Archive for the ‘Contract Management’ Category

What contract Meta data should retailers store in a contract repository? Can FASB help?

Monday, June 14th, 2010

This author’s guidance would be to look to standards settings bodies and laws that apply to guidance for reporting of financial data that might and associated risks that may surface during an audit or areas that may have material impact on forecast results. FASB is one of many organizations that can offer such guidance relative to accounting impact.

Just who is FASB or The Financial Accounting Standards Board?

The mission of the FASB is to establish and improve standards of financial accounting and reporting for the guidance and education of the public, including issuers, auditors, and users of financial information.

Our financial reporting system is essential to the efficient functioning of the economy. That is because it is the means by which investors, creditors, and others receive the credible, transparent, and comparable financial information they rely on to make sound investment and credit decisions. Accounting standards are an important element of the financial reporting system because they govern the minimum required content of financial statements of U.S. public companies.

One action that FASB takes to accomplish their mission is to improve the usefulness of financial reporting by focusing on the primary characteristics of relevance and reliability and on the qualities of comparability and consistency.

Now give some thought as to what areas of your contracts have an impact that influences financial reporting. Here’s a clue. It is not the contract definitions area of your agreements.

We look forward to and appreciate your comments.

Retail buying organizations are you prepared to survive an audit?

Thursday, June 10th, 2010

The question here is really are you as a buying organization prepared for any kind of an audit because most of the time contracts work there way back to the procurement department whether they are for consumables, services or any area other business expense that requires negotiation resulting in specific terms and conditions or standards that require compliance.

Although the audit process can be a good thing because it holds companies and individuals accountable, to often they are a result of something that is already broken and we are looking for a reason as to why. Or, someone to blame.

Audits can generally be broken down into the three classes that follow.

1. Significant Risk – This is non compliance that generally results in a major financial loss to the company
2. Moderate Risk – This is non compliance that generally results in a negative impact to the company
3. Minor Risk – This is a non compliant act that generally  results in a negative impact to an existing process within a company

From a procurement perspective this can include all items required during the bid and award process. Such as .

1. Purchase Orders tied to contract quotes
1. Delivery T&C’s
2. Definition of contract terms
4. Bidding process used
5. Vendor notification of award
6. Corporate standards adherence
7. Signature authority
8. Termination Clauses
9. Training adherence

The above list is potentially endless. The point is if you are buying products or services for your company, you need to be able to withstand a vigorous internal audit so that your auditors can withstand a vigorous external audit.

Is your procurement team prepared?

We look forward to and appreciate your comments.

There is a real conundrum in retail today. How do we stop CONTRACT leakage?

Wednesday, June 9th, 2010

A conundrum in it’s simples definition is a riddle or a question to an  intricate and difficult problem, so it’s know wonder with the above scenario that we have compliance and other related issues such as ever greening in  the retail industry that literally costs companies millions of dollars. The answer to the conundrum is that with little effort this problem can be avoided. And the way to avoid it is to use a contract management solution. Most retailers do not do so today.

We know that fortune one thousand companies many of which are retailers may have as many as 100,000 contracts. We also know that in the retail trade less than 15% of companies have contract management solutions. We also know that companies that do use contract management solutions have compliance ratings significantly higher than companies that do not. It is a well known fact that these solutions can reduce administrative overhead by up to 30%. Those savings although significant from an ROI perspective pale in comparison to the loses associated with evergreen or auto renewal contracts  that include price increase language when written notice is not received as called out in the contract. Just imagine a bulk fuel contract for millions of gallons with a single basis point escalator above a current Platts, OPIS or Gulf coast index if the contract evergreens. Ouch.

The good news is that a contract management solution like SafeContract™ can solve this problem and provide a near instantaneous ROI. SafeContract™ is offered in the form of Software as a Service or SaaS which makes it much more affordable than an in-house solution. The good news is that the data is yours and you only use what you need.

Don’t wait any longer to reduce your administrative costs, manage discounts and rebates, make your auditors happy with improved compliance and eliminate ever greening.

Contact SafeSourcing™ today.

We look forward to and appreciate your comments.

How do you keep your contracts and suppliers green?

Friday, May 28th, 2010

The primary way of doing this is to insure that all of your contracts support (GPP) or green product procurement. This practice should apply to all contracts regardless as to whether they are for a product or a service.

Green Product Procurement places its focus on the items below as a condition of the contract or a condition of doing business with the host company. This process applies to both products and services that a company provides to or for your company, and may also apply to their own companies endeavors to support the environment in their daily business practices as well.

1.?Products made from recycled content
2.?Biobased products and services
3.?Environmentally prefererable
4.?Energy efficiency
5.?Water efficiency
6.?Use of renewable energy sources
7.?Use of alternative fuels or vehicles
8.?Products do not include? Ozone- depleting substances (ODS)
9.?Lacking in priority chemicals
10.?Use of Electronic Products Environmental Assessment Tool (EPEAT) for electronics.

Make sure your contract templates include environmental language that supports your companies programs and provide the safest products for your customers.

We look forward to and appreciate your comments.

Hey Retailers if you don?t have a Contract Management solution you will be learning a new language.

Thursday, May 27th, 2010

Don?t assume that understanding legal language and its use is any easier than understanding a new foreign language. Much of the language is used to create ambiguity and may be as difficult to understand as your first foray into speaking Spanish or any other foreign language.

