I've been creating my personal playbook for 30 years. For most of my career, I made time to capture and catalog key concepts relating to different contracting provisions. I've continued to expand it during my time running How to Contract. I'll be sharing a page from it in the weekly newsletter. Here's the first feature with a playbook page.
GENERAL TOPIC: Acceptance of Deliverables
SUBTOPIC: Whether the passage of time can constitute acceptance of a deliverable, or does acceptance only happen if the customer affirmatively accepts in writing
SAMPLE LANGUAGE: "If according to the SOW Services and Deliverables are subject to this section, Customer will be deemed to have approved a Service or Deliverable if Customer does not reject the Service or Deliverable within the Rejection Period. If Customer rejects a Service or Deliverable, Customer must notify Provider in writing with reasonable detail about why the Service or Deliverable did not meet the requirements in the SOW. Provider will correct the issue and resubmit the Service or Deliverable within the Resubmission Period."
VENDOR PERSPECTIVES:
Vendor Issues: Vendors care about predictable revenue recognition and keeping projects moving to completion. Some vendors want the right to assume acceptance after the agreed time without a written rejection.
Vendor Edits: Here are some changes that vendors may make:
Provider notifies Customer in writing that a Service milestone or Deliverable is ready for acceptance testing
Customer notifies the Provider within 5 days whether the item is accepted or rejected, stating reasons with specificity if rejected.
If Customer fails to accept or reject within that time, Customer is deemed to have accepted.
Vendor Negotiation Script: "We need predictable acceptance procedures so we can recognize revenue, and silence after the acceptance period should mean acceptance."
CUSTOMER PERSPECTIVES:
Customer Issues: Customers want as long as possible to evaluate the deliverable, and they want only an affirmative written statement to count as acceptance. Silence does not mean acceptance.
Customer Edits: Customers may make these kinds of edits:
Customer has 10 business days to review and accept or reject in writing,
Vendor must correct rejected items at no additional charge and resubmits for review. If rejected again, Vendor has one further opportunity to correct, and if Customer rejects again, Customer may terminate the SOW and receive a full refund of prepaid amounts for unsuccessful Services or Deliverables.
Customer's failure to respond within the time stated does not constitute acceptance.
Customer Negotiation Script: "We need adequate time to evaluate deliverables and don't want to be deemed to have accepted things just because we didn't respond quickly enough."
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