I. Overview of Contract Behavior and Management Process
The contract management process of the company's internal contract behavior mainly includes the submission, review, confirmation, signing, execution and filing of the draft contract text.
Generally speaking, the contract management process is initiated by the business manager, who is responsible for proposing or drafting the draft contract to explain the relevant situation of the contract behavior; Then the company's business manager, the company's legal adviser or legal supervisor will review the contract text and issue opinions respectively; The legal representative of the company or other person-in-charge authorized by it shall synthesize the above opinions and confirm the final text of the contract.
The contract text confirmed by the person in charge shall be submitted to the other party by the business manager or signed by the company leader according to the specific situation; After the contract text is submitted to the other party, if it is modified by the other party, it should generally be regarded as a new contract and needs to be re-examined according to the above process.
The final unsigned contract text is retained by the company leader or returned to the business manager.
The signed contract shall be managed by the contract management personnel of the company in a unified way; The business handling department and manager shall execute and complete the company's business in strict accordance with the valid contract.
Second, the proposal of the contract.
Contract submission is the starting link in the whole contract management process. The business manager is the initiator and undertaker. According to the business needs of the company and the instructions of the competent leader, the business manager initiates the contract behavior, puts forward the contract text and submits it to the department head for review. It should be pointed out that the presentation of the contract text not only refers to the behavior of the business manager responsible for drafting the contract text, but also includes the behavior of the other party to the contract to present the contract text.
Before submitting the contract, the business manager should conduct sufficient market research according to the relevant business norms and practices of the company, and if necessary, go through the company's decision-making procedures such as inquiry or bidding.
For the contract text proposed by the other party or drafted by himself, the business manager should focus on whether the main terms and structure, contract object, price and payment, liability for breach of contract, etc. of both parties are complete, whether the rights and obligations of both parties are equal, and whether the words are accurate and consistent.
In order to improve the efficiency of the whole contract behavior and management process, the business manager should also explain the main situation of the other party, the purpose of the contract, the core content and the possible risks when submitting the draft contract to the department head for review.
Third, the contract review
For the text of the contract, the business director, legal director or legal adviser in charge of the audit shall comprehensively review the feasibility and rationality, legality, possible risks, establishment and effectiveness, consequences of breach of contract, text content, etc. of the transaction, and sign a clear written opinion.
The person in charge of the business handling department and the competent manager of the company shall review the contract and consult other relevant departments of the company, including the finance department, if necessary. The person in charge of the business handling department shall also verify the relevant market information according to the terms of the contract. The signing of major contracts requires the prior approval of the legal director or legal adviser.
The last link of the audit is the confirmation of the person in charge of the company. Only the contract text verified according to the process can be submitted to the other party or signed.
Four. Signing of contract
This contract can only be established after the legal representative of the company or its authorized person in charge signs and seals it.
The legal representative of the company may, according to the company's management system, business characteristics and business scale, grant other responsible persons the right to sign certain specific contracts; Authorization shall be based on written documents, and the authorization documents shall specify the authorized items (contract types), authorization period, etc.
Verb (abbreviation of verb) contract execution and file management
For signed contracts, business managers and departments should pay close attention to the effective conditions and time of the contracts, and carry out relevant business in time according to the effective contracts.
During the execution of the contract, the business handling department and the manager should pay attention to the possible major changes in the market, the company and the other party to the contract and put forward the response plan in time; If necessary changes are made to the terms of the contract, it should be regarded as a new contract behavior, and the process needs to be reviewed and managed accordingly.
The company shall designate a special person to be responsible for the management of all contracts in the company, and the original signed contracts shall be kept by the company's contract management personnel. A copy of the contract shall be left to the finance department and the handling department as needed, and the department head shall be responsible for the contract management of the department.
For signed contracts, contract managers should classify and file them according to the standards of contract subject, business type, signing time, effective time and whether they have been fulfilled or not. The contract manager shall register the loan and consultation of the contract.
Establish contract management account and update relevant information in time. The contract management account not only reflects the above information such as contract subject, business type, signing time and effective time, but also includes the main contents of the contract, contract price (amount), performance progress, signatory, etc. At the end of the year, the company's contract management account and explanation report shall be submitted to the company's leaders.
All departments of the company regularly summarize the contract implementation to the contract management personnel of the company, who summarize and analyze the contract implementation of all departments of the company according to the original contract, form a written report and submit it to the company leaders for review.