An example of a term used quite frequiently in legal contracts and documents is ?subject to’.? According the business directory.com this term used in a document generally prevents it from being an evidence of acceptance and, thus, of a concluded-transaction. A court, however, may decide that all the terms and conditions required in the underlying agreement have been included and agreed to and, therefore, the document evidences a concluded transaction. If that definition is clear to you congratulations. If it is not, please join the hundreds of law neophytes out there that require legal help to interpret our contracts for us.

Because we require this type of help and because most of it is done through email with hi-liteing, tracking and merging tools today, keeping track of these conversations and the most current versions of them is incumbent upon you unless you want to be subject to not understanding your own contracts.

Ask your procurement solutions provider their recommendation as to how to solve this problem for you.

At Safesourcing our product is called SafeContract?.

We look forward to and appreciate your comments.

Hey Retailers if you don’t have a Contract Management solution you will be learning a new language.

Thursday, May 27th, 2010

Don’t assume that understanding legal language and its use is any easier than understanding a new foreign language. Much of the language is used to create ambiguity and may be as difficult to understand as your first foray into speaking Spanish or any other foreign language.

An example of a term used quite frequiently in legal contracts and documents is ‘subject to’.  According the business directory.com this term used in a document generally prevents it from being an evidence of acceptance and, thus, of a concluded-transaction. A court, however, may decide that all the terms and conditions required in the underlying agreement have been included and agreed to and, therefore, the document evidences a concluded transaction. If that definition is clear to you congratulations. If it is not, please join the hundreds of law neophytes out there that require legal help to interpret our contracts for us.

Because we require this type of help and because most of it is done through email with hi-liteing, tracking and merging tools today, keeping track of these conversations and the most current versions of them is incumbent upon you unless you want to be subject to not understanding your own contracts.

Ask your procurement solutions provider their recommendation as to how to solve this problem for you.

At Safesourcing our product is called SafeContract™.

We look forward to and appreciate your comments.

What are the high level benefits of contract management for retailers?

Wednesday, May 26th, 2010

Often times, companies go into projects like new contract management solutions?without any idea as to where they will derive there return on investment when launching a new solution. For the retail marketplace, contract management is a new endeavor for most of the market. The good news here is that the ultimate cost of ownership is probably much less today based on newer technologies and development tools if you want to own the software and install it behind your own firewall. The cost is even less if you plan to use a Software as a Service model where you pay for what you use.

The following are? a few of the? areas in which you may well save a significant amount of time and money? with your new contract management solutions when it comes to delivering a cost/benefit analysis to your management.

1.?Operational Improvement
2.?Improved collaboration with a trading partners
3.?Risk Mitigation from Evergreen contracts
4.?Improvement in Financial Management
5.?Quality improvement in contract performance

In? all companies large and small these benefits may in fact lead to cost reductions in the form of better utilization of human assets whether that means headcount reductions or reallocation of resources to more important tasks.

Ask your solutions provider to help you identify the best quick hit savings opportunities with their proposed solution

We look forward to and appreciate your comments.

Retailers is understanding the language within your contracts confusing?

Tuesday, May 25th, 2010

Quite often the longer the contract the more legalese there is to try and interpret and almost every one you ask will in fact interpret it differently.

Most contracts begin with a section called definitions which is where most companies and associates get lost to begin with. This section is just exactly what it says, all terms used within the following clauses of the contract refer back to this section for their specific explanations of a terms meaning within that clause.

Begin by focusing on the definitions as if it were a separate document and then set it aside and read the clauses. Most of the time this will clear up any confusion you are having.

Most contracts have a pretty good flow to them and will include a format that covers most if not all of the following.

1.?Definitions
2.?Merger and Integration
3.?Choice of Law
4.?Statute of Limitations
5.?Indemnification Language
6.?Time of Performance
7.?Arbitration?
8.?Severability
9.?Fee?s
10.?General Provisions
11.?Non-Waiver?
12.?Liquidated Damages

We look forward to and appreciate your comments

How should retailers manage their legacy contracts with SaaS based Contract Management Offerings?

Tuesday, May 18th, 2010

With the release of SafeContract? Software as a Service offering or hosted software solution we have had many conversations with dozens of retailers as to what is the best way to store and leverage the language or data within existing contracts. My answer has always been the same and that is the identification of your Metadata.

According to Wikipedia Metadata is loosely defined as data about data. Though this definition is easy to remember, it is not very precise. The strength of this definition is in recognizing that metadata is data. As such, metadata can be stored and managed in a database.

When we think about contract management, we need to be thinking about mitigating risk and not necessarily all of the language embedded in a contract. On many occasions this information is listed on addendums or attachments. For sake of simplicity, and this is certainly not an exhaustive list the following twenty items reflect the metadata you might want to hi-lite and set alert targets against in storage of current contracts.

1.?Supplier or Seller Information
2.?Purchaser or Buyer Information
3.?Detail of Goods to be purchased
4.?Detail of Services to be purchased
5.?Delivery Timeline Details of the Goods and or Services
6.?Agreed Upon Price
7.?When and where should payments are to be made?
8.?Payment Terms?
9.?Down Payment Terms?
10.?Delivery Dates
11.?Delivery Location or locations
12.?Risk of Loss or Damage and transfer language
13.?Is Assignment of this Agreement Allowed?
14.?Detailed Warranty
15.?Trademark infringement language
16.?Origination Dates
17.?Termination Dates
18.?Termination Notice
19.?Additional Clauses
20.?Signature Details

The above should be data that is considered for inclusion during the review process that your solution provider puts in place for you during the early stages of implementation, training and review of your new contract management SaaS offering.

We look forward to and appreciate your comments.