Project partnership agreement checklist

When finalising a partnership, it's important to dot your i's and cross your t's.

Agreements relating to every project partnership arrangement should deal with:

  • a description of the project (including information on the scope of the project), deliverables, the term and the effective date of the agreement
  • payment provisions, including the time, amount and currency
  • identification of the management team, including:
    • identification of key individuals and covenants relating to their participation
    • identification of the contract manager
    • provisions for the replacement of key individuals or contract managers
  • administrative relationships of the parties, including:
    • identification of the parties' contract manager
    • clarification as to whether either partner may inspect, attend on site, monitor, measure results or otherwise administer the terms and conditions of the agreement
    • a review process, pursuant to which the parties assess performance
    • schedules of meetings and who should attend, in relation to contract administration
  • transfer, lease, licence or use of premises or facilities, including responsibilities for insurance, liability, security, operation and maintenance
  • allocation of revenue
  • agreement on deliverables
  • provisions for contract revision arising from material change in unforeseen circumstances (e.g. changes in technology, equivalent materials, applicable laws, or acts of God)
  • provisions for contract revision arising from unsustainable material change in foreseeable circumstances (e.g. cost blowouts, time overruns, outcome shortfalls) with trigger mechanisms
  • lending, borrowing and financing arrangements, if any, including payments, rates, security and notice
  • indemnity, release and insurance provisions
  • due diligence of the parties
  • applicable manuals, including their preparation, approvals and amendment
  • risk management strategy, including risk allocation, guarantees and warranties
  • dealing with statutory and regulatory requirements
  • process, including approvals, related to engaging subcontractors or other private partners
  • termination provisions, including:
    • business failure
    • insolvency or bankruptcy
    • breach of contract
    • major change, including provision for re-entry, buy-back, transfer to another partner or shutting down the project
  • labour relations provisions, including:
    • wage and benefit guarantees
    • dealing with the cost of staff reduction
    • treatment of employees on contract termination
    • relocation of identified employees to either partner
    • workers' compensation provisions
    • local preference for hiring, if any
  • user fees regulation
  • general matters, including:
    • conflict or dispute resolution mechanisms, such as commercial arbitration, alternate dispute resolution or other remedies or recourses
    • confidentiality and privacy, subject to the Freedom of Information Act
    • force majeure (exemption of parties from fulfillment of obligations as a result of incidents beyond their control, such as earthquakes, floods, war, etc.)
    • notices where information is to be sent and conditions governing transfer of information between or among the parties
    • termination provisions that identify which clauses survive termination
    • clarification that the contract is governed by the laws of the relevant state
    • establishment of a contract amendment process
    • clarification that the set of agreements constitutes the entire agreement between the parties and supersedes any prior communications
    • identification of how rights may or may not be waived or acquiesced to during the term
    • publicity
    • ownership of intellectual property, facilities or new technologies developed

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