Master Services Agreements > clauses included, ownership and maintenance

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    • #292528

      This SIG Member is interested in some details regarding your Master Services Agreements (MSA). 

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover? 

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? 

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  

       

    • #295371

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover? Included in MSA

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Legal approves the MSA.  The MSA is a owned by Legal.  

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? The VP for the organziation that’s submitting the MSA request signs the MSA.  Only VPs and above can sign MSA’s and SOW’s in my company.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  Legal is responsible for the template.  

    • #295372

      1. Our MSA includes certain supplier conduct language related to Performance of Services, Provision of Qualified Personnel, Compliance with Laws, etc. and backed by Representations and Warranties. Our HR Legal representative is heavily involved in the vetting of this language so it is clear the supplier relationship is specific to that of an Independent Contractor and that no supplier representatives assigned to provide us with services could be considered as an employee of our organization.      

      2. Our Chief Procurement Officer (CPO) approves the Master Services Agreement template in our organization. Legal is ultimately responsible for approval of the terms and conditions in the template.

      3. In our organization the only people authorized to sign contracts on behalf of the company are members of the Procurement Category Management team, but only upon documented approval from the applicable Business Unit Sr. Leader.  This ensures a separation of responsibilities and mitigates potential conflict of interest scenarios. The agreement, prior to being signed, is reviewed by Category Management (via collaboration with Legal, Risk, etc.) and a Contract Approval Form (CAF) is presented to the Business Unit Sr. Leader. The Leader’s approval is documented with the agreement within our Contract Management platform.

    • #295375

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?  In the agreement, we ask them to abide by the Supplier Code of Conduct, and then provide a link to the actual document (on our website). 

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Legal leads the development and refreshing of the MSA, but partners closely with procurement for input and revisions.

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else?  It depends based on our signing authority matrix.  The size should be relative to your company’s total spend.  It’s typically VP level though.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?   Yes, it’s a combination of different team input – Insurance provides insurance levels, IT provides IT risk/security language, etc.

       

    • #295376

      1. The MSA references the Supplier Code of Conduct, but the Code is on our supplier webpage 

      2. Procurement is responsible for the commercial aspects and drives the creation, but Legal is responsible for the legal requirements and has approval over the final wording to make sure the intent is met, is legally proper, and enforceable.

      3. It is someone in Procurement, with the signatory being defined by a matrix.  The matrix has 2 components, the dollar level and the risk of the services being procured.  So, the person signing could be as low as a first level manager (rare) up to the CPO.

      4. Yes.  It is a group effort.

    • #295377

      1.The MSA has a link / URL referencing our supplier code of conduct

      2.Legal is responsible for maintaining the MSA template with feedback from the Sourcing team

      3.The relevant business stakeholder signs all contracts

      4.Sourcing consults with Legal & business stakeholders during contract negotiations to get their feedback on terms

       

    • #295378

      1.  Yes, the MSA does include our contractor code of conduct, as do all of our contracts for service.

      2.  All of our templates are reviewed and approved by Legal prior to being put into use.  All contract templates reference our terms and conditions, also known as General Commercial Agreement, as governing.

      3.  The signer of MSAs may vary.  Usually, the manager over the department or organization that initiates the MSA will sign on behalf of all company entities.  For example, any Commercial Manager can sign a MSA or Fleet Contract on behalf of all generating units, which includes LG&E and KU.

      4.  While I am not directly involved in the process, I believe that the template creation and approval process is a conglomeration of procurement, legal, compliance and risk management.

       

    • #295379

      1.Code of Conduct is included and also represented as a specific Vendor Code of Conduct 

      2.Procurement is empowered by Legal to sign/approve  – UNLESS the redline deviations are ‘material’ requiring Legal /SME review and approval . Once gathered then Procurement can/will sign . 

      3.CPO or Delegate 

      4.Procurement gets Template from Legal . Deviations are routed back for approval . 

       

    • #295380

      1. The MSA includes the Code of Conduct

      2. Legal approves the template

      3. The CIO will sign off on IT MSAs.  If over $500,000 in annual spend, the CPO and CFO need to sign as well.

      4. Procurement works with Legal to finalize the template and we add language outside of normal legal clauses, i.e. business downturn, divestiture and Force Majuere.

    • #295381

      1. The Supplier Code of Conduct is referenced in the MSA and a link is included for the supplier to review

      2. IBM Procurement hosts a quarterly Global Contracts Council (GCC) to review, agree to, and implement any needed changes to our template contracts. The GCC is comprised of Corporate Legal, Procurement Contracts Shared Services and individual stakeholders including but not limited to IBM Tax, IBM Data Privacy, Import/Export, and Trust and Compliance. 

