Contracts_Risk Control Matrix.

xls

PROCESS OWNER - AMR ABDELHADY || CONTRACTS MANAGER

To ensure that standard templates are ready for different types of contracts to be executed. There are standard templates for different types of contracts but they come for agreement/review or
vetting directly from client side through AIC sales department. The contracts department in turn reviews
the terms and conditions, gives its recommendations on commercial and legal aspects and providing the
risk analysis for possible mitigation or removal of the specific contractual clauses to the sales team. This
could be pre contract and post contract as well depending on the client requirements.

To ensure that contract is clear in terms of the scope of works clearly stating what information is required from each of the parties and what Yes.The checklist maintained for different types of contract to make sure that all standard required
is required to be delivered. contractual clauses are embedded in being maintained internally by the contracts manager and the GM.

To ensure the contract include a requirement that both parties protect personal information, and is there a penalty for not doing so? The protection of personal information in the form of Intellectual Property rights is coming from the client
and are agreed by the AIC.
To ensure that contract has clauses embedded which allows for extensions in time for execution or delivery of the project for reasons very Most of contracts have clauses embedded for changes/work variations and time extensions, a time limit as
well highlighted in the contract. well for the completion of the project and circumstances which, if beyond the contol of AIC, would entitle
AIC for the claiming the extension of time within a certain duration.
To ensure that each contract had been undertaken for review and vetted by the contract department. Yes, each and every contract shall be undertaken for review and final approval by the contracts manager
and the GM.
To ensure that adequate, proper reference and credit checks have been completed on parties to the contract. The reference and credit checks, if any, shall be imposed by client/customer only and not the other way
around and usually are not include in the contract itself.
To ensure that there is clause for termination which defines the circumstances that allow the parties to terminate the contract. Termination clause vary from client to client and very well included in the contract itself from the client
side.
To ensure that termination clause covers what shall happen on the termination of the contract. Yes it covers the situations when the AIC would be considered in default and it might specify the
discretionary power of the client to terminate the contract.
To ensure that due diligence requirements (i.e. frequency of review of vendor relationship; document/information required to perform If at all, would come from client side only and not employed or asked for by AIC itself.
review; right to vendor testing) are very well embedded in the contracts.

To ensure that contracts has clause demanding the business continuity plans of the other party to the contract. This is part of exceptional circumstances agreed to by both the parties in the agreement.
To ensure that contracts has non solicitation clause. Yes but coming from the client side and not from AIC side.
To ensure that contracts has other clauses like Force Majeure, Enforceability/Waiver, Notice, Jurisdiction. Yes.
To ensure that there is right to monitor and audit for contractual compliance. If at all, would come from client side only.
To ensure contract adequately address the rights of entity to subcontract all or some works to subcontractors. Yes there is a clause for the same but client approval is required.
To ensure that contract contain adequate provision for formalisation of changes or variations throughout the term of the contract. Yes.

To ensure that contract contain minimum service levels defined in the agreement. Rather than minimum service level agreements, there is defects liability period clause agreed to by both
parties which could range from 12 months to 4 years.
To ensure that invoicing terms and payment methods are clearly specificed in the relevant clauses for the contract. Yes and it is based on project to project and client to client. Nothing standard as such.
To ensure that risk assessment was undertaken and risk sheet was presented and approved by management. Yes, risks are highlighted, presented to sales/projects. The approval for the risk sheet is from the
contracts manager and GM itself but depending on the requirements, there might be an approval required
from the President as well.

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 Contracts_Risk Control Matrix.xls

To ensure that contract has a clearly defined term and renewal clauses embedded. The renewal clauses are not applicable in such types of contracts.
To ensure that all attachments or appendixes as listed in contract clause exists in the final contract ready to be signed. Yes.
To ensure that penalties provision are embedded and agreed to by all parties concerned. Yes but from the client side.
To ensure that insurance provisions are embedded to cover the risks originating from the contract and evidence of insurance coverage. Yes and from both the sides.

To ensure that imdeminity provisions are embedded that will hold the entity harmless, imdemnify and defend? Yes.
To ensure that warranty provisions are embedded and clear term is defined covered by the warranty provision. Through defects liability period clause.
To ensure that contract has the list of specific circumstances, actions, or failures that will be considered breaches of contract. Yes and from both the sides.
To ensure that contract has assignment clause embedded. Yes.
To ensure that contract has mediation or arbitration clause and it is clear that the parties can only settle disputes in a certain way or requires Though there never has been a case in the last 5 years that AIC had gone to arbitration but there is an
that alternative dispute resolution be attempted before any dispute can be heard in court? office in UK, which is a direct deal between UK office and AIC office for any situtations which might
To ensure that arbitration clause is embedded and rules clearly states for selecting an arbiter from a reputable organization. demand arbitration. There is no mention of the name or office of the arbitrator and for arbitration clause
to be valid, three things are required; the governing law, the rules and the venue. These things are
actually stated in the arbitration clause.
To ensure that there is a process in place to ensure that parties signing the contract are the ones authorised on behalf of the entity. The authorised signatories are verified through attestation of the agreement from Chambers of
Commerce.
To ensure that all contracts are uploaded on to safe site with a restricted access only to relevant stakeholders or to contract management No, maintained in the excel sheets only. There is no link with the IFS as well.
system(CSM).
To ensure that automatic notifications are being generated by the CMS as and when a contract nears its expiry or renewal time. This is not applicable as there is no system in place and also the contracts nature is such that unless they
are completed to the satisfaction of the customer, it will be deemed as not complete. Also there are no
renewals for such type of contracts.
To ensure that all discounts or incentives or rebates as per the contract are actually invoked/executed. No, the payment amount, terms and timings are all agreed in the contract itself.
To ensure that post close of the contracts, an evaluation is done, all documentation is collected and deliverables are checked for their Projects team is the one who has this reponsibility.
completeness.
Points highligted by Contracts Manager - Shortage of staff as one of the top risks being faced by the department. There are around 300-400 projects on an yearly basis and this is being handled by the Contracts Manager with the help of just one
Senior Contracts Administrator.

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