A-Level Coursework on "Contracts and Procurement"

Quoted Instructions for "Contracts and Procurement" Assignment:

Please review below. It contains two seperate questions and I would like two pages of work for each question.

1. Non-disclosure and Non-competition Agreements

Introduction

With today*****s increased emphasis on outsourcing professional services and entering into partnering agreements with other organizations, companies find themselves in situations where they may be providing outsiders with proprietary information that they do not want leaked out, or that they are offering their partners new skills that may turn them into a potential competitor. Consequently, it has become common practice to have new hires, contractors, and partners sign non-disclosure and non-competition agreements.

Generally, these agreements do not need to be very long. While it may be tempting for a company to create highly restrictive agreements, this might become troublesome if a legal dispute arises, because courts and juries are reluctant to support agreements that are so restrictive that they deny people the right to make a living. On the other hand, if they are too vague and open-ended, they won*****t offer the company the protection it seeks. Creating a good agreement entails engaging in a balancing act: the agreement should be sufficiently detailed and restrictive to discourage employees, contractors, and partners from disclosing proprietary information or competing against the company, but loose enough not to be viewed as punitive by the courts.

Assignment

You are about the hire an editor to help with the production of a script for a documentary on the lives of illegal immigrants in Texas. Because the contracted editor will have access to proprietary information, you want him/her to sign a non-disclosure agreement. Also, you do not want the editor to take the skills he/she developed on the contract and begin competing against your company, so you want him/her to sign a non-competition agreement.

Create short non-disclosure and non-competition agreements that the contractor can be asked to sign.

2. XYZ Company*****s Customer Relations Management (CRM) Project

Six months ago, the Executive Committee of XYZ Company made a decision to install a Customer Relations Management (CRM) system to streamline its operations. Specifically, XYZ expected that the CRM project would enable it to integrate its order fulfilling and sales and marketing processes that had always operated as separate functional units. As a result, communication between these units has regrettably been minimal. For example, the order-fulfilling unit did not have any information about the customers whose orders they fulfilled. Similarly, the sales and marketing unit could not answer customer inquiries about the status of their orders because they did not have the information from the order fulfilling people. The Executive Committee assigned responsibility for the project to the IT department, which in turn appointed Steve McMahon as the focal person for the project. The Executive Committee also decided that the project should be outsourced to an outside contractor with a good track record in

implementing CRM solutions.

Steve developed the initial requirements for the project. He then called a focus group meeting to review the requirements statement he had developed. The group consisted of middle managers from marketing and sales, IT, operations, finance and engineering. The meeting improved upon Steve*****s requirements statement and developed the business requirements for the project from it. The focus group later became the project*****s steering committee. A Statement of Work (SOW) and then a Request for Proposal (RFP) were developed based upon the business requirements. At the end of the solicitation process, Computer Software Solution, Inc. won the contract, and started implementation of the project as defined by the SOW.

Two months later, Steve was sitting in his office reviewing the latest status reports on the project the contractor had submitted. He was satisfied with the project*****s performance so far. At that moment, Roger Smith, the Vice President (V.P) for marketing and sales phoned Steve and asked for a briefing on the project. At the end of the briefing, the V.P told Steve that he was distressed about the suitability of the final product. He protested that there was by far too much emphasis on order fulfillment instead of customer profiling. He bluntly told Steve *****the product, as you have described it, would not be an effective market research tool as I expected it to be*****.

He then hung up. Moments later, he was on the phone again, but this time with Francis Gray, the contractor*****s project manager. Roger told Francis that what he expected to see at the end of the project was a product that would enable his unit to undertake effective market research. He therefore specifically gave Francis the go ahead to make changes in the product*****s features to include customer profiling that would enable him to achieve his goals. Francis politely told Roger that the prototype of the product was 40% completed and that his request would require a major redesign of the product. This would extend the project by another two months and would result in budgetary overruns. Francis also told Roger that before he (that is, Francis) could make any design changes, he needed to consult with Steve and other members of the project*****s steering committee. This was more than Roger could take and he quickly shot back: *****I am the customer. I demand that the product include the customer profiling features, period*****.

When Steve learned of Roger*****s demands on the contractor, he grew confused. He didn*****t know what to do.

Questions:

1. Marketing Vice President Roger Smith angrily states: *****I am the customer*****. As such, he expected the contractor to follow his request. What are the merits of Mr. Smith*****s assertion? To what extent is the contractor obliged to do what the customer orders?

2. How should Francis handle the unexpected request from Roger Smith?

3. How can effective change control procedures help Steve and Francis deal appropriately with this situation?

4. If Francis accedes to the request of Roger Smith, what would be the possible consequences?