Protecting Your Contract Boilerplate Language

Standard contract language has a way of inadvertently changing over time based on modifications made for previous projects, or changes someone might think are appropriate for a current project.

Copying From Previous Contracts:  When it comes time to signing a contract, for many public agencies, the standard practice is to copy the most recent contract used.  Over time, however, this practice can lead to the deterioration of standards and to inappropriate provisions in contracts.  What is a good change for one project may not be applicable for all projects.

Practical Tips:  When managing standard contract language, here are a couple of tips that will help ensure that the language does not become accidentally corrupted or changed over time, without deliberate action:

1. PDFs Online:  Include only a PDF version of the standard contract on your agency's website and intranet website.
2. Password Protected in Track Changes:  Do not send an electronic copy of the contract to anyone (internal agency staff, contractors, consultants) unless it is a Word document with track changes turned on and it is password protected.  That way, any additions or deletions will automatically be marked in track changes and you can preserve the integrity of the document.
3. Limited Access to Unprotected Documents:  Designate only one or two people as responsible for managing the standard contract and for making any changes to it.  These should be the only individuals with access to a password unprotected version of the contract.
4. Update Log:  Establish an online log to notify others in your agency or contractors of the date, section, and nature of changes made to the standard contract.
   

Establish Standard Contracts:  If you agency does not have standard contracts, consider developing them. Contracts for construction, consultant services, and vendors supplying goods and equipment are all different and will have different contract provisions.  Federal or other grant funding will also impact contract language.

Mike Purdy's Public Contracting Blog 

© 2012 by Michael E. Purdy Associates, LLC 

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