Beruflich Dokumente
Kultur Dokumente
Page 1
Table of Contents
Abstract ................................................................................................................................................... 3 Contract Negotiations Continue To Leak Value ...................................................................................... 3 The Environment..................................................................................................................................... 5 Does it matter? ....................................................................................................................................... 7 What should we do about it?.................................................................................................................. 9 Attachment 1: Full Survey Results ........................................................................................................ 11
This study was undertaken in the period December 2010 April 2011 and the results are based on input from 1,123 organizations, representing more than 8,000 negotiators. Individual contributors came from procurement, legal and sales contracting functions in more than 60 countries. Attachment 1 shows results for major types of legal system, by geography, by industry, and by business role. It should be noted that input typically represents large international corporations and therefore may not be an accurate reflection of negotiations at a local level or between smaller organizations.
Page 2
Abstract
Disagreements over acceptance or delivery are the number one cause of contractual claims and disputes. So it is not surprising that the parties to a contract focus so strongly on the question of who will be liable for the consequences of failure. But could it be that the frequency of failure is in fact directly linked to the way we go about negotiation? IACCM research suggests that the answer is yes. Business negotiations far from achieving a good deal are often contributing to a failed or disappointing outcome.
Page 3
TOP 30 TERMS in 2011 Limitation of Liability Indemnification Price / Charge / Price Changes Intellectual Property Payment Liquidated Damages Performance/Guarantees / Undertakings Delivery / Acceptance Applicable law / Jurisdiction Confidential Information/Non disclosure Service Levels and Warranties Warranty Insurance Service Withdrawal or Termination Data Protection / Security Scope and Goals Responsibilities of the Parties Change Management Invoices / Late Payment Audits / Benchmarking Dispute Resolution Assignment / Transfer Rights of Use Force Majeure Freight / Shipping Business Continuity / Disaster Recovery Most Favored Client Communications and Reporting Entirety of Agreement Information Access and Management
2011 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30
2010 1 2 3 4 6 9 18 8 14 5 7 10 11 13 5 12 15 17 16 20 19 21 22 24 28 23 30 26 25 29
2009 1 2 3 4 8 9 7 10 5 6 11 15 12 5 14 13 17 19 18 16 20 22 26 23 21 27 24 25 29
2008 1 2 3 4 8 11 15 9 6 10 7 13 12 5 10 14 17 16 19 18 22 21 24 20 23 -
2007 1 2 4 3 9 10 15 8 6 7 11 14 12 5 7 19 18 17 16 15 27 21 22 20 23 -
Page 4
The Environment
Most business contracts are designed to fit a rules-driven approach, which assumes that the more powerful party will impose standard terms and conditions reflecting its interests and procedures. Negotiation is therefore restricted to situations in which there is some form of counter-balancing power, or there are deal or relationship characteristics that require crafted terms. While the economic impact of standard terms can be debated (and many organizations appear to be making a poor trade-off in this regard), the IACCM study focuses on situations in which negotiation does occur. Since standard terms are now so widespread, these naturally form the base for most negotiations and as a result, skew the topics on which the negotiators focus. As the results of the survey show, the biggest divide between trading partners today is in how they seek to allocate risk. Therefore the polar extremes are in their approaches to allocating liabilities and seeking or granting indemnities. These topics along with price and payment - overwhelmingly dominate negotiations. A quick review of the top ten negotiated terms reveals the extent to which negotiators are channelled into asset protection and the consequences of failure intellectual property rights, liquidated damages, governing law and payment terms being examples. As Table 2 illustrates, the negotiators are clear that this focus damages the value achieved from trading relationships; they are also clear about where effort in negotiations should be placed (scope and goals, change or amendment procedures, communications and reporting). But for as long as contracting remains a largely transactional activity dominated by a legal / financial axis, there is little likelihood of change. Executives should be demanding more from their contracts. They should be asking why so many relationships fail to deliver to their potential and what role contracting and negotiation are playing in that failure.