      3. Procurement

      4. Yes, most provisions in the MSA are owned by someone other than Procurement and those stakeholders participate in the GCC, as described in #2.

    • #295382

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?  Yes but is only referenced, directing the supplier to a link where our SCC is stored.

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Procurement works with Legal: Legal establishes the template, we advise Legal of any requested edits by the supplier that fall outside of prescribed guidelines, and except for some key provisions (indemnity, IP, etc.), Procurement and the stakeholder can make a risk decision with respect to accepting requested deviations. 

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? Me, the CPO.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  As noted above, it is a collaborative template, Procurement working with Legal and edits requested by the supplier is a further collaborative process working with Legal, Procurement, and the Stakeholder.

       

    • #295383

      1. Yes, our MSA contains an attachment with links to Electronic Industry Code of Conduct (EICC) but also includes clauses for   Core Policy Commitments and Supplier Requirements

      2. Legal and Procurement work together but Legal owns the templates and therefore gives final approval

      3. It is signed by different executive levels of the BU depending upon the dollar thresholds approved to each level.

      4. Primarily it is between Legal and Procurement  but feedback or requirements from certain provisions like Insurance and Privacy is collected and incorporated into the MSA template. But at the end of the day, it is Legal the responsible.

    • #295384

      1. It’s noted in the MSA and can be accessed online

      2. Legal, both

      3. Sourcing Management, up to the CFO based upon value

    • #295385

      1. Separate cover

      2. Sourcing houses the MSA and other templates in our contract repository, and coordinates any changes with our legal group. 

      3. Sourcing is enabled to sign contracts. Authority is based on role and spend (i.e a more junior Sourcing role has a lower dollar threshold signing authority, our CPO the highest).

      4. Yes, they do

    • #295386

      1.  Yes

       

      2.  Legal owns the template and all updates are created and released by Legal after coordination with Privacy, Compliance and Insurance Risk Management.

       

      3.  All MSAs are signed by an I T Vice President or above.  Exception:  Term extension Amendments can be signed by an Assistant VP or above.

       

      4.  Not applicable.

       

    • #295389

      Based on our role as an advisor, sharing our insights:

       

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover? Usually separate

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  – Legal (General Counsel)

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? Legal (General Counsel/Deputy General Counsel)

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  Procurement is typically not responsible for the template. Typically Legal formulates and updates templates from time to with inputs from other stakeholders.

       Akshay Khanna | Managing Partner | AVASANT

      Mobile: +91-96-1110-5257 | [email protected]

      India: B-509, Statesman House, Connaught Place, New Delhi, 110001

      Global HQ: 1960 E. Grand Avenue, Suite 1050, Los Angeles, California 90245, US

      https://www.linkedin.com/in/akshaykhanna | http://www.avasant.com

      EA:  Meenakshi Nanda | M +91-99-100-883-43 | E [email protected]

       

    • #295387

      1. Included in the Contract under Procurement integrity also there is an attachment for resources on the premises

      2. Legal Approves the Template

      3. Depending on the amount CP staff, CPO or EVP sign the Agreements

      4. Yes

    • #295388

      1. It is an attachment to the MSA via a link to our website where the code of conduct is posted and updated from time to time.

      2. Legal is the drafter and owner of contract templates.  They are always done in partnership with procurement/sourcing.  We have a DOA document that provides guidance to sourcing/procurement on what types of changes require review and reapproval from legal.  We also have a legal guidelines document that includes alternative language to help sourcing/procurement negotiate alternate terms with suppliers without requiring legal review or consent or approval. 

      3. Sourcing executes master agreements as well as ordering documents or SOWs or other child agreements after receiving appropriate approvals based on the DOA

      4. See # 2

       

    • #295390

      These questions were right in my wheelhouse.  Before entering the consulting profession, I had responsibility for all contracting management for Bank of America and two predecessor financial services companies.  In consulting, I’ve helped many Fortune 1000 companies create or enhance their portfolios of template contracts and clause libraries.  Some of these projects were for procurement sponsors and others directly for the general counsels’ offices.

      1. It can be done either way. A third way is possible – – see below.  Easier to get suppliers to sign a Supplier Code of Conduct outside of the MSA though…as typical ‘code’ or ‘policy’ types of documents do not have defined terms and other attributes of a legal contract.  

      Another contributing factor is that some of your suppliers will not be under a MSA, yet you will still wish them to sign your Supplier Code of Conduct.  

      One technique I’ve used for my clients is to have “Adherence to Supplier Code of Conduct” as a simple clause in the MSA, but not the entire text of the Code of Conducts.  That clause simply states something like, “Supplier has signed and agrees to comply with XYZ Company’s Code of Conduct as a material part of its services under this MSA.   

