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Contract Execution Checklist v.4.2

The following is an example of a checklist Dominion General Counsel frequently customizes for clients to assist management with the process of executing contracts.

A. CONTRACT INITIATION

Appoint project / transaction manager

Determine confidentiality agreement necessity

Determine written contract necessity for underlying transaction

Use form contract document when necessary

Review contract “issues sheet”

Confirm transaction part of transaction manager’s responsibilities

Confirm transaction within applicable budget (if an expenditure)

Confirm transaction does not involve conflict of interest

Identify all contracting risks including poor performance, confidential information disclosure, default, etc.

B. DUE DILIGENCE INVESTIGATION

Perform due diligence review (by transaction manager)

Assess past experience by others with compliance with contracts, payment, integrity, trust

Interview lenders, business partners, vendors, customers

Assess likelihood of obligation performance for any person behind contract

Assess party's industry reputation (for products, services, customer service, compliance, etc.)

Identify any existing lawsuits including what, when, where, why

Identify if party has sufficient insurance coverage (where applicable)

Interview third parties previously dealing with party

Review party agreements with others (if applicable)

Review party's policies and procedures concerning performance of obligations

Review party's financial capacity to meet its contract obligations

Review party's capacity or resources needed to meet contract obligations

Assess ISO 9001 certification (when necessary if a vendor)

Determine who owns or controls entity if party a private company (if identify party critical such as sharing sensitive information to a potential competitor)

Determine if party is a corporation in good standing with its incorporating state government

Review certificate of good standing and articles of incorporation for legal name / status

Determine if the party’s infrastructure allows for compliance with contract obligations

Assess whether party's corporate culture is consistent with transaction obligations

Conduct credit check with credit department if necessary

Review financials such as current and historical balance sheets, income statements, etc.

Obtain credit references from customers, vendors, lenders and credit verification agencies

Discuss any confusing issues with senior management or attorney

C. NEGOTIATION AND DRAFTING

Negotiate while considering all import issues, terms and conditions

Identify and insert text for full official legal name of each party

Confirm all necessary parties are signing

te-space: pre;"> Confirm all terms are in best interests of Company

D. REVIEW AND APPROVAL

Project stakeholders

TORC finance manager (if TORC incurs financial obligation)

Company attorney

E. EXECUTION

Signed by President or Vice President

Non-officer can sign if expressly authorized by VP

Ensure third party signs by officer or someone with express authority

Contract manager gets original agreement; copy goes to

Project manager

Finance manager

• Convert all hardcopies to electronic PDF documents; convert by OCR to searchable format, and if appropriate, discard hardcopy.

F. MANAGEMENT

Transaction manager should be familiar with all relevant terms in contract

Contract manager ensures company and party compliance with contract

Contract manage continually manages and monitors

Contract manager is responsible for coordinating all departments impacted by contract

Finance department keeps all original contracts (other than purchase orders with customers or vendors


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PLEASE NOTE:  This content is provided for general informational and reference purposes, and is not intended for every fact situation or to comply with the laws of any jurisdictions.  Please adjust for the facts of each situation and consider applicable national, regional, state and local laws prior to utilizing this content.  Always review your situation and documents with your personal attorney. Use the content at your own risk. See Terms of Use.

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