Term and Termination

I told you the other day that I was implementing a contract management system. Part of this task is the Herculean effort required to go through all of the existing contract files and cull them down to the contracts and their related paperwork. This wouldn’t be so bad if we didn’t have active agreements dating back to the 70s – or if thirty people didn’t mark the same document “to be filed” and the filer never look to see if another copy was already filed.

The second task, however, and one that is more important, is entering the metadata about the contract into the system. One obvious piece of information is the date of termination… and while you wouldn’t possibly believe this, almost 50% of the agreements I’ve seen so far have no termination date.

I don’t mean that they were intended to be perpetual – I mean that they’re usually a services agreement and they have an effective date, but no contemplation of an end. Sure, I suppose it’s possible that after they spent time negotiating the contract, they didn’t want to have to revisit the agreement… but “forever” is a long time. Besides, I’m sure your organization has change at least one contractual phrase in the intervening years that you’d like to integrate into your old agreements.

So, short and sweet today, let’s just all remember to put termination dates on our agreements. Even if you set it up so that there is some sort of a renewal term, make sure you have a way to get OUT of the agreement that lists what happens in the event of termination (and not just for breach). I might thank you for it some day.

[As a complete side note, don’t forget that the Caucus IT Procurement Summit is next week! If you’re in Orlando, or have time to burn, we’d love to see you. And if you’re going to be there, come find me and say hello!]

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