Why in the world would a scanning and information management company write about contracts? Because contracts are everywhere! It doesn’t have to be a 50-pager to be a “real” contract; even just an email can be considered a contract. But regardless of the exact type, contracts are a fact of doing business and we want to write about it and give you some insight into making the contract process a little smoother.
Whose Contract Will Be Used
This is a very simple but fantastic first step. Figure out whose contract will be used for the project agreement! Why? Because you don’t want to get to a point where the project is planned out, materials have been reviewed, key personnel identified, and logistics finalized, and then come to a dead stop because you forgot that the whole thing has to be signed off by somebody else and you haven’t even identified the contract to be used. Contracts usually take a bit of time, so it’s best to plan ahead.
If you can work with your counterpart and determine early whose contract will be used for the project, a preliminary contract language review can go on simultaneously while the scope of work is created and logistics figured out. This can save weeks down the road and prevent halts and even potential project cancellations.
Who’s Interested In The Project?
Find out and make sure they’re on board with the scope of work. If they’re not and they see that the scope isn’t what they’re expecting, they’ll probably bring everything to a stop and require you to redo and resubmit the scope before they even agree to review the contract. Make life easy for yourself and ensure that all stakeholders of the project are on the same page and rowing in the same direction.
Who’s Signing It?
They may not be interested in the project, but if they’re signing the contract they’ll want to know what it is they’re signing and why. Get them involved early so that when it comes time to sign, they already know everything they need to know and can just throw down some ink.
Without a set date on when a task is to be completed, it’s just a wish. Sending your contract to your counterpart for them to review the language and the scope of work? Specify a date on when you expect to receive an edited copy.
Need to talk to your supervisor about the contract and hash out some legal tidbits? Give your counterpart a specific date that you’ll have an answer by.
If everyone just lets things flow down the river, at some point you’re going to go over a waterfall. And no, not a small, fun waterfall. We’re talking a big one where everybody’s angry that the project hasn’t started, no one remembers where the project stands, and it becomes a finger-pointing competition.
For some information about planning out your entire project, contracting included, take a look at our article that describes how to “reverse engineer” your project for maximum efficiency.
Reviews And Edits
It’s not often that a contract (regardless of whose it is) is accepted as-is. If that happens, then be happy that hours upon hours of back and forth have been dodged! Most of the time, though, there will be multiple reviews, edits, discussions, and so forth before a contract is accepted and the project can proceed.
Some ways to make this more efficient are to designate a single point of contact from each party as the primary person to send and receive versions of the contract. This will help alleviate the issue of “well, I sent it to Johnny two weeks ago and haven’t heard back!” “You sent it to Johnny?! I was working with Mary Sue and we already made a separate version; now we’ll have to see what Johnny did and merge the edits!! Argghhh…” Have a clearly identified point person and make the review and edit process easier.
Also, try not to get too wrapped around the tree on minor grammar mistakes. Yes, it’d be great if all grammar and spelling was perfect, but if you’re spending a lot of your review and editing time on fixing commas and formatting, you may be focusing effort in the wrong place.
Lastly, if you’re making edits to a version of the contract, don’t try too hard to put it into “legalese.” Just write like you normally would and make it easier for everyone to understand. If all contracts were written in plain English, we’d all be much happier. Be part of the solution!
Use Tracked Changes
Each item on this list has its own value, but my, oh my, is this one close to our hearts! There are few things more frustrating in business than to be going back and forth on contract edits and reviews than to receive an “edited” version from a counterpart that doesn’t show which changes were made!
This leaves the receiver with two options: 1) read the non-tracked version and try to match it up to the version that was provided previously to find what was changed, or 2) tell the person that sent the un-tracked version that they’re pretty much a goof and to send the version that has tracked changes. And if that person didn’t use tracked changes? Well, then they’ll have to go through it again to make sure that the changes are visible.
It’s so simple, but so often messed up. Please, for the sake of everyone’s time and sanity, use tracked changes!
Get On The Phone For Expediency
Just have a couple of markups to your counterpart’s contract, and some questions for clarification? Before sending a red-lined copy of the contract, pick up the phone.
Got an edited copy of the contract that looks like it just came out the bad end of an ‘80s slasher film? Pick up the phone.
We’ve found that getting on the phone with your counterpart and having a friendly chat about contract edits and questions saves everyone lots of time. Why? Because a conversation happens more quickly, the tone is more cordial, and confusion can usually be eliminated. If you stick to email only, there’s a good chance that any change will come across as confrontational, questions will go unanswered, and items will be misinterpreted and never clarified. All together, that’s a recipe for someone to be unhappy. Probably everyone.
Hop on the phone and get it done.
Purchase Orders (Not As Simple As They Seem)
Purchase Orders (“POs”) are a clever sort. Oftentimes they’re short little one- or two-pagers with a brief project description, some contact info, and an amount that can be invoiced. If you have that, everything’s good to go, right? Nope.
What about those references to terms and conditions at the bottom of the last page, in small font, packed in with other general info? Those are important little suckers! As clean and easy as a PO looks, it can actually put a bit of a kibosh on the project momentum. If you put together a PO and send it to your conversion partner (let’s just assume it’s BMI for the moment), you’re likely to receive a phone call or email and hear that we have to review the terms and conditions referenced on the PO.
From our personal experience, this can be brutal! We’ve seen a single terms and conditions link direct us to an organization’s purchasing page where there are more than five distinct documents (at least 5-10 pages each) that have to be read, reviewed, and agreed to prior to beginning your project. Don’t wait to get to this point to realize that your organization’s PO smacked the project in the face and said “whoa there, big fella! Hold on a darn second!” Get ahead of the game and confer with your purchasing and/or legal team on which terms and conditions will be used for the project, or at least let your counterpart see a blank version of a PO so they can review the PO itself and the associated terms prior to finalizing the scope of work.
Negotiation, Not Battle
As hard as it might be, try and remember that contracts are negotiable and that the process is itself a negotiation and problem-solving exercise to get your project done, not a battle with your counterpart. If both sides see the contract portion of the project as a step towards the success of your project, it’ll make the process go much more smoothly.
Interested in other aspects of digital conversion?
Read about the method we use to create a unique process flow for your digital conversion project in “Creating A Conversion Process Flow … For You!” Your project is unique, and we create a custom process flow to make sure you get what you need to make your project successful.
If you’re reading about contracts, then you probably want to know “What You Should Expect During Your Digital Conversion Project.” You’ll learn about things you should expect, and also what you shouldn’t expect. It’s a nice primer to get you in the right mindset.