NDAs & Contract - updated review process

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Lomond

NDAs

& Contract – updated review process

Governance

January 2025

Purpose

Revised process will ensure the following;

- confidential information sharing with potential suppliers

- formal contract review process to ensure harmonisation of terms

- correctly executed supplier agreements

- central repository of contracts in effect

- tracked contract end dates and reminders

Stages of supplier engagement

Stage 1 - NDA Process

▪ Prior to sharing information with a potential supplier (new or old) there should be a NDA

▪ Governance holds the company approved NDA template

Step 1

Email contracts@lomond.group with the heading: NDA request and detailing the purpose of the NDA, supplier name, company number and company address

Step 2

Step 3

A completed NDA in PDF format will be shared with you

Check the document before forwarding on to the supplier for signature

Points to note

 Information regarding our business not already in the public domain should not be shared until an NDA is executed and in effect

 The preference is for Lomond’s template NDA to be used, not the suppliers

 Any changes to the Lomond template NDA to be shared with contracts@lomond.group for review

 If ever in doubt if an NDA is required, please put in a request regardless

Stage 2 - Contract Review

Now a contract or engagement letter can be drafted following the steps below

Contract owner to carry out the first read of the contract and highlight any clauses they have concern with

Contract owner to prepare a brief summary consisting of:

1) supplier

2) cost and method of payment

3) term & termination

4) governing jurisdiction

5) concerns

Send your summary, a copy of the contract and the latest terms of business to contracts@lomond.group

Points to note

 Material contracts of significant value £250k and above require ICG & board approval

 Contracts above a value of £10k will need to be approved by the C-Suite

 Emails from contracts@lomond.group should not be shared externally – purely for internal use

 A second review can be completed if the supplier provides additional information which is material

 Our review does not equal a green light to sign or enter a contract = line manager approval required

 Only a Companies House director can sign a contract on behalf of any entity OR give express authority in writing for an employee to sign on behalf of any entity

Contract terms hints and tips

 Autorenewal clauses – we don't do these! We will always insist these are struck out.

 Payment terms – should be standard 30-day payment terms from date of invoice, not by direct debit

 If a contract is going to cover all subsidiaries then the company name to use is Chianti Holdings

 Ensure there is a clear start date and term specified, plus a break or termination date if applicable

 There must be a clearly explained method to terminate – specific email address and postal address for notice to be served to as well as a clearly explained notice period

Stage 3 - signature & storage

 Once the contract or engagement letter signed by all parties you must send a copy to contracts@lomond.group

 The final version will be uploaded and stored in Lomond's contract repository platform along with any previous version of agreements with the same supplier

 Even if you do not require a review of the contract, please still share the signed contract with us on contracts@lomond.group

 Contracts centrally stored are tracked with automated reminders of expiry or anniversary dates for review

Stages of supplier engagement

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