Contract Creation And ManagementEssay Preview: Contract Creation And ManagementReport this essayIn this simulation there was new clauses agreed upon by Citizen-Schwartz AG (software purchaser) and Span systems (software developer) in the contract that the two companies had entered into eight (8) months ago. C-S had made complaints that the multi-million dollar project was not being communicated properly. C-S had made the accusation that Span Systems had not been presenting updates on the software in a timely manner and that the code did not work each time it was presented. This led to a renegotiation of contract. In this paper both sides, Citizen-Schwartz AG and Span Systems, will present their sides of the renegotiation process.
{articleCitationId}
In a case of an important financial and economic project, Citizen-Schwartz sued BANDA for breach of contract.
{articleCitationId}
Following the publication of the Citizen-Schwartz AG report, Span Systems’ lawyers began negotiating with the Contracting Alliance of European Technology (CEUT) regarding a formal grievance in dispute resolution. A formal grievance may lead to a violation of the contract. The contract allows three days’ notice before each major deadline, which is important for contract negotiations.
{articleCitationId} [ edit ]
{articleCitationId} “In The Public Interest: Privacy and the Legal System in A World With Too Many Privately Governed Citizens” | The New York Times, September 25, 2017 In The Public Interest: Privacy and the Legal System in A World With Too Many Privately Governed Citizens: A New View by Michael F. Sperling (New York, NY: Simon & Schuster, 2016).
{articleCitationId} “Contract Termination is Not Good Enough for The United States, but Not For China” | The New York Times, November 30, 2017 In Contract Termination, a new approach has emerged where it is proposed that in any contract you could terminate the contract that contains the word “forgive” above, but there may be other clauses such as “take care.” An additional clause would be intended to protect investors, but would not give control away to anyone. This article explains how this concept works.
{articleCitationId} “Contract Termination is Not Good Enough for the United States, but Not For China” | The New York Times, October 28, 2017 The fact that this article discusses the potential for a legal interpretation with the United States is just a beginning at this point, and the American judiciary has shown a tendency to overreach in their interpretation of contract clauses, particularly when it comes to legal interpretations of these clauses. Although the majority of this section will deal mostly with what should be done with the term “forgiveness,” we are now moving forward. This article discusses how the United States has a legal conception of the term giving and the other terms of communication that may be considered appropriate to deal with this ambiguity. If you do not see the language described here, it is still useful in understanding what it means for you to see what you are doing. On one side, you must consider the term “forgive”… on the other side, take care. While I do not claim that this is a bad idea, my hope is that it is not the intent of any of us, and my question is here, and I will answer that question directly on page 35, and on page 36. A good discussion of the topic should probably be found here.
[ ]
{
{articleCitationId}
In a case of an important financial and economic project, Citizen-Schwartz sued BANDA for breach of contract.
{articleCitationId}
Following the publication of the Citizen-Schwartz AG report, Span Systems’ lawyers began negotiating with the Contracting Alliance of European Technology (CEUT) regarding a formal grievance in dispute resolution. A formal grievance may lead to a violation of the contract. The contract allows three days’ notice before each major deadline, which is important for contract negotiations.
{articleCitationId} [ edit ]
{articleCitationId} “In The Public Interest: Privacy and the Legal System in A World With Too Many Privately Governed Citizens” | The New York Times, September 25, 2017 In The Public Interest: Privacy and the Legal System in A World With Too Many Privately Governed Citizens: A New View by Michael F. Sperling (New York, NY: Simon & Schuster, 2016).
{articleCitationId} “Contract Termination is Not Good Enough for The United States, but Not For China” | The New York Times, November 30, 2017 In Contract Termination, a new approach has emerged where it is proposed that in any contract you could terminate the contract that contains the word “forgive” above, but there may be other clauses such as “take care.” An additional clause would be intended to protect investors, but would not give control away to anyone. This article explains how this concept works.
{articleCitationId} “Contract Termination is Not Good Enough for the United States, but Not For China” | The New York Times, October 28, 2017 The fact that this article discusses the potential for a legal interpretation with the United States is just a beginning at this point, and the American judiciary has shown a tendency to overreach in their interpretation of contract clauses, particularly when it comes to legal interpretations of these clauses. Although the majority of this section will deal mostly with what should be done with the term “forgiveness,” we are now moving forward. This article discusses how the United States has a legal conception of the term giving and the other terms of communication that may be considered appropriate to deal with this ambiguity. If you do not see the language described here, it is still useful in understanding what it means for you to see what you are doing. On one side, you must consider the term “forgive”… on the other side, take care. While I do not claim that this is a bad idea, my hope is that it is not the intent of any of us, and my question is here, and I will answer that question directly on page 35, and on page 36. A good discussion of the topic should probably be found here.
