Documente Academic
Documente Profesional
Documente Cultură
Contract Administration
Office of the Vice President
for
Finance and Administration
Barry C. Nelson, Ph.D.
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Alternative Dispute
Resolution Clause
Ch. 2260, Texas Government Code
Most contracts entered into by state agencies
must include language about the dispute
resolution process used by the agencies.
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Contract Review
Review by the Drafter
Is this document going to work?
Is this document serving the TAMHSC components
objectives effectively, efficiently, and without the need
to resort to litigation?
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Contract Review
Review for Content
Substantively, does it cover everything that it needs to
cover?
Does it satisfy all the legal requirements?
Does it contain fatal ambiguities?
Does it contain potential loopholes that a hostile
reader could exploit?
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Contract Review
Review for Content
Is it internally consistent?
Are the rights, duties, and other legal consequences
clearly and unequivocally stated?
Are the objectives of the document properly
conceptualized?
Does the document identify the correct parties in their
proper capacities (use of legal name)?
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Contract Review
Review for Content
Are the dates correct?
Are all currency amounts correct and complete?
Do the provisions clearly state mandatory duties?
Who does what to or for whom or what, when?
Does the document contain representations and
warranties in favor of the contractor?
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Contract Review
Review for Content
Will the document provide sufficient guidance to
govern the relationship?
Will it provide sufficient guidance to a court
interpreting the document?
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Contract Review
Review for Style and Usage
If a reasonable reader thinks a provision is unclear,
then that provision is, by definition, unclear.
Do not argue. Revise it.
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Contract Review
Review by Other Party: Comments
Beneficial to all parties or to the document and the deal
Matters of style of opposing party and that do no
harm to the document or TAMHSC component
position
Harmful to either components position or the smooth
operation of the document
Valid points for future renegotiations
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Contract Review
Proofread the Document
After all the corrections and revisions have been
made as a result of the review process, it is still not
final until it has been proofread one final time.
The case of the misplaced comma
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Contract Review
The Comma Dispute
Contract language at issue:
Subject to the termination provisions of this agreement,
this agreement shall be effective from the date it is made
and shall continue in force for a period of five (5) years
from the date it is made, and thereafter for successive five
(5) year terms, unless and until terminated by one year
prior notice in writing by either party.
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