      A final factor to consider is how to make sure every supplier has signed your Code of Conduct – – for this a revolutionary method is to use a ‘no cost’ Supplier Risk Management service to automate the signing and maintenance of Code of Conduct documents for every one of your suppliers [I’ll be happy to provide the provider name if you reach out to me].  Doing that removes from your staff the time-consuming task of getting thousands of suppliers to sign your Code of Conduct.

      2. Creation and modification of legal contracts must have some degree of Legal oversight in any company.  Without that, a procurement or operational leader can be held responsible for ‘practicing law without a license.”  It may seem OK during normal times, but watch what happens if a substantial lawsuit develops and the company board wants to hang someone out to dry.

      So, leading companies have delegations of authority which provide for legal oversight when procurement and their advisors are creating template agreements (which are larger than just Master Service Agreements).  As long as supplier contract actions occur on the approved template within prescribed risk parameters, then legal review may not be needed.  But if the deal is non-standard than a greater amount of legal involvement may be needed.  This can be documented in policies/procedures via a matrix called a Legal Review Matrix.

      My company helps firms develop commercially acceptable templates and clause libraries, working with both procurement and legal department leaders.  These template portfolios have varied from simple ones (even individual contracts) all the way up to large template libraries (covering nearly 50 categories of procurement action).  

      Examples of a procurement templates in a simple library might be:

      •Non-Disclosure Agreement (Unilateral)

      •Mutual Non-Disclosure Agreement (Bilateral)

      •General Services Agreement

      •Construction Services Agreement (CIS Format)

      •Professional Services Agreement (Standard)

      •Professional Services Agreement (Lite)

      •Professional Services Agreement Statement of Work (SOW)

      •Volume Purchase Agreement 

      •Software as a Service (SaaS) Subscription Agreement

      •Software Licensing Agreement

      •Master Services Agreement

      •MSA Statement of Work (SOW)

      •Master Services Agreement – Technology

      •Terms Rider (This can add your general terms to a supplier’s form agreement)

      3. This depends.  I advise procurement clients to have the CPO or key staff either be the sole signatory or one of a dual signatory process.  This points contract actions and renewals back to Procurement for renegotiation and keeps them in the loop.  

      As a general rule, the Legal organization should not sign contracts – – they should merely advise on the risks of the transaction (ones with an overly-tight grip may wish to ‘approve’ though by signing or initialing…but that often creates a process delay).  

      Delegating authority for Line-of-Business (LOB) owners to sign commercial agreements often results in maverick spending.  At most, co-signature by LOB owners should be allowed.  But there may not be a single LOB owner for cross-enterprise contracts…i.e. office supplies, electric utilities, MRO supplies, etc.

      4. See my response to Question 1 for Legal.  Input into contract templates certainly needs to come from other groups impacted by the supplier relationship; including Finance, Payables, Compliance, Risk Management, Privacy, Information Technology, etc.  

    • #295391

      1. It is not included in our MSA, we include the code of conduct in our new supplier onboarding packet

      2. The template is approved by legal. However, procurement and the business also have input on the provisions that are related to the respected groups  

      3. Procurement signs all contracts

      4. Legal is responsible for the template, procurement and the business can add inputs that are specific to the SOW/commodity

    • #295392

      1. Handed under MSA, we include a link to online site where the current Code of Conduct

      2. Procurement approves the MSA template for signature provided there is no change to the contract risk provisions (indemnification, Limitation of Liability, Data Privacy, Confidentially).  If these provisions are touched the Legal team is consulted.  

      3. Signed by Busines Stakeholder

      4. Legal owns the templates w/ Procurement as the top stakeholder followed by Compliance, Privacy, Security, Business Continuity 

    • #295393

      1. Referred to and supplied at the time of engagement

      2. Legal—aka Contracts Management in our organization, a different group than the Office of the General Counsel.  These are attorneys hired to work specifically in Vendor Managemenbt who specialize in third-party contract negotiations.  Any changes to template terms would be vetted by the OGC which has oversight over this unit.

      3. VP or higher, for anything that’s $0 value.

    • #295394

      1. The MSA includes a provision that will require suppliers to adhere to our CoC, with the CoC provided along with the agreement.

      2. Procurement, specifically the contract team therein drafts the T&Cs which then is reviewed and approved by the Office of the General counsel.

      3. It is the Business Owner

      4. Addressed in response to question 2. Bank SMEs such as InfoSec, Compliance, Model Risk, Data Governance, etc…, are involved in providing input addressing risks pertaining to their subject matter.

    • #295395

      MSA template standard terms are created and updated by Procurement, InfoSec and Legal. Final overall approval is by Legal. Authorized signatories are executive staff only (CIO, CFO, CEO, etc…).

