Do You Have A NDA to Third Party Contract in Place to Protect Your Business?

If you search online, you are likely to come across several websites that offer documents for your company. Whilst they are a great way for you simply download and use for your business. Does this document provide protection for the business?

The right set of documents will save your business headaches in the long-run as the provisions are tailored – for example, in the UK this should be towards the UK jurisdiction over any other country.

You may choose one over another because of their look and feel. A downloaded document is a good starting point if you plan to use them but remember that one size does not fit all especially if there are gaps or misalignment.

Website Terms of Use

You may rely on a downloaded document for your website terms of use but whilst there is nothing wrong with this approach please ensure it really does NOT have gaps. Recently, we noticed a template used by a business, where there was no valid jurisdiction clause what happens if someone takes your business to court outside the U.K. under another country’s law.

Some website terms of use do not go into details about conditions of use covering material which shall not be published. Also, think about your brand, technology, liability and misuse you will want to be covered.  It should also be made clear here which policies are being referenced.

There should be the correct title and label given to the website terms of use. Some websites do have them referred to as terms and conditions. These should not be mixed up with terms and conditions which the business uses to govern an order placed by your customer.

Business Terms and Conditions

Early Discussions or Inceptions with a NDA

It’s not uncommon for some a group of friends to get together and start working without any agreements. This can go two ways it either works well or a few of them split. If the latter occurs, this could leave you with little protection where someone may walk away with more than just your idea. We recommend that you put in place a non-disclosure agreement (NDA) initially.

If it is an initial discussion, for example, with a new supplier, which may involve a sensitive, commercial, or confidential information sharing before you release this you should consider putting in place an NDA’s.

In a sales-led organization, any new business discussion will not progress unless there is a non-disclosure agreement in place. This can generate a large volume.

The NDA can be tricky as there are a few areas to get right.  Sometimes there a non-standard one which your customer may want to adopt. We can assist with NDA.

Whether a NDA or custom business requirements we keep your needs in mind to reflect these in a business agreement.

NDA for Bid Protection and Bid Response

If you are not already doing this; most businesses an NDA is put in place before sending across any bids for sourcing.  On execution of the NDA bid, documents are released to the supplier.

Where a business does not have an NDA in place, recently a supplier found that certain commercial information of their bid response was submitted directly to a competitor. We recommend that a confidentiality provisions or a non-disclosure agreement (NDA) would have assisted to remind them of what was breached.

Get the Correct Paperwork in Place

Do some of you operate your business on just basic website terms of use? There are a number of businesses that, do NOT have detailed business terms and conditions in place. For example, you wouldn’t expect your main utility supplier not to operate without a set of terms. Think of your business terms as a level of protection which enables you to engage with other businesses on the same level playing field, for example – payment terms.

Services Terms and Conditions

We have no paperwork in place, the processes are not there or there is some ambiguity as to how this part of the service works.  These are some of the pains that will give you headaches.

As a starting point at high-level, we suggests your business needs to consider the following: –

• Order (services ordered);
• Roles and responsibilities;
• Commercials with fees
• Licensing and intellectual property;
• Personal data;
• Services defined and service description;
• Support;

If starting from scratch, the above areas are dealt with then the rest can be expanded upon. Where there are existing terms and conditions then the pain points or gaps can be dealt with individually by looking at each area.

Use Resellers with Reseller Agreements

Perhaps your business has a few resellers that onward-sell your services. By correctly capturing the commercials, ownership, and associated processes in a reseller agreement it helps you run this relationship in a much better way. Along with this, understand the way in which the ownership of the customer is dealt with and how an exit is dealt with.

Strategic Suppliers with Suppliers Agreements

If you use key or strategic suppliers or third party contract to provide your business where you are spending quite a lot of money, then ensure at the start there is a documented agreement.  This will clearly outline the commercial part with key terms but also help to plan any renewals.

Proof of Concept or Supplier Project Agreements

If your business, for example, is planning to put a data analytics project with a supplier, the scope of the project and business terms with the supplier needs to be well documented.

This detailed scope may be captured in a statement of work with the relevant acceptance criteria along with any responsibilities of each side.

Consultant Service Agreements

Your business has consultants working for you on the back of a number of emails. There are no agreements in place this does create a risk for a business. If your business is using consultants to provide expertise, then a consultant agreement should be put together outlining the key terms and the commercials.

Outsourcing Services Agreeements and Manage Contract 

Whether your business is outsourcing any of its services to a single provider then an outsourcing master services agreement is usually put in place. Whilst these are lengthy agreements the majority of the time is taken on the services related schedules to ensure that correct commitments flow down or any service credits.

Manage the contract either through change control or additional services as part of the contract management process or the support of the contract manager.

Policy Templates

There are several policy tool kits which can be purchased online. Firstly, remember these are templates which come as standalone. Secondly, there is an element of customization to do here. Like any item which fits like a glove, a policy must also be aligned to your business.

For example, a technical policy may require input from the technical team in your business whereas a HR policy is going to need input from HR.

Does It Help to Have Documented Agreements?

It may be a long time since you last worked on the same agreement or someone previously worked on this, so it allows you to look at the final signed version to understand your position. Having an agreement in place will assist your business in each of the following areas:-

• Each parties’ commitments;
• Renewals;
• Exit;
• Audit;
• Refunds;
• Service credits;
• Deal with disputes or claims.

 

In summary, by having business agreements in place it demonstrates to your customers and auditors that the business is organised and puts you on a level playing field.

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Get the paperwork in place to protect your business by emailing us at info@certaintysolution.com or or request a proposal from us.

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