Page 5
The terms that are negotiated with greatest frequency 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Limitation of Liability Indemnification Price / Charge / Price Changes Intellectual Property Payment Liquidated Damages Performance / Guarantees / Undertakings Delivery / Acceptance Applicable law / Jurisdiction Confidential Information / Non disclosure Service Levels and Warranties Warranty Insurance Service Withdrawal or Termination Data Protection / Security Scope and Goals Responsibilities of the Parties Change Management Invoices / Late Payment Audits / Benchmarking
Terms which would be more productive in supporting successful relationships Change Management Scope and Goals Responsibilities of the Parties Communications and Reporting Performance / Guarantees / Undertakings Limitation of Liability Delivery / Acceptance Dispute Resolution Service Levels and Warranties Price / Charge / Price Changes Audits / Benchmarking Indemnification Intellectual Property Payment Information Access and Management Business Continuity / Disaster Recovery Applicable law / Jurisdiction Confidential Information / Non disclosure Warranty Assignment / Transfer
Page 6
Does it matter?
Writing last year in the Financial Times, the economist John Kay commented on the transformation in contracting practices that occurred in the 1990s. The substitution of transaction-oriented dealings for relationship contracting added to profitability in the short run; but in the long run it eroded relationships that had been the underlying source of much of that profitability. Our work at IACCM has convinced us that todays contracting practices are probably costing business 5- 7% on their bottom line. Far too much time is going into non-productive effort at the expense of the things that would create a better framework for success. Negotiation time is not infinite; we have to make choices on where that time is spent. Today, the effort is focused on a narrow battle over the price and the allocation of risk. Research consistently identifies that such an approach results in hidden costs and undermines outcomes. This approach may make sense for one-time transactions; it makes no sense when there are longer-term opportunities or a dependency on cooperation between the parties. For example, delegates at the 2011 General Assembly of the IEC, identified clear and reasonable risk sharing as the number one pre-requisite for success in large infrastructure projects. We enter contracts because we believe that there is mutual benefit to be achieved. A focus on the consequences of failure undermines the probability of success. In part, it damages trust and collaboration. But more importantly, it results in key areas of the contract content being overlooked or paid inadequate attention specifically, clarity over scope and goals and over the on-going governance and management procedures for the relationship. As any thoughtful manager will explain, good risk management is achieved through a balance of probability and consequence. Our contracts which we describe as risk management instruments frequently lack this balance. And the negotiating community knows this hence their identification of the importance of change procedures, scope and goals, and communications and reporting as the areas on which we should be spending more time. As a result of todays typical negotiation, we lose the benefit of an important management tool. The process creates an agreement that, relative to business goals, may already be misaligned or confusing before it is implemented; but perhaps worse, it then fails to provide the administrative framework and incentives for cooperative working and consensus. Proof of that lies in the most frequent sources of claim and dispute (see Table 3).
Page 7
During the post-award phase of contract performance which terms are the most frequent source of a claim or dispute?
Delivery / Acceptance Price / Charge / Price Changes Change Management Invoices / Late Payment Performance / Guarantees / Undertakings Service Levels and Warranties Payment Responsibilities of the Parties Liquidated Damages Scope and Goals Warranty Limitation of Liability Indemnification Service Withdrawal or Termination (cause / Intellectual Property Audits / Benchmarking Assignment / Transfer Dispute Resolution Data Protection / Security Communications and Reporting Insurance Rights of Use Confidential Information / Non disclosure Product Substitution Freight / Shipping Force Majeure Entirety of Agreement Applicable law / Jurisdiction Business Continuity / Disaster Recovery Other Export / Import Regulations Enterprise Definition / Future Acquisitions / Most Favored Client Non-Solicitation of Employees Escrow Security Information Access and Management Electronic Contracts / EDI 0% 8% 8% 7% 7% 6% 6% 5% 5% 5% 5% 4% 4% 4% 4% 3% 2% 2% 2% 2% 1% 1% 1% 5% 10% 15% 20% 25% 30% 35% 40% 45% 16% 16% 14% 14% 12% 10% 22% 21% 22% 27% 27% 25% 32% 30% 38% 41%
Page 8
It seems we are trapped in a vicious circle. The negotiators put much of this problem down to being involved too late, or being excluded from key discussions on goals and scope, or of poor leadership and weak change management procedures. There is truth in all these complaints yet, in the end, the negotiation community has done little to drive change. It blames others, rather than working on ways that it could promote solutions. As a result of late involvement or fragmented negotiations, the contracts and legal experts focus on protection; business people see this as negative behaviour, and therefore seek to delay or minimize their involvement. Indeed, this negativity flows through to the contracting process in its entirety, so we lose the ability to properly define projects and to frame them with an appropriate definition of oversight and management structure. There are many who seek to dismiss this weakness, with comments like: Its the relationship that matters, not the contract. And in good times, with relative stability, that may be true. But situations change, people change and markets change. In the face of such volatility, what good reason can there be to lose perhaps the most powerful management tool at our disposal?