    • #295396

      1. Under Separate cover.

      2. Legal owns the templates and does a final review/approval of all contracts prior to execution.

      3. Business Owner signs

      4. Although our Supply Chain area doesn’t own the templates all stakeholders have the ability to provide input to legal.  For example the Insurance area would review and update the insurance requirement section as applicable and Supply Chain the business terms, invoicing and ordering terms, etc… 

    • #295397

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover? Yes, it is included as one of several exhibits that may be applicable depending upon the type of work.

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template? Legal owns the template and Supply Chain provides input on the commercial and operational sections/exhibits.  

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else?  Supply Chain signs the agreement as long as the agreement does not constitute a financial obligation to spend. (commitment is then made by the business through the requisition/purchase order process)

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  Legal and Supply Chain maintain the template.

       

    • #295398

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?  ‘

      Yes, it’s part of the MSA.

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template? 

      Legal and Procurement are both actively involved in the development and approval of any new templates/language.

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else?

      Typically the stakeholder, but it does depend on the nature of the relationship and value of the contract. For example, if it’s going to be a low dollar relationship (under $50k annually), then I’ll allow a Director to sign MSA, but prefer VP or above for anything else.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions? 

      Yes, absolutely. All the above.

       

    • #295399

      1. Our corporate website includes our Codes of Conduct and the URLs are referenced in the MSA.

      2. It is a joint effort but Procurement owns the template.  We review and collaborate w/ all areas of Legal (commercial, Intellectual property, insurance & risk, etc.) but Procurement is responsible for the content. 

      3. Procurement signs the MSAs.  Since the MSAs neither have any spend attached nor commit to do any work, we typically have Procurement middle management execute.   Then any discreet POs off those MSAs flow through our ERP system consistent w/ the DoA and the actual spend level. 

      4. Procurement is responsible and seeks input (and concurrence) from others including the functions noted. 

    • #295400

      1. MSA references the Supplier Code of Conduct. It is a separate document.

      2. Both, mostly driven by Legal.

      3. Business owner based on DOA.

    • #295401

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?

      Yes, included

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template? 

      Procurement maintains, Legal approves

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else?

      Procurement signs.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions? 

      Stakeholder’s approved negotiated changes to standard/approved template.

       

    • #295402

      1. Supplier Code of Conduct is most often a separate document but I’ve seen a few clients include the Code of Conduct an Attachment to the MSA.

      2. In my experience, MSA is universally owned by Legal (whereas SOW is owned by business). Given that MSA is mostly legalese, Legal has sole control of provisions and has sole say so over edits to the MSA (in cases where SOW terms and conditions supersede terms in the MSA, Legal should be notified and the edits highlighted to ensure compliance).

      3. In 100% of my client engagements, Legal owns the MSA and is the final arbiter of the language. However, the MSA and SOW are signed by Business Stakeholder along with SOW.

      4. n/a per above

       

    • #295403

      1. MSA includes it

      2. Template is created and approved by legal with the input of Control Functions.

      3. Business Owner (funding owner)

      4. Control Functions responsible for thei areas of expertise, Business Owner/Procurement responsible for commercial terms

    • #295404

      1. Yes, in MSA template for onsite work only. This is due to Liability for onsite services (contractor, consulting, etc.).

      2. Procurement is involved in drafting and revisions; Legal is ultimately responsible and approves and posts templates for use. .

      3. By means of a Procurement Policy, we have Procurement and Non-Procurement agreements. For all Procurement agreements, Procurement signs as they are the only authorized signatory for signing contracts. However, we have a strict financial authorization policy that requires a very specific contract review and approval sequence prior to Procurement signing. For Non-Procurement agreements, the financial authorization policy dictates who is the appropriate signatory. Financial Authorization Policy & Contract Review and Approval Policy is as follows: Category Manager, Category Manager Leader, Business Owner (“BO”) of Contract, BO Director, BO Senior Director, BO VP, BO SVP/EVP, Legal. Accounting, VP Supply Chain, CFO, CEO. Routing sequence is dependent on the value of the agreement.

      4. Legal is ultimately responsible for templates, however, yes, Accounting, Legal, Privacy and Security weigh in to the templates. We have 11 control orgs in the company that ensure the proper terms are included for compliance reasons.

    • #295405

      1.Yes, there is a reference link to the Code within the PSA (Professional Services Agreement – we are a services company). If we are buying product we typically use the supplier’s MSA.

      2.Legal owns the terms of the PSA template and Procurement owns any commercial terms related to it (such as the SOW or pricing schedule), however Procurement owns the overall negotiation process with the supplier. Often times Procurement and Legal will collaborate on any changes depending on the situation to mutually agree what is acceptable. Therefore, if a supplier redlines the PSA it goes through legal review for approval. Any commercial terms are negotiated and owned by Procurement and the stakeholder (as appropriate). 

