The following is from Northeast Document Conservation Center Outsourcing and Vendor Relations.
After a vendor is selected, the contract can be drawn up. For most institutions, this means a complex legal document that specifies rights, responsibilities, obligations, deliverables, specifications, and pricing agreed upon for the services to be performed. If it is an organization’s first digitization project or first project with a particular vendor, the contract may be highly detailed, outlining all expectations.
As legal documents, contracts normally begin with sections covering the legal obligations of the two parties and a description of the work being contracted. Details, such as procedures, agreed-upon work flows, and relevant standards to which the vendor’s products should adhere, can be attached as appendixes.
Although complex, thankfully much of the needed information can be drawn from documentation created for the RFP. Project specifications are part of the legal obligations assumed by the vendor, and therefore are a focal point for the contract. Other items to outline in the contract include:
- A brief reiteration of the project, its goals, and the expected outputs (products) from the vendor
- A brief description of the original materials, specifically each type (especially if requirements vary by type of original)
- A brief description of vendor responsibilities and the services to be provided (again, extract from the RFP)
- A statement on whether subcontracting is allowed
- A brief statement on the “work for hire” nature of the contract (organization maintains ownership of all project outputs)
- The technical specifications to which materials must be converted, encoded, etc.
- A brief description of the expected quality of the deliverables and a stated understanding of “acceptable” quality, as well as quality-control methods to be used before materials are returned to the organization
- The agreed-upon work schedule, deadlines for each party, and any penalties for missing deadlines
- A statement on error correction, whether error correction is free to the organization, and what charges, if any, may be associated with it
- A brief statement on transportation of original materials (how to accomplish it, costs borne by which party, etc.)
- A brief statement on insurance, security, and storage specifications for the materials while in the vendor’s possession
- The name of a designated contact for the organization
- A statement on a dispute and resolution process
Within the long list above are some very important concepts that must be included to protect the organization, its original materials, and document processes for remedies of disputes. Do not assume anything! Once the contract has been prepared, have the contract reviewed by the organization’s legal department (if applicable) or a staff member familiar with contracts and licenses before signing it! The vendor should have an opportunity to see and amend the contract, as necessary, before official signatures are recorded. Copies of the signed contract should be maintained by both the organization and the vendor.