change process that frequently lacks rigor it is often informal, records are not maintained etc. In the end, the big question for the contract manager or lawyer is to what extent is it my job to care about these things? If the contracts and legal role is in fact only to manage against the consequences of these failures, then their focus on todays top ten is entirely understandable (if perhaps ineffective, because with poor scoping and change procedures, it is typically going to be very hard to allocate blame). But I do not believe that any professionals role can be undertaken without concern for its impact and effectiveness within the overall goals of the organization. And this survey provides clear evidence that our actions today are not adequately supporting those goals so they must change. Three commitments Over the next year, any forward-looking contracts organization buy-side, sell-side or legal should be committing to a three step change program. Review contract structures and standards Educate and empower internal stakeholders e.g, project management, sales Energize the support of executive management for a contracting strategy
Through these steps, measurable improvements will be achieved and the negotiation agenda will steadily change. Contracts will become vehicles for defining and managing relationships as well as the tool through which transactions are undertaken. As a recent article in Psychology Today pointed out, we are moving into the beginning of the relationship economy. Leading organizations need new approaches to the way they form and manage those relationships.
Page 10
Participants by Industry
Transportation / Logistics 2%
Telecommunications
12%
Healthcare / Pharma / Chemicals 5% Oil / Gas / Minerals / Utilities 15% Legal 3% Manufacturing / Processing 5% Hotel / Leisure 1%
Region
South/Central America 2%
Europe 36%
Australasia 5%
Page 11
In your experience what % of your company's contracts result in a significant claim or dispute? (all participants)
90-100% 80-90% 70-80% 60-70% 50-60% 30-40% 20-30% 10-20% 0-10% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 0.4% 0.1% 0.5% 0.2% 1.1% 1.9% 5.2% 11.3% 79.3% 80.0% 90.0%
Page 12
Of those contracts where there is a significant claim or dispute how frequently do you rely on or invoke the following clauses? (Rarely is 1, and on most occasions is 5)
IP 2.52
warranty
3.17
Data protection/security
2.29
2.32 Average
Performance/Undertakings
3.51
Indemnification
2.77
Limitation of liability
2.88
0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50 5.00
Page 13
Please tell us about your experiences in 2010. How have market conditions and practices impacted negotiations? (Very negative is 1 and Very positive is 5)
5.00 4.50 4.00 3.50 3.00 2.50 2.00 1.50 1.00 0.50 0.00 The level of collaboration The attitude to sharing risk The openness to negotiation 2.85 3.31 2.96 2.39 2.81 2.49 2.77 3.33 2.97 I mostly perform or support Sales Contracting / Commercial negotiation I mostly perform or support Procurement / Sourcing negotiation I perform or support both Buy-Side and Sell-Side negotiations
Page 14
If the aim of contract negotiation is to create a framework for successful business outcomes, do you believe that negotiations today focus on the right topics to achieve that aim?
Yes 27%
Partially 57%
No 16%
Please indicate the top 3 factors that are most significant in limiting your ability to change what is negotiated?
