安達信咨詢方法與工具資料庫CONTRACT

1、Arthur An derse n Con tract Services Approach to Service Level Agreeme nts In troduct ion Con tractual agreeme nts defi ne in legal terms our relati on ship with a Con tract Services client. These agreements define the services to be provided, pricing, client obligations, limits of liability and oth

2、er con tract terms. These agreeme nts may in clude: * A Letter of Intent * An In terim Agreeme nt * Model Services Agreeme nt * Arra ngeme nt/En gageme nt Letter * Con fide ntiality Agreeme nt * Change Order Request * Team ing Agreeme nt Letter of Intent Letter of Intent is used whe n Arthur An ders

3、e n and the clie nt have agreed to a Con tract Services en gageme nt. It dem on strates the commitme nt to proceed, and usually is accompanied by an initial deposit or fee. It is not, however, a binding contractual agreeme nt. The Letter of Intent gen erally in cludes the followi ng poi nts: * Speci

4、fies major poi nts of agreeme nt (e.g., price, term and services). * Specifies in gen eral terms, the activities to be completed before sig ning Con tract Services con tract. * Specifies the date by which an agreeme nt will be reached. * Defines the conditions under which a portion of the fee or non

5、refundable deposit may be retur ned. * Prohibits the client from soliciting other proposals. * Provides for con fide ntiality. (Mutual Non disclosure Agreeme nt) A written letter of intent reduces the opportunities for misunderstandings on key points and con firms the clie nts desire to proceed. It

6、may be desirable to request a nonrefun dable deposit. Obta ining a nonrefun dable deposit or to provide that the deposit will be applied to the fee if the con tract is executed rein forces that commitme nt and provides some reimbursement for preparatory costs. It is our policy to obtain a letter of

7、intent and nonrefun dable deposit in all situati ons. Excepti ons to this policy may be made by the OMP or division head after consultation with the Firmwide Contract Services Service Line Director. It must be noted that although the letter of intent is required to proceed, it is not sufficient to b

8、egin transitioning Client staff to Andersens payroll. Interim Agreement Due to a pressing need, the client may want services to be provided prior to the completion of our due diligence, preparatory activities, and signing a final agreement. We may do so as long as such services are covered by an int

9、erim agreement. The Interim Agreement is similar to the letter of intent with the following additions: * A description of the sources to be provided. * A statement of fees for such services. * The term of the interim agreement. * The Limitation of Liability and Hold Harmless clauses. * Termination f

10、or convenience without liability if definitive agreement not executed within a stated timeframe. No services may be provided without a interim agreement that specifies an expiration date. No client employee may be transitioned to Arthur Andersen payroll under an interim agreement. Model Services Agr

11、eement The Contract Services Agreement is extensive when compared to a typical Engagement Letter; however, it is necessary protection for both the client and Arthur Andersen due to the complicated nature of the relationship. The Contract Services Agreement defines the services delivered, payment ter

12、ms, operating mechanisms, legal and technical provisions on limits of liability and termination, and other important provisions. Major Contract Provisions Major components of the Model Contract Services Agreement are: * Specifies major points (price, term, services) * Specifies activities to be comp

13、leted prior to signing contract * Date for agreement * Conditions for refund * Confidentiality * Prohibits solicitation * Fees for services * Limitation of liability * Indemnification * Termination * Ownership * Change orders * Acceptance * Statement of Work Attachments to the contract typically inc

14、lude descriptions of additional matters such as: * Other service line involvement and project definitions * Client software and hardware used or provided Key Items Key items unique to the Client situation may require more explanation in the individual contracts. These items include: * Personnel - Pl

15、an of action for employee transitions - Hiring/Termination procedures - Benefit issues - Personnel replacement policy * Contract Management - Defining the Joint Overview Committee (JOC). - Identification of Arthur Andersen and client Account Executives * Payments to Arthur Andersen - Definitions of

16、contract charge and cost of living increase - Late charges and out-of-pocket expenses Arrangement/Engagement Letter Definition/usage needs to be written Major Contract Provisions Major components of the arrangement/engagement letter are: * Statement of work * Fees for services Confidentiality (Nondi

17、sclosure) Agreement A confidentiality agreement obligates one or both parties to protect the confidentiality of the others information and materials. Major Contract Provisions Major components of the confidentiality agreement are: * Date for the agreement * Confidentiality language Change Order Requ

18、est Our contracts statement of work defines the scope of services we are providing. Instances arise where the client requests us to perform duties outside the scope of our work plan. Prior to commencing this work there should be agreement between the client and ourselves as to the tasks to be perfor

19、med and the associated reimbursement. To facilitate this we use a Change Order Request form (see format in Exhibit to Model Services Agreement). Not all change orders will require a cost adjustment to our project. Making the decision to perform a task which is outside the scope of the contract at a

20、cost requires careful considerations and judgment. The following are types of requests that contract services might perform without a change order. * Minor requests that do not require much time to perform * Requests that the account executive believes will lead to substantial additional chargeable

21、work (investment decision) * Projects that are performed to improve the client relationship * Work that is necessary to manage Arthur Andersens business risk. Major Contract Provisions Major components of the change order request are: * Description of the change order * Statement of work Teaming Agreement Agreement between Arthur Andersen and a subcontractor for the purpose of proposing to the client. Principal objectives of an agreement are: committing subcontractors to term (often exclusively), describing proposal preparation responsibilities, describing portion of work to be performed by