This is an example of a DGC checklist we often use to help our clients create a customized process for analyzing their prospective major vendors, negotiating and signing a contract with the vendor and then managing the contract once signed.

• Appoint project / transaction manager

• Determine if confidentiality agreement necessity

• Determine if written contract necessity for underlying transaction

• Use form contract document when necessary

• Review contract “issues sheet”

• Confirm that transaction part of transaction manager’s responsibilities

• Confirm that transaction within applicable budget (if an expenditure)

• Confirm that 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 vendor’s compliance with contracts, payment, integrity, trust by interviewing vendor’s business partners, vendors, customers, etc.

• Assess likelihood vendor can perform contract obligations

• Assess vendor’s industry reputation (for products, services, customer service, compliance, etc.)

• Identify any existing lawsuits involving vendor including what, when, where, why

• Identify if vendor has sufficient insurance coverage (where applicable)

• Review vendor agreements with others (if applicable)

• Review vendor’s policies and procedures concerning performance of obligations

• Review vendor’s financial capacity to meet its contract obligations

• Review vendor’s capacity or resources needed to meet contract obligations

• Assess industry certifications (such as ISO 9001 certification)

• Determine who owns or controls vendor (especially if identity of to prevent the sharing of sensitive information with a potential competitor)

• Determine if vendor is in good standing with its incorporating state government

• Review vendor’s certificate of good standing and articles of incorporation for legal name / status

• Determine if vendor’s infrastructure allows for compliance with contract obligations

• Assess whether vendor’s corporate culture is consistent with transaction obligations

• Conduct credit check with credit department

• Review vendor’s financials such as current and historical balance sheets, income statements, etc.

• Obtain credit references from vendor’s 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 that all necessary parties are signing

• Confirm that all terms are in best interests of Company

D. REVIEW AND APPROVAL

• Project stakeholders

• Finance manager (if Company 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 hard copies to electronic PDF documents; convert by OCR to searchable format, and if appropriate, discard hard copy.

F. MANAGEMENT

• Contract manager should be familiar with all relevant terms in contract

• Contract manager ensures Company and party compliance with contract

• Contract manager 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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