Contract Management

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  • 1.  Model Clauses

    Posted 10-15-2020 10:40 AM

    Hi,

    Can anyone recommend a good source for 'model' clause language? I'm not talking about which clauses should be in a contract. Or even the issues which need to be covered in particular clauses. I'm looking for examples of really good clauses.

    Joe



  • 2.  RE: Model Clauses

    Posted 10-16-2020 09:39 AM
    ​Hi Joe,

    I am looking for the same but have not had any luck, I will be following this post for hopeful suggestions!   

    Thanks for posing the question.
    Charlotte

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    Charlotte Pennella
    シャーロット ペネラ
    Contracts Manager

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  • 3.  RE: Model Clauses

    Posted 10-16-2020 10:46 AM

    I'm interested as well. Sounds like there's a market out there for something like this!

     

    Jennifer L. Klocke | Lincoln Savings Bank

    Vendor Management Officer | MyLSB.com



       

    Core Purpose: To be an engaged, life-long partner, helping our clients achieve their financial goals!

     






  • 4.  RE: Model Clauses

    Posted 10-16-2020 05:19 PM
    Hi everyone,

    I will be interested too in Contract Management- Model clauses.

    Thanks,
    Payal


  • 5.  RE: Model Clauses

    Posted 10-16-2020 09:06 PM
    I agree! I know the ABA (American Bar Association) posted something awhile back related to vendor contracts. I'll have to see if I can dredge that back up, but I'm assuming there's *something* out there. I know there are model clauses in other areas of the law.


  • 6.  RE: Model Clauses

    Posted 10-19-2020 09:27 AM

    Hi Joe,

    I have found doing a Google search for specific contract language quite helpful.  Often I will find several sources that provide multiple examples of contract clauses to choose from, and then revise/tweak the language to fit my purpose.  There are also several sites such as https://www.lawinsider.com/clause/general-contract-provisions that you may find useful.  For general guidance you can check out these links:

    https://www.occ.gov/news-issuances/bulletins/2013/bulletin-2013-29.html and https://www.federalreserve.gov/supervisionreg/interagencyguidelines.htm. 

    Another  tip, whenever I happen to  see really good contract provisions,  I save them to an ever growing file according to subject for future reference. Are there certain clauses you are specifically looking for?  I.e.: Indemnification, Severability, Assignment, Service Level Standards or Security/Confidentiality? Here are some examples that I have for Sub-Contracting, Force Majeure and Business Continuity/Disaster Recovery:

    Sub-Contracting & Multiple Service Provider Relationships: Prior to engaging any Sub-Contractor, Vendor shall identify the Sub-Contractor and describe the services to be provided by the Sub-Contractor and identify any access the Sub-Contractor will have to Client's information systems, data, or Confidential Information.  Vendor shall cause Sub-Contractor to adhere to the requirements for Availability, Confidential Information, Data Integrity, Data Security, and Safeguards no less stringent than those provided in this Agreement.  Vendor shall provide Client with Independent Assessments and other applicable due diligence documents of Sub-Contractors. Vendor shall remain liable for Sub-Contractor's performance, acts, and omissions under this Agreement.

    Force Majeure: Neither party shall be liable to the other for failure to perform, or delay in the performance of, any of the Services or obligations in connection therewith under this Agreement when such failure or delay is caused by a Force Majeure Event provided that each party invokes its respective business continuity and/or disaster recovery plan as required hereunder. Upon the occurrence of a Force Majeure Event that materially impacts Vendor's ability to perform some or all of the Services, Vendor shall, as soon as reasonably possible, give written notice to Client describing the affected area of performance, and the parties shall promptly confer, in good faith, to agree upon equitable, reasonable action to minimize the impact on both parties of such condition.  Vendor shall use commercially reasonable efforts, including but not limited to implementing Vendor's business continuity/disaster recovery plan(s), to minimize the disruption and/or delay caused by the Force Majeure Event and resume full performance of the Services as soon as reasonably possible. If Vendor is unable to resume full performance of the Services within ten (10) business days of the first date on which the Services were disrupted and has not provided a plan for resumption of the Services that is acceptable to Client, Client may terminate this Agreement upon written notice to Vendor.

    Disaster Recovery/Contingency Plan: Vendor shall at a minimum implement and maintain business continuity, disaster recovery, and backup capabilities and facilities as reasonably necessary to ensure Vendor's continuing ability to perform the Services and Vendor's obligations hereunder in the event of a natural or man-made disaster with minimal disruptions or delays. Vendor will establish & maintain disaster recovery procedures sufficient to establish all applicable regulatory requirements and requirements of independent auditors. Vendor shall test its BC/DR plan at least once annually and provide results to Client upon request.

    I am interested to learn others tips or suggestions on this topic too.

     Thanks!




  • 7.  RE: Model Clauses

    Posted 10-20-2020 08:11 AM

    This is great! Thanks, Heather! I'm familiar with the federal guidance you suggest. LawInsider is new to me, so I'll have to check that out. I also particularly like the idea of starting a 'clause library'. While that would take some time to compile, I think in the end it would be a terrific asset. I wonder if others are doing something similar? I really do like that idea.




  • 8.  RE: Model Clauses

    Posted 10-20-2020 10:32 AM
    This is excellent, Heather!  Thank you for sharing!  There have been several times when I wished I had noted good clauses in contracts for reference for future contracts and didn't make good notes.  A file with good clauses is a great idea!


  • 9.  RE: Model Clauses

    Posted 11-01-2020 01:37 PM

    Hi there,

    I have come across many contracts whereby indemnification clauses are not there in a legally vetted contract.In which instances we do not require the vendor to indemnify against losses/ damages.Because in some of the contracts neither the vendor nor the organization is ready to indemnify.


    Thanks!