7 Documents You Need with EVERY Contract File

1. Signed Contract or Purchase Order (with references to other documents

2. Terms & Conditions (including any Quality clauses)

3. Non-Disclosure Agreement

4. Specification and/or Drawing (what is being built, designed, or serviced)

5. Statement of Work (how and where the work is to be performed)

6. Export Review (including restricted party screening and product or service jurisdiction and classification)

7. Quote Package (including original RFP/Q and Basis of Estimate)

Why are these documents important?  How will having this information impact you?

Signed Contract or Purchase Order – date and signature are important and can impact work performed outside the period of performance.  Have a signature committing dollars and agreeing to a set of terms and conditions.

Terms & Conditions – have a copy of the revision in force (as referenced on the PO) at the time of quote, PO, and change order(s), as appropriate.

Non-Disclosure Agreement – while some contracts or POs have NDA language as a clause within the contract, I am a fan of having a separate NDA to eliminate any possibility of a contract being considered null and void and losing a severability argument.  Probably more important is to have the NDA in place to exchange information before you begin the quoting process.

Specification and/or Drawing – a specification or drawing should provide a clear, objective guideline for the product to be built, designed, or service.  Be sure to include industry-recognized terms, labels, measurements, etc.  For example, do not simply indicate “red” ink; clearly state “PMS #485 red” ink.

Statement of Work-  the statement of work should indicate where the work is to be performed (seller’s location, buyer’s location, government location, etc.); when the work is be performed (between the hours of 9:00 PM and 5:00 AM local time); and how the work is be performed (according to industry standard ABC-123).  The SOW may also define meetings, reports, or other deliverable items.

Export Review – a thorough export review is prudent even if immediate delivery is considered a domestic sale.  Restricted party screening is crucial to export compliance and involves screening the parties to all transactions to ensure you are not doing business with someone “bad.”

Quote Package – know what the customer requested, what you quoted, and how you calculated the price.  Having the paper trail may save you time, hassle, lost profits, and attorney fees in the future.  Customers make mistakes in RFP/Qs.  Sellers make mistakes in quotes.  And the Government (in the form of DCAA and DCMA) want to see the detailed backup and rationale of your cost and pricing data.

Additional Considerations

If I had to an eighth item to this list, it would be documentation of an internal review.  Your prudent business practices should incorporate a formal review of all quotes and contracts including pre-defined responsibilities by department and time and date stamps of approval.