      3.New supplier PSA’s are signed by the corresponding business owner executive. If it is a renewal or new service with an existing supplier there is a separate process for signatures aligned with the business owner and Procurement and typically doesn’t require executive approval unless it is unbudgeted for.

      4.Yes – see response to #2 above

       

    • #295406

      1. Yes the MSA includes reference to our online Supplier Code of Conduct. It is a link. We DO NOT include a static code of conduct within the MSA.

      2. Procurement manages the review very closely with legal.

      Ultimately, Legal, Risk, Business Owner are accountable for approval. However, each section of our contract is assigned to specific persons/departments. Example. Export rules… legal and risk; LOL and insurance coverage… insurance, legal; termination for convenience… business; late fees… business and legal

      Managing the process is streamlined by 1) sourcing having ability to negotiate terms using experience and templated options for each section and 2) having a clearly defined MSA template identifying areas of accountability.

      3. C- or V- level sourcing signs the MSA and amendments. The MSA covers ensuing order forms, quotes, SOW and other subcontracts which may cross multiple departments and jurisdictions.

      4. The template is owned by a centralized team. The content of the template is assigned to particulate stakeholders.

    • #295407

      1. the Supplier Code of Conduct document is included in the MSA by reference as a link. All vendors are required to the code in order to do business with us. 

      2. Legal has overall responsibility over templates. Legal however coordinates with various stakeholders and subject matter experts (Insurance, Risk, ITSec, Sourcing, Finance, Data Privacy) to maintain the content in line with business standards

      3. Only Sourcing Managers/Leaders, Legal or C-suite leader have the POA to sign final MSA. In practice, Sourcing does majority of the signing since negotiation is in the remit  of Sourcing. 

    • #295408

      1. That is a separate document which is usually a URL because it changes from time to time 

      2. Legal, but works in conjunction with Procurement and Finance to ensure all the necessary deal terms are part of the master template

      3. Depends on the deal amount and DOA levels.  The authorized signatory would sign the master, SOW’s and any other contract associated with the deal.

      4. Templates are a collaboration between legal, compliance, privacy, finance, security, risk, insurance and procurement departments.

    • #295409

      1. The Supplier Code of Conduct is incorporated by reference with a link in the MSA.

      2. Legal is the primary owner of the templates, though it is highly collaborative between Legal and Procurement.  Each responsible matrix partner can push for updates off cycle if they have material changes and when we make changes on cycle, all are consulted for their input, approval and/or verification if their sections should remain the same.

      3. Business and Finance approve, and Procurement signs all indirect procurement contracts.  Who signs is based on authority granted by the Board of Directors and maintained by the Office of the Corporate Secretary.

      The CPO signs the higher threshold contracts, and designated third party management directors sign contracts below the CPO’s threshold.

      4. Legal is responsible, though each area that owns language is part of the formal process.

    • #295410

      1. The Supplier Code of Contact is attached to our Vendor Form when onboarding a vendor, there is a link that the vendor must open. 

      2. Legal owns the MSA and approves any changes to the template. 
      Legal is responsible for the approval of the terms and conditions in our MSA.

      3. Signature follows our Financial Signing Authority Policy.

      4. Legal owns the MSA and approves any changes to the template

    • #295411

      1. Our MSA includes the Supplier Code of Conduct.

      2. Procurement and Legal work in tandem on the terms and conditions of the template.

      3. Our  VP signs the MSA.

      4. We do always welcome input and consideration.

    • #295412

      1.no 

      2. Procurement and Legal work together on T’s &C’s with procurement owning the process.  

      3. VP or higher 

      4. Yes

    • #295413

      1.Our MSA does not include a supplier code of conduct.

      2.Legal creates and approves the MSA template. In the event, we need to modify a significant item, we would discuss this with Legal; ultimately the business can accept the associated risk with the change. 

      3.Currently, Legal signs the contract; alternatively the CEO or CFO may sign. However, the business is evaluating this as the process does not work for the company. The BU stakeholder is likely going to be a signer. 

      4.Legal owns the template. However, Procurement and Info Security often provide feedback. 

       

    • #295414

      1. We have two pieces – one which refers them to our website which has our Vendor handbook and then another one in which we specify some of the rules that must be followed which are more or less when in patient areas.

      2. We have a System in which standard clauses are associated with certain type of Agreements.  Once this is created, then the Contract Manager will adjust as needed.

      3. Our signature process is based on the spend level or the contract more than the contract type itself.

      4. na

    • #295415

      1. It references it but does not ‘include’ it in the document.  We generally have the supplier acknowledge it at onboarding.

