Contract Review Phase

Contract Review Phase

In this phase, the team negotiates with the vendor or consultant partner to create a contract that spells out the requirements, including

terms and conditions,
interfaces and how to handle them,
who will be responsible for documentation, training, and support, and what materials will be required,
milestones and deadlines.

When this phase is complete, a contract will be signed by all required parties.

This phase may be repeated as often as necessary during the life cycle of a project. For example, a project may involve the purchasing of a package with a vendor contract, and may also employ a consultant partner, which would require one or more contract negotiations, depending on when the consultants are involved, and what their responsibilities are.

The primary participants in this phase are the core team established in the preliminary planning phase, and additional technical and client representatives with expertise in negotiations and contracts. It will also be necessary to include a representative from the legal department.

Deliverables

Signed Contract
The contract comes from the vendor, and is negotiated by the business team (with any necessary input from the technical team), and the lawyers. Since the contract comes from the vendor, there is no sample and no template.

Steps

The project team reviews the documentation from the previous phases.

The contract is received from the vendor.

The team reviews the contract, paying particular attention to business and technical needs, including the following:

Terms and conditions
What are the deliverables? Be sure they are thoroughly described.
Which interfaces will be required, and who will be responsible for them?
What documentation is required, and who will be responsible for creating and maintaining it?
What training is required, what kind of training materials will be required, who will create the training materials, and who will provide instruction?
What level of support will be required, and for how long will it be provided?
What are the milestones and delivery dates, and what are the penalties if they are missed?
How will upgrades be handled, and what type of support will be provided for them?

If the contract is a fixed-price contract, be especially careful to make sure that all terms are understood the same way by both the vendor and the business representatives, to ensure that the contract reflects what Princeton actually expects to get.

The team, or representatives of the team, meet with the vendor to negotiate. TIP: If the project sponsor or executive sponsor handles the negotiations for the price and terms, the project manager can more easily maintain a friendly relationship with the vendor contacts.

The agreed-upon terms are written into the contract and the contract is forwarded to the legal department for review.

Representatives of the legal department meet with the vendor's lawyers to negotiate legal terminology.

Any changes required by the legal department are incorporated into the contract, and the contract is signed in accordance with standard University practices.

If the contract negotiations fall through, and the contract cannot be signed, the team meets to discuss alternative actions. It may be necessary to return to the Package Evaluation & Selection phase to select another package, or it may be necessary to build the system in-house or off-site. When the team has decided on a recommended course of action, they complete the recommendation form, being sure to complete the section on Reasons for Recommendations. The team then forwards the recommendation form to the approval authority.

The approval authority decides whether or not to move forward with the project.