A Practitioner’s Guide to Multi-Jurisdictional Procurement Contracts
Businesses of all sizes engage in the procurement process as part of their operations, and most large businesses employ procurement specialists who work to source the best products and services. After the terms of the procurement relationship are negotiated, a procurement contract is drafted to reflect those terms and to provide certainty to both parties. As Darina Bashilova Ouimet explains in her publication, A Practitioner’s Guide to Multi-Jurisdictional Procurement Contracts, “… negotiating bulletproof procurement contracts that anticipate potential issues and address them before they arise is essential to ensuring smooth business operations.” This book provides useful direction for the negotiations and drafting that are necessary to achieve that “bulletproof” status in contracts that span jurisdictions.
A Practitioner’s Guide to Multi-Jurisdictional Procurement Contracts is an essential resource for professionals looking for straightforward and practical advice on efficient cross-border procurement contract drafting. Procurement managers, specialists and lawyers will benefit from the guidance this book provides on the procurement contract structure and negotiation process while alerting them to relevant legal issues. It also offers best practices advice on how to deal with contentious commercial issues relating to procurement. Uniquely, this text outlines the differences between a number of jurisdictions and includes direction on effective procurement contract drafting in England, the United States and Canada’s bijural system.
This reference manual also features useful precedents for each contract clause discussed as well as tips for drafting and examples of frequently used clauses and possible variants.
An important addition
Written by an experienced expert in the area of procurement contracts, A Practitioner’s Guide to Multi-Jurisdictional Procurement Contracts will be especially useful for:
- Purchasing lawyers (including in-house counsel) as it offers knowledgeable guidance on the art of negotiating procurement contracts. This insight would be particularly helpful for novice lawyers
- Business, trade and commerce lawyers who can use it to hone their commercial/contract negotiating skills
- Procurement managers and specialists as it provides practical advice and expertise for negotiating contentious commercial issues related to procurement and offers tips for resolving those issues
- Law libraries that want to provide valuable resources for their patrons
Table of contents
Chapter 1: Introduction
1.1 For whom this book is written and why?
1.2 What is the book’s subject matter and structure?
1.3 What is procurement?
Chapter 2: Starting a procurement relationship
2.1 How does one structure a procurement relationship?
2.2 Importance of the supplier selection stage
2.3 Importance of the master agreement negotiation stage
2.4 Importance of the transaction completion stage
2.5 Importance of the amendments negotiation stage
Chapter 3: Pre-Contractual negotiations: The non-disclosure agreement
3.1 Can I share the information?
3.2 The indispensable non-disclosure agreement
Chapter 4: Setting up the contractual framework: The master agreement
4.1 Why use the master agreement?
4.2 Negotiating the master agreement
4.3 Basic contract terms
Chapter 5: Completing the transaction: The order document
5.1 Why use order documents?
5.2 Negotiating order documents
Chapter 6: After the transaction: Living documents
6.1 Amending the master agreement
6.2 Amending order documents
6.3 Best practices for drafting amendments
6.4 Specific country supplement
6.5 Closing remarks
Chapter 7: Conclusion
Appendix 1 Mutual non-disclosure agreement
Appendix 2 Master agreement
Schedule A – Definitions
Schedule B – Specific country supplement
Schedule C – Supplier’s time-and-materials rates
Schedule D – Policies and procedures
Schedule E – Confidentiality obligations
Schedule F – Insurance requirements
Schedule G – Supplier’s business continuity plan
Schedule H – Order document
Appendix 3 Amendment