80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0%
7% 8% 23% 22% 44% 38% 33% 32% 21% 20% 44% 42% 35% 31% 22% 20% 67% 65%
2010 2011
Page 15
Seller's terms today 1 2 Indemnification 3 4 Intellectual Property 5 Payment 6 Liquidated Damages 7 Delivery / Acceptance 8 Performance / Guarantees / Undertakings Price / Charge Limitation of Liability
Seller's terms future Change Management Responsibilities of the Parties Scope and Goals Communications and Reporting
Buyer's terms future Change Management Communications and Reporting Scope and Goals Responsibilities of the Parties Performance/ Guarantees / Undertakings Service Levels and Warranties
Intellectual Property
Limitation of Liability
Delivery / Acceptance
Price / Charge
Audits / Benchmarking
9 Service Levels and Warranties 10 11 Warranty Confidential Information / Non disclosure Applicable law / Jurisdiction Dispute Resolution Indemnification
12 13
Intellectual Property
Insurance
15 Change Management 16 Responsibilities of the Parties 17 Audits / Benchmarking 18 19 Scope and Goals Invoices / Late Payment
Data Protection / Security Business Continuity / Disaster Recovery Warranty Applicable law / Jurisdiction
Payment Confidential Information / Non disclosure Applicable law/ Jurisdiction Assignment / Transfer
Page 16
20 Assignment / Transfer 21 22 Insurance 23 24 25 Force Majeure 26 Communications and Reporting Information Access and Management Rights of Use Most Favored Client Dispute Resolution
Most Favored Client Entirety of Agreement Enterprise Definition / Future Acquisitions / Divestiture Liquidated Damages Warranty
Assignment / Transfer Freight / Shipping Force Majeure Business Continuity / Disaster Recovery
Insurance
Rights of Use
Insurance
27
Entirety of Agreement
28 Export / Import Regulations 29 Business Continuity / Disaster Recovery 30 Entirety of Agreement Other Enterprise Definition / Future Acquisitions / Divestiture Export / Import Regulations Rights of Use
Page 17
Middle East Future Communications and Reporting Responsibilities of the Parties Change Management
Europe Today
Europe Future
Asia/Pacific Future
Indemnification
Change Management
Limitation of Liability
Scope and Goals Responsibilities of the Parties Performance/Guarantees / Undertakings Communications and Reporting
Intellectual Property Price / Charge / Price Changes Confidential information / Non disclosure
4 Indemnification 5 Delivery / Acceptance Liquidated Damages Performance / Guarantees / Undertakings Applicable law / Jurisdiction Dispute Resolution Change Management Scope and Goals Limitation of Liability Applicable law / Jurisdiction
Delivery / Acceptance
Payment Performance / Guarantees / Undertakings Delivery / Acceptance Service Levels and Warranties Applicable law / Jurisdiction
Limitation of Liability
Dispute Resolution
Payment
Dispute Resolution
Warranty
Limitation of Liability
Indemnification
Dispute Resolution
10
Audits / Benchmarking
Insurance
11 Insurance
Warranty
Audits / Benchmarking
Delivery / Acceptance
Page 18
12
Service Levels and Warranties Liquidated Damages Business Continuity / Disaster Recovery
Dispute Resolution
Intellectual Property
13 Scope and Goals 14 Invoices / Late Payment 15 Confidential Information / Non disclosure Intellectual Property Service Withdrawal or Termination
Insurance
Audits / Benchmarking
Intellectual Property
Liquidated Damages
Payment
Indemnification
16
Payment
17
Audits / Benchmarking
Assignment / Transfer
Responsibilities of the Parties Service Withdrawal or Termination Change Management Audits / Benchmarking
Warranty
18 Service Levels and Warranties 19 Entirety of Agreement Audits / Benchmarking Confidential Inf / Non disclosure Most Favored Client Assignment / Transfer Data Protection / Security Assignment / Transfer Invoices / Late Payment Data Protection / Security Applicable law / Jurisdiction
Entirety of Agreement
Audits / Benchmarking
Assignment / Transfer
Insurance
Intellectual Property
Force Majeure
Rights of Use
Dispute Resolution
Insurance
Page 19
Assignment / Transfer
Assignment / Transfer
Rights of Use
Rights of Use
Insurance
Freight / Shipping
Entirety of Agreement
Liquidated Damages
Force Majeure Communications and Reporting Information Access and Management Entirety of Agreement
Assignment / Transfer
26
Force Majeure
Warranty
Force Majeure
Rights of Use
Force Majeure
Liquidated Damages
Insurance
Insurance
Entirety of Agreement
Other
29
Non-Solicitation of Employees
30
Other
Other
Product Substitution
Non-Solicitation of Employees
Other
Page 20
UCC
Scandinavian
Chinese
Limitation of Liability
