1. Compliance – all applicable external or internal rules and regulations impacting the enterprise and/or specific transaction must be addressed and followed or any exceptions, if allowed, must be documented
2. Context – develop the business case and reasons for and how the specific transaction fits within the overall strategic objectives of the business. Institutional and transactional history research, diligence review and 2. selection of the particular business partner/vendor, customer
3. Collaboration – legal and business client joint-effort, communication and consensus on the contract negotiation, goals and risk management
4. Contract – well drafted and negotiated contract including but not limited to pricing structure (do and re-do the MATH!), thorough service/product description and performance expectations (SLAs, KPIs, etc.), representations and warranties, rights and obligations, indemnification, liabilities (and limitation), insurance, intellectual property, confidentiality, privacy, security, claims and disputes resolution, exhibits and attachments
5. Closing – obtain and document all necessary external and internal approvals, authorized signatures execution, distribute fully executed complete contract, filing
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The 5 “C”s of successful contracts
