracting situations. Third, depending upon your organization's process for reviewing and approving contracts, you can use this textbook to review and approve the contract content and language one time so that when used unchanged, the contracts do not need another review or approval. To the extent your organization can embrace this process, you will find your contracts flowing much more efficiently and rapidly through any remaining business review and approval activity. You will also find that it permits you and the reviewing or approving official to focus on how the contract achieves key business objectives rather than on the contract text used.
Each chapter is devoted to a single contract. In the beginning of each chapter, each contract is proceeded by a description of what the contract covers and emphasizes for you those elements of the contract requiring your special attention because of the risks they may pose, the issues they may raise, or the absolute clarity they require.
You will note that we have highlighted each section requiring your special attention with the symbol of the pointing hand.
As you read the contracts you will find them similar in basic content. This is by design. Contracts for a related set of products and services carry generally the same risks and issues and thus require similar content. In using similar contract language you gain for your organization a common and consistent understanding of how the contracts are structured, the terms and conditions they contain, and the risks and issues they identify and manage. This will significantly streamline the process within your organization. Similar advantage flows to your supply base as you become more predictable, uniform, and consistent with them.
Following each contract is a simple and direct explanation of each section and clause used in the contract. Here you will find each section and clause presented in two ways. First, in bold type, is a discussion of the intent, use, and impact of the particular section or clause. This is followed by the contract text, the exact text used in the standard contract. This is designed to enhance your understanding of the practice to be followed and the application intended in using each section and clause.
You will note that some sections and clauses are labeled optional or alternate. Sections and clauses carrying no label are the standard sections and clauses used in the contracts in the previous chapters. The optional and alternate sections and clauses are designed to give you flexibility in tailoring your contract to meet special needs. You may, for example, issue purchase orders electronically rather than via the mail. If that is your practice, you will find an alternate clause in the Purchase Order Section governing electronic rather than mail transmission of purchase orders. You will use the alternate clause as a substitute for the standard. You may have a situation in which you want to assure that a supplier cannot bill you for pre-contract costs; costs incurred in advance of the contract. With that concern, you will add the optional clause to your Introduction assuring that you have no liability for such costs.
Careful use of this part of the chapter will enable you to use Contractware contracts as written or use the optional or alternate sections and clauses to tailor the contracts to your specific needs and applications.
John P. Mahoney, Vice President and Chief Operations Officer, holds primary responsibility for product development and program content at The Leadership Companies, Inc.
Mr. Mahoney has over 14 years operational, tactical, and strategic experience in procurement and supplier management, with proven leadership in managing contract negotiations and supplier relationships at Fortune 500 companies. He specializes in procurement solutions that add immediate and sustained savings to a company's bottom line, and that improve professionalism and skill levels.
Utilizing innovative and interactive methods that integrate business needs and processes with information systems solutions, his programs strengthen competitive position through the strategic development of procurement and supplier relations that enable suppliers to be part of the solutions, thereby reducing supply base costs and maximizing leveraged savings opportunities.
He has led worldwide purchasing teams to develop and implement benchmark programs, systems and educational programs for procurement and supplier relationship management. Working with local personnel, Mr. Mahoney established new European procurement locations and operations, installing business practices, policies and procedures, and creating new local sources of supply.
Mr. Mahoney was Senior Corporate Contracts, Acquisition Policies and Procedures Manager at a Fortune 500 company. He holds a Bachelor of Arts degree in Economics from Boston College.
