This contract tip is to make sure you focus on providing the tools your teams need for smooth operations.
It's easy for us to focus most of our time in negotiations on the big provisions like indemnification and limitations of liability. And we should make sure we get those right. They are critical. But we also have to make sure that the operational provisions in the contract work for the relationship. Those provisions are more likely to determine the success or failure of the vendor-customer transaction because they play out every day and not just when there's a lawsuit.
Here are three things I focus on in my drafting in an effort to create a more seamless and conflict-free operational experience:
Delivery details. Do the requirements around delivery support what the buyer and seller need to happen? Are there enough details to prevent misunderstandings and allow the parties to work through the day-to-day issues?
Acceptance criteria: Does the contract include a clear acceptance criteria? Does it reflect real-world factors and concerns about the quality of the deliverable or product?
Communication and governance: Are there terms that provide clear escalation paths, ongoing meetings in a cadence that makes sense, as well as notice and reporting requirement to support ongoing communication?