Framework agreement teams

Checking everything under the master against the master.

The master was negotiated once. Then a statement of work every month, forever, each one short, each one urgent, and each one able to quietly override the master. Leela checks every SOW, order form, change order and local addendum against the agreement it lives under, flags the deviation with both texts quoted, and keeps the positions in one playbook, so the vendor's cover note calling a change housekeeping is read against the clause, not taken on trust.

Leela Received. I am checking the change order against the executed master. 3:12 PM

Checked against the master: the indemnity no longer works as drafted

Dear Leah

Not housekeeping. Two of the changes alter the indemnity.

The change order at paragraph 4 caps the contractor's indemnity at $1,000,000 per occurrence; MSA clause 15.2 provides a mutual indemnity with no cap, and clause 15.5 states that the indemnities are not subject to the limitation of liability. Paragraph 5 deletes the sentence from the insurance schedule requiring each party to carry insurance at the same limits, which is the sentence that makes the mutual indemnity enforceable under clause 15.4. With both changes your indemnity stays uncapped while theirs is capped at $1,000,000.

I have struck the cap and restored the equal-insurance sentence as tracked changes, with MSA 15.2, 15.4 and 15.5 quoted in the margin. The other four changes in the order are routine, a revised rate card and three date changes, and are listed in the memo as fine to accept, so your reply to the vendor can be short.

Leela

W Change order 7 - conformance memo.docx38 KBW Change order 7 - redline.docx56 KB

Every order against the master

SOWs, order forms, change orders and local addenda, each read against the agreement it lives under. A precedence clause, a shorter window or a capped indemnity is found and both texts quoted.

The positions in one playbook

The master's positions and the concessions made for each counterparty, kept in one place, so the fourth order is negotiated from the same positions as the first.

Renewals and the calendar

Renewal windows, notice periods and price caps extracted with the clause and recorded on the matter, across every order under the master.

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