In my experience, the people who negotiate a contract are rarely the people who manage it afterwards. Once a contract is signed, the delivery team needs to know the scope and the change process and the finance team needs the payment terms, while someone also has to keep track of renewal and notice dates. Very often, all they have to work from is a short sales summary and a PDF in someone's email inbox.
A short contract summary kept with the full agreement solves most of these problems. It shows who is responsible for each obligation and where the evidence is kept if performance is ever questioned, and as the relationship develops, each agreed variation should be linked to it.
Keep the whole agreement together
The first step is to identify the correct contracting company and the current signed version of the agreement, with all order forms and amendments. The precedence clause should then be read to see which document applies if two of them conflict. A statement of work should always be read with the master agreement that sits above it, especially where the master agreement limits what the project team believes it has promised.
If online terms form part of the contract, the company should save the version that applied on the date it signed. If the provider later changes those terms, the contract decides whether the change binds the company and whether it is entitled to notice or a right to terminate, so both versions and the change notice should be kept.
Each important contract should have a business owner who understands it and knows when to involve finance or legal. That person should be given the full contract, including the terms the sales summary left out.
Record changes before they become disputes
When a customer asks for extra work, the change process should be used to agree the scope and price, including any effect on deadlines. A quick agreement by an engineer in a meeting is still a promise the customer will remember, so it should go through the approval process before the work begins.
If the work has already changed without a formal variation, the company should record what was agreed and when, and obtain the right approval. I explain who can commit the company to new financial terms in who is allowed to sign for the company.
Acceptance should be supported by delivery records and the customer's response. Where the contract allows a period for rejection, the company should keep the delivery date and any defect notices, with a note of how each defect was fixed, because that evidence also matters where silence or continued use counts as acceptance.
Put claims and renewals in the calendar
Claims for service credits often expire if they are not made within a short period, so incident records should be kept and claims submitted through the channel the contract specifies. The company should check what the contract actually provides before promising its own customers a matching refund.
The calendar should show the date by which notice of cancellation must be given, as well as the renewal date, leaving enough time to review the service. That review should consider the renewal price and any minimum commitment, and whoever sends the notice should know the method and address the contract requires.
Where the contract depends on insurance or a certification, the expiry date should be noted and evidence of renewal requested in good time, so that the company can check the certificate matches what the contract requires.
Follow changes in how the work is done
The consent and notice clauses should be checked before the company accepts a new subcontractor or a change in where data is stored. A supplier that wants to move the service to another provider may need the company's approval, and moving personal data may require a transfer assessment, which I explain in handling personal data from the first product.
Assignment and change‑of‑control clauses become important in an acquisition or a group restructuring, because they show which contracts need consent and how long obtaining it may take, so they should be dealt with before completion.
Performance records should be kept where the company can find them. Delivery evidence and customer instructions are often held in staff email accounts that are closed when people leave, so the business should keep what it needs under a retention policy that also respects data protection rules.
Handle a breach through the agreed process
The breach clause should be read before anything is sent to the other party. It will usually say who the notice must go to and how it must be delivered, and whether there is a period to cure the breach. If the contract specifies a formal notice address and method, they should be used even if the account manager already knows about the problem, since a notice sent the wrong way may not be valid.
A breach notice should state the facts and what the company wants the other party to do. If urgent protection is needed, the company should take advice on the remedies available alongside the cure process, preserve the relevant evidence and make sure everyone at the company gives the same account of what happened.
Plan the exit while you still have access
Before setting a budget for leaving a contract, the company should read the termination clause for any remaining payments and obligations that continue after termination. The final charges should be separated from amounts that are genuinely in dispute, and the company should check which licences survive, including its right to keep using work it has already paid for. I cover those questions in agreeing ownership in a customer development project.
Data export and help with the transition should be arranged before the service ends, including the format and the cost. Confidential material should be returned or deleted as the contract requires, while keeping any records the law requires the company to retain, and if the exit includes a settlement, it should list the claims being released and the obligations that continue.
The final account and the evidence of completion should be kept with the contract, together with the name of the person responsible for any obligations that survive, because questions often arise after the delivery team has moved on to other work.
This article is general information and not legal advice. For guidance on your specific circumstances, speak with us directly.