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   Part D. Developing a Strategic Plan, Organizational Struc... >
      Chapter 9. Developing an Organizational Structure for the In... >
         Section 9. Understanding and Writing Contracts and Memoranda... >
             Tools & Checklists - A checklist that summarizes the major points contained in the section. >

Understanding and Writing Contracts and Memoranda of Agreement

  

Tools & Checklists

 Contributed by Phil Rabinowitz Edited by Val Renault

Checklist
Tools

Checklist

Here you will find a checklist summarizing the important points of the section, along with a link to a tool for contracts.


What are contracts and memoranda of agreement?

__ You know that a contract or subcontract is a legal document that sets out the terms of an exchange of value.

__ You know that a memorandum of agreement is not a legal document, and that it describes a previously agreed upon arrangement for cooperation, collaboration, mutual support, or the like among individuals or organizations.


When might you use each document?

__ You use a contract or subcontract whenever money is involved, or where there 's some other exchange of one commodity for another.

__ You use a memorandum of agreement to clarify the relationships between or among two or more cooperating or collaborating individuals or organizations.


How do you read and understand a contract?

__ You read every word of the document carefully.

__ You don't allow yourself to be intimidated by legal language.

__ You familiarize yourself with standard phrases and clauses that you might see in a number of contracts.

__ You get an explanation - from the writer of the contract and/or from an attorney or other person whose advice you trust - if there's something you don't understand or have questions about.

__ You make sure that the terms of the contract are acceptable by asking yourself:

  • Whether everything in it is feasible.
  • Whether all the conditions are possible for your organization.
  • Whether anything in the contract is dangerous to the functioning or the life of your organization.
  • Whether the resources specified in the contract - funding or otherwise - are adequate for you to be able to do the work.
  • Whether there are protections written in for you, as well as for the funder, in the case of disagreement, or charges of violating the contract.
  • Whether the restrictions and regulations, if there are any, are reasonable and not disruptive to the overall operation of your organization.
  • Whether anything in the contract is different from what you've been told previously.

__ You negotiate about the points that you want to change before you sign the contract.


How do you read and understand a memorandum of agreement?

__ You read every word carefully.

__ You get help in understanding anything that isn't clear.

__ You make sure the terms of a memorandum of agreement are acceptable by asking yourself:

  • Whether all the points are reasonable.
  • Whether it reflects what you expected and what you've already agreed to.
  • Whether the document addresses the situation or issue involved in a way you support.
  • Whether any parties to the agreement - including you - are promising anything they can't deliver.
  • Whether everything in the agreement is feasible - doable with the resources available, for instance, and within the necessary time frame.
  • Whether you are being asked to agree to something that's damaging to your organization or against its principles.

__ You negotiate about any points you want to change before you sign the agreement.

__ You treat the memorandum of agreement as a promise that needs to be honored just as if it were a contract.


How do you draft a contract?

__ You make both the language and the content of the contract as clear and specific as possible.

__ You explain who the parties to the contract are, and the time period that the contract covers.

__ You explain, as specifically as possible, what the scope of services, products, or other exchange is on both sides; who is to be involved; how it is to be accomplished; when it is to be done (the time frame for the contract); and where it will take place, if that is relevant.

__ If there's money involved, you explain the details of payment.

__ You explain any other obligations of each party.

__ You explain how the contractor's performance will be evaluated.

__ You explain the consequences if either party fails to deliver on what it has agreed to.

__ You explain the conditions under which the contract can be ended by either side.

__ You explain the conditions under which the contract can be changed.

__ When you've finished, you show the contract to others - particularly those who were involved in initial discussions with the contractor - to see if it says what you intend it to, and if it covers clearly all the specifics that you want to address.

__ You give the contract to the contractor, and are prepared to negotiate some parts of it.


How do you draft a memorandum of agreement?

__ You work out the agreement beforehand with the other signees, so there are no surprises.

__ You make both the language and the content of the agreement as clear and specific as possible.

__ You draft a memorandum of agreement in the same way, and with the same care, that you would draft a contract.


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Tools


Tool #1

The web site Legaldocs.com provides a number of free documents - including a general contract - and allows you to preview all other documents free of charge. Categories of interest include partnerships, business docs, and employment.

Click on "Free documents."
http://www.legaldocs.com

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