      2. It’s a joint Procurement and Legal exercise

      3. It follows chart of accounts for our company but the CPO has authority to sign most of it

      4. Absolutely, we want a collaborative input for a comprehensive document.  Key is to temper that with what is needed vs. what is wanted

    • #295416

      The Master Service Agreement is a combined effort between all parties involved, Commercial, Legal, Compliance, etc., but legal has the final say regarding the terms and conditions. The document is approved and signed by the Commercial Manager overseeing the MSA. LGE-KU includes the Supplier Code of Conduct in the Mater Service Agreement and Contract by referencing the LGE-KU General Commercial Agreement.

    • #295417

      1.Normally we add the Supplier Code of Conduct to the MSA as a separate Exhibit.

      2.The MSA template is the responsibility of the Legal department. They organize the input from the other stakeholders as well (Procurement, Privacy, Compliance, ….)

      3.Normally the MSA will be signed following the 4 eyes approval principle, within the boundaries of the procuration . The Exec Business Owner will sign, together with the CPO or a Board member.  

      4.In our case Legal is responsible and gets input from Procurement, Compliance, Privacy, Security, Business stakeholder

       

    • #295418

      1. Our Contracts and other related functions e.g Non-disclosure agreements, consultancy agreements, work assignments, SLA’s etc have templates set up and maintained by our Contracts department. 

      Generally, for engineering services the Code of Conduct is included in the MSA. In commercial contracts, we do build aspects of the code of conduct in the contract itself.

       

      2. Our contracts are approved by the internal customer utilizing the services. The Exco will approve certain contracts based on the delegation of authority. The contracts manager works in Procurement, and her role is to draft the document in conjunction with the Procurement Manager and internal customer. She does not approve the contracts, but ensures that due process was adhered to.

       

      3. Business owner signs; Exco approves spend based on contract value. Legal offers advise to Procurement during the drafting phase.

       

      4. Yes, they do as per the above notes.

    • #295419

      1. There is a link to Supplier Code of Conduct added to the MSA under Definitions. At times large MSA with preferred partners also add an annexure on Supplier Code of Conduct. 

      2. It’s Legal counsel and the members of Legal Panel that prepare and approve the appropriate MSA format/template. 

      3. Depends on the spend threshold and the criticality of the scope. Most of the time it would be either a level below CPO for certain spend threshold, and for higher it would be the CPO. Very niche MSA’ where direct involvement of Sr.Leadership from business in consultation with CPO and Legal are signed by Business leadership.

      4. Most of the templates/formats are proposed/provided and prepared by Legal At times specific Services Agreements, Procurement can work on in consultation with legal.

    • #295420

      1. It does not include the Supplier code of conduct. The supplier code of conduct is provided to the suppliers at the prequalification stage.

      2. Its done jointly between Legal and Procurement. Procurement is responsible for maintaining the templates.

      3. The Director of Supply Chain division – Would be equivalent to CPO in some firms

      4. Yes Legal does provide inputs

    • #295421

      1. Our MSA contains a link to our Supplier Code of Conduct on our website.

      2. Legal

      3. VP Procurement

       

    • #295422

      1.Third Party Code of Conduct are always covered in the MSA under Corporate Responsibilities where the supplier complies with all the terms under it.

      2.MSA is reviewed and approved by Legal, Procurement and IT.

      3.The MSA once approved by legal is signed by CIO but in some cases the head of the Business Function.

      4.Yes, The MSA goes through Data Privacy team, Cyber Security for their review and ensure everything is provisioned.

       

    • #295423

      1. Inclulded in the MSA as an annexure.

      2. Legal, however for commercial terms, legal discuss with Procurement for the language and business understanding. 

      3. CPO

    • #295424

      1.  Yes, the supplier COC is included in the MSA

       

      2.  LEGAL approves all MSA templates and owns them. 

       

      3.Procurement signed the agreements based on the Financial payment authorization levels. 

       

      4.  A combination of leaders across the organization are responsible for reviewing their content and approving each section.  Compliance, legal, HR, technology and human resources.  

       

    • #295425

      1. Part of the MSA as an Exhibit

      2. The terms and conditions portion of the template was jointly developed by Legal and Procurement. Depending on the amount/spend, the appropriate business stakeholder signs the MSA. We have a signing authority matrix based on spend. 

      3. Business owner

      4. The MSA was developed in collaboration with Legal, Compliance, and Strategic Sourcing.

    • #295426

      1. Yes

      2. Legal with input from Procurement

      3. A business owner VP or up

      4. N/A

       

    • #295427

      1. It is part of the master agreement.

      2. Terms is Procurement legal developed the document

      3. We send it out to our vendors for them to approve and sign. For Codes of conduct for other purchasing vendor/ companies that are part the agreement, Procurement signs. 

