Contract Management

Hi,

Does anyone have examples you could share of contract checklists? Basically, I'm looking for examples of checklists one uses when reviewing vendor contracts to ensure that significant clauses are included.

Joe

Required Contract Terms for Critical Vendors

(Legal Department discretion as to relevance to vendor)

• Privacy-provision surrounding how personally identifiable information and protected health information will be protected
• Breach of Confidential Information language and notice requirements-language surrounding retaining the confidentiality of sensitive information, including what is considered a breach and how and when the vendor must provide notice of such breach
• Audit Rights (may include yearly due diligence compliance requirements)-provides our right to audit the vendor for compliance with our expectations for the protection of confidential information
• Language incorporating the security questionnaire, where applicable-for vendors in possession of PII and PHI, when the ASP Security Questionnaire is completed, the terms should be incorporated into the agreement by reference
• Record Retention and Storage-provision regarding the time period vendor will retain our or our policyholders'/claimants' information and how the records will be stored
• Insurance-provisions regarding the amount and types of insurance the vendor is required to maintain
• Language incorporating the RFP, where applicable
• Termination for Cause-provisions providing for our right to terminate the agreement if the vendor breaches any material terms
• Compliance with Law and regulations-provisions where the vendor warrants to comply with all applicable laws and regulations
• Limitation of Liability-provisions whereby the vendor or Penn National limit their liability under an agreement for certain types of claims and under certain circumstances (like negligence)
• Disaster Recovery (and business continuity plans)-provision requiring the vendor to have a disaster recovery and/or business continuity plan
• Indemnification-provision whereby the vendor or Penn National agrees to indemnify the other party for claims by third parties
• Warranties-provisions describing the promises we make to the vendor and promises the vendor makes to us
• Licensing Rights, where applicable-provision whereby the vendor grants us a license to use a certain product, service, subscription, etc.
• Dispute Resolution-provisions which outline how the parties will deal with disputes about the terms of the agreement or performance under the agreement
• Assignment-provision which allows or disallows us to assign the contract to another entity or the vendor to delegate the duties under an agreement to another entity. May be allowed only with permission or may be allowed freely
• Deliverables/timelines/SLA/SOW, where applicable
• ADA WCAG 2.1 compliance (website ADA compliance for vendors hired to work in that space)

Hi,

Does anyone have examples you could share of contract checklists? Basically, I'm looking for examples of checklists one uses when reviewing vendor contracts to ensure that significant clauses are included.

Joe