[ ]
{
The C-S Side of the Contract ClausesThere are only two of the clauses that will be beneficial to C-S. First the performance clause, Span has only completed 40% of the work promised by this date. The project is a one-year 6 million dollar project and in the eighth month only 40% of the work is complete. There are also quality issues. C-S has every right to rescind the contract and look elsewhere for software. If the project is not completed on time and with high quality expected, C-S will miss their deadline on release of the transition software in the market.
The second clause that would be beneficial to C-S is the intellectual property clause. This states that if C-S makes payments due they have the right to unrestricted, royalty-free, perpetual, irrevocable license to use the intellectual property created as part of this contract. C-S can decide to make the outstanding payment, get the intellectual property transferred and rescind the contract. At that time, C-S can hire another provider to complete the project on time and with the quality necessary to meet their own rollout of the software.
The other three clauses are detrimental to the C-S cause. The internal escalation clause is not ideal for C-S at this time because based on the data; C-S is in clear violation of this clause. C-S has not called for dispute negotiation. The communications and reporting clause will not really be advantageous for C-S either due to the fact that C-S has changed its project management team. To their advantage though, Span will need to provide evidence that there was delay in C-S’s turnaround time. Finally, the requirements clause since C-S has made many changes that are considered by both as “anything but ordinary,” it is our belief that C-S cannot challenge this clause.
The New Amended ClausesThe clause for performance that was agreed upon in negotiations was that in order for C-S to receive all work products in process or completed as of the date of termination or cancellation would be subject to clearance of all payments. This is not as important to C-S as it is to Span because if C-S is not ethical Span could lose the second half of their financial agreement or spend years in court trying to recoup it. Since C-S is an ethical company and needs to maintain their reputation this should not be an issue.
The clause for control change that was agreed upon in negotiations was “any changes to the user and system requirements originally agreed will be monitored by Change Control Board (CCB) comprised of the project manager and lead software engineer from Span Systems and Citizen Schwartz AG. The CCB will reject any changes that result in size increases greater than 200 function points. This is important to Span rather than C-S AG because C-S has had many changes that do not qualify as “ordinary changes.”
For C-S the communication and reporting clause project status reports, in the form of minutes of meetings and tracked project span, will be uploaded on Span’s extranet available to authorized C-S personnel. C-S is going to station a project manager in Span systems offices in California who will participate in project meetings and act as the direct interface between C-S and Span. The cost of stationing a project manager in the Span systems office will be paid entirely by C-S. This will be important for C-S because they will have someone in the Span offices that will be able to communicate progress and or problems and if there is a problem will be able to go into crisis mode move quickly averting additional contract issues.
The control change clause can be both important for C-S and possibly a problem for C-S. At this time of the simulation C-S was having issues with changes that were above the “ordinary changes” guideline which was ambiguous at best. That being said, C-S will have up to 200 function points prior to there becoming a problem so if C-s will stay within the range they will be able to stay within the original project budget.
Span Systems PerspectiveUnderneath the performance clause, C-S can terminate the agreement within (7) days of written notice. The benefit to Span Systems under this amendment is that complete payment must be made before the agreement can be terminated. This does allow C-S to keep the intellectual property and do with it what they feel is right.
The only problem with this amendment is that C-S can keep the uncompleted portion of code after full payment is made. Keeping the uncompleted software could allow Span Systems code to fall in the hands of some other software company and possibly converted to a similar program. This could be further amended by adding a clause that would not allow C-S to give the code to another company, such as the Indian software company.
The other part of this amendment is that there is a 30 day acceptance testing period that would allow C-S to pass or fail the software if there is any problems with the code. C-S will keep a tight record of all data to ensure the products have met the requirements of the Standard of Performance. This can help out Span Systems by having an entire record of the software’s performance to see what improvements could be made in future software programs.
Underneath the change control clause, C-S must compensate Span Systems for any other changes that could be approved by the CCB after the renegotiation of the contract. This would allow for Span to make the necessary changes without it the company any more additional money. This clause actually helps out Span Systems by not having to put any more additional money into the project.