      4. Yes, they do in addition to DE&I and CSR because those terms are also included.

    • #295428

      1. Yes – referenced website link

      2. Procurement

      3. Procurement

      4. Legal and Compliance add input as well

    • #295429

      1. The supplier code of conduct is in a supplier handbook.

      2. The legal department is responsible for managing and updating the template.

      3. The final MSA is signed by the business owner

      4. legal is responsible and takes input from other stakeholders

    • #295430

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover? We don’t have one. 

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Chief Supply Chain Officer 

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? CPO and SC director. CFO just views it 

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions? One CFO and then executive vp’s of product development for more complicated brands.  

       

    • #295431

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?  For us it’s a separate, more of a unilateral agreement as part of the onboarding process.  The supplier signs it to say they are & will be compliant, & acknowledge the code of conduct.

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  For us we use Legal’s standard master agreements.  My team is unique in which we are able to, & are capable of, negotiating the master.  Typically, I’ve seen it handled by legal.

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? For us it can be any VP or above, &/or the VP’s delegate.

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions? For us Legal is responsible for creating the master template, but requests feedback from Finance.  For some reason our central procurement team does not have much involvement in any business team’s contracts. 

       

    • #295432

      1.A supplier code of conduct should always be included in an MSA, as it is an element of supplier performance reviews, post contract

      2.As to question 2 – it depends. Ultimately, the stakeholder needs to live with the agreement and the supplier they chose. Hence, stakeholders approved the performance component; legal approves the legal components, and procurement approves the commercial components. So 3 signatures required.

      3.Ultimately, since the business owner is responsible for the ultimate delivery and relationship with the supplier, the business owner signs the contract. If the contract is over a certain pre-determined value, then it may have to go to signature holders, authorized to engage the company in a supplier relationship – that should be determined as per corporate governance guidelines.

      4.Legal, the business, procurement, maybe IT (dependent on the contract) at a minimum contribute elements of contract language or SLA/KPI components to be included in the contract. Typically, it is procurement that pulls it all together.

       

    • #295433

      1) yes, we include a supplier code of conduct in our MSAs.

      2) Legal takes the primary role in approving the MSA language. Procurement takes the secondary role. 

      3) The Category Manager signs MSAs. 

      4) In the event of changes to the MSA such as cybersecurity, etc, Other stakeholders are engaged as appropriate to review and approve. 

       

    • #295434

      1. Yes, it is attached as annexure to the MSA.

      2. We mostly utilized pre-approved templates defined by legal for MSA. MSA negotiations are primarily led by Procurement and Legal with supplier and majority of the terms are agreed between these three parties. Business is consulted for certain specific points like Limitation of Liability, extent of confidentiality to be agreed, data retention and any other clauses that may directly relate to the services to be performed by vendor. Apart from this, Insurance and Information Security teams are also consulted to review and approve insurance sum/types and data handling information, respectively.

      3. authorized contract signatories for entities entering into agreement on our side. The signatories are identified by the Office of Corporate Secretary.

      4. yes, each concerned party is consulted and needs to approve parts of contract related to their area of expertise. There is a certain risk mechanism/policy which decides whether procurement can approve a template by itself or would require a formal approval from other parties as well. 

    • #295435

      1. The Code of Conduct is handled under a separate cover. Since we also send it to other suppliers with  whom we don’t have an MSA 

      2. Legal, in collaboration with Procurement.

      3. COO and CFO (never the CPO)

    • #295436

      1. MSA announces the Code of Conduct and business ethics between provider and supplier within 25 days in case the supplier willing to submit those code of conduct attestations having Purchase order can make those changes once attested need to amend the TaskOrder or SOW.

       

      2. Procurement team works on the contract and execute legal approval through Business unit – CEO, EVP, COO, HEAD Legal or Chief Market Officer 

       

      3. The Final Master Service agreement will be signed by CPO, CEO, EVP, COO, Head Legal or Chief Market Officer.

       

      4. Yes, (Legal, Compliance, Data Privacy) provides inputs into certain terms and conditions.

       Ex: it’s depends between services we provide or by supplier depends on items procured and shipped with High level , Medium, and low level risk.

       

    • #295437

      1. Included with agreement. 

      2. Legal

      3. CEO

      4. Legal owns the template. Procurement has responsibility for all commercial terms. 

    • #295438

      1. Our Supplier Handbook is sent out to new suppliers after their onboarding into our ERPs is completed (which happens after contracting is completed). 

