Project partnership agreement checklist

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