      2. Our Legal department develops and maintains all contract templates.

      3. If the MSA relates to only one Business area / function, the Business Owner / Leader signs the final (signor level is determined per our Delegation of Authority Policy based on the anticipated annual spend). However, if the MSA spans multiple BUs, Procurement Leadership

    • #295439

      1. Yes, we include our Supply Chain Code of Conduct in our MSA and our PO Terms and Conditions. If we use the supplier’s agreement, then it is required that we include Clarivate’s Supply Chain Code of Conduct in that agreement.  The Supply Chain Code of Conduct is our policy and it cannot be modified by the supplier.  It is basically a click through to our Supplier Support Page on our website.  

      2. The Business Stakeholder will only approve business-type clauses in the MSA.  Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Response:  Procurement and Legal both approve the terms and conditions in the MSA template.  

      3. We have authorized signatories by entity who sign the MSA.  All MSAs that require signatures must go through Sourcing/Procurement

      4. Procurement and Legal together own the responsibility of the MSA template; however, we collaborate with Compliance, Privacy, Corp. Info Security, etc.  

    • #295440

      1. I would recommend that it is included because both parties will likely have similar codes of conduct, so this can be something to get over the line at this over arching level, there maybe country specific clauses added to sub-ordinate agreements

      2. We do have MSAs but when I worked for Tullow Oil, they who used it extensively, it would be the Senior Contracts Managers within the respective categories together with the subject matter experts as well as legal, although in that instance some of the Senior Contracts Managers had legal backgrounds.

      3. A combination of senior signatories, CPO and Business Owner.

      4. Yes, they would and these things tend to bounce back and forth between the various companies procurement and legal teams many times until it is finally settled.

    • #295441

      1 – It is separate so we can resend easily if there are any changes.

      2 – Legal but suppliers do have the ability to redline and negotiate select terms.

      3 – We have an extensive DOA based on the type of agreement, but it is always VP and above.

      4 – N/A, our templates are from Legal but we are able to talk through and add specific needs based on the services rendered.

    • #295442

      1. Our MSA does not include our Supplier Code of Conduct.  It is a separate document and managed by our vendor risk team.

      2. 

      Our legal team approves the ‘Agreement’ templates”, and the business stakeholders are involved in reviewing the draft with their respective content.

      Procurement/Sourcing is responsible for approval of business T’s & C’s, with business input, and legal is responsible for the legal T’s & C’s.

       

      3. There are various business stakeholders that sign the final MSAs, depending on the business entity they are part of, and their approved signatory dollar authority.  It is usually a VP, SVP, CIO, CTO, for example.  Is it the CPO? N/A Legal? N/A Business Owner?  See previous Someone else? See previous

      4. See 2 above

    • #295444

      1 – Does your MSA include your Supplier Code of Conduct or is that handled under separate cover?  Our MSA template does include Supplier Code of Conduct along with link to official page

      2 – Which stakeholder approves the Master Services Agreement template in your organization? Is Procurement or Legal responsible for approval of the terms and conditions in the template?  Internal Legal team approved the MSA template

      3 – Which stakeholder signs the final Master Services Agreement? Is it the CPO? Legal? Business Owner? Someone else? Procurement Head signs the final Master Agreement

      4 – If Procurement is responsible for the template, do other stakeholders (i.e. Legal, Compliance, Privacy, etc.) provide input into certain terms and provisions?  Yes, they do provide inout into certain terms and provisions.

    • #295445

      1. The Supplier Code of Conduct is embedded in our MSA.

      2. Legal is responsible for providing the MSA template for the organization with input provided by other stakeholders into certain clauses (e.g. Privacy, ABAC/Anti-Bribery and Anti-Corruption, Insurance, Business Continuity). During supplier negotiations, Legal is responsible for approving legal terms and conditions while Procurement and the Business are responsible for the commercial terms. Additionally, other stakeholders who have ownership of certain clauses (e.g. Privacy, ABAC/Anti-Bribery and Anti-Corruption, Insurance, etc.) provide approval for any redlines to the clauses that they own. 

      3. For a majority of our firm’s legal entities that is contracting with the supplier, the CPO signs the final MSA for full execution. There are other legal entities in our firm where Legal has to provide guidance on who from that legal entity has the authority to sign the final agreement. 

      4. Legal is responsible for the template and, yes, other stakeholders provide input into certain terms and provisions.

    • #295446

      1. Standard Terms and conditions include SCOC by reference. It is house on our B2B website

      2. Yes, both Procurement and Legal collaborate to produce standard terms and conditions.

      3. Based on authority levels, Legal approves with signature but is not the binding signature. 

      4. Yes, a large cross functional team is utilized based on areas of expertise. 

    • #295447

      1. It is included in the MSA

      2. Many stakeholders may need to approve modifications/redlines, but if accepted as is, then Procurement can approve. 

      3. Business owner or procurement 

      4. Yes all of these stakeholders may be required to provide approval if there are redlines

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