Limitation of Liability
Limitation of Liability
2 Indemnification 3 Intellectual Property Price / Charge / Price Changes Indemnification Price / Charge / Price Changes
Warranty
Intellectual Property
Payment
Intellectual Property
Delivery / Acceptance
Indemnification
Indemnification
Intellectual Property
Liquidated Damages
Delivery / Acceptance
Liquidated Damages
Liquidated Damages
Delivery / Acceptance
7 Payment 8 Liquidated Damages 9 Confidential Information / Non disclosure Service Levels and Warranties Delivery / Acceptance Confidential Information / Non disclosure Intellectual Property Indemnification Liquidated Damages Responsibilities of the Parties Applicable law / Jurisdiction
Indemnification
Payment
Intellectual Property
Payment
Payment
Audits / Benchmarking
Delivery / Acceptance
10
Delivery / Acceptance
Dispute Resolution
Dispute Resolution
11 Insurance Warranty
Audits / Benchmarking
Liquidated Damages
Page 21
12
Performance / Guarantees
Warranty
Data Protection / Security Confidential Information / Non disclosure Performance / Guarantees / Undertakings
Audits / Benchmarking
13 Data Protection / Security 14 Delivery / Acceptance 15 Scope and Goals 16 Most Favored Client 17 Freight / Shipping 18 Responsibilities of the Parties 19 Service Withdrawal or Termination (cause / convenience) Service Withdrawal or Termination (cause / convenience) Invoices / Late Payment Change Management Scope and Goals Insurance Change Management Delivery / Acceptance Invoices / Late Payment Assignment / Transfer Service Withdrawal or Termination (cause / convenience) Data Protection / Security Service Levels and Warranties
Warranty
Change Management Performance / Guarantees / Service Levels and Warranties Invoices / Late Payment
Assignment / Transfer
Change Management
Assignment / Transfer
Assignment / Transfer
Rights of Use
Force Majeure
Rights of Use
Warranty
Dispute Resolution
Audits / Benchmarking
Data Protection / Security Service Withdrawal or Termination (cause / convenience) Responsibilities of the Parties
Change Management
20 Change Management 21 Audits / Benchmarking Audits / Benchmarking Insurance Entirety of Agreement Communications and Reporting Responsibilities of the Parties Communications and Reporting Data Protection / Security Intellectual Property Entirety of Agreement
Assignment / Transfer
Dispute Resolution
Insurance
Warranty
Insurance
Page 22
23
Assignment / Transfer
Force Majeure
Audits / Benchmarking
Freight / Shipping
Product Substitution
24 Communications and Reporting 25 Enterprise Definition / Future Acquisitions / Divestiture Rights of Use Export / Import Regulations Dispute Resolution Audits / Benchmarking Assignment / Transfer Assignment / Transfer
Force Majeure Enterprise Definition / Future Acquisitions / Divestiture Export / Import Regulations Business Continuity / Disaster Recovery
26 Export / Import Regulations 27 Force Majeure 28 Information Access and Management Product Substitution Entirety of Agreement Freight / Shipping Information Access and Management Security
Product Substitution
Most Favored Client Non-Solicitation of Employees Business Continuity / Disaster Recovery Information Access and Management
Product Substitution
Other Business Continuity / Disaster Recovery Data Protection / Security Electronic Contracts / EDI
Force Majeure
Other
Force Majeure
29
Entirety of Agreement
Escrow
30
Insurance
Rights of Use
Page 23
Aerospace / Defence
Technology / Software
Legal
Manufacturing / Processing
Telecommunications
Limitation of Liability
Limitation of Liability
Limitation of Liability
Limitation of Liability
2 Indemnification 3 Intellectual Property Price / Charge Liquidated Damages Indemnification Price / Charge / Price Changes
Indemnification
Indemnification
Indemnification
4 Price / Charge / Price Changes 5 Delivery / Acceptance 6 Liquidated Damages 7 Warranty 8 Scope and Goals 9 Applicable law / Jurisdiction Scope and Goals Dispute Resolution Insurance Change Management Intellectual Property Payment Performance / Guarantees / Undertakings Audits / Benchmarking Confidential Information / Non disclosure Service Levels and Warranties Confidential Information / Non disclosure Delivery / Acceptance Warranty Performance / Guarantees / Undertakings Applicable law / Jurisdiction Indemnificatio n Applicable law / Jurisdiction Data Protection / Security Payment Payment Performance / Guarantees / Undertakings Liquidated Damages Intellectual Property Price / Charge / Price Changes Price / Charge / Price Changes
Dispute Resolution
Intellectual Property
Payment
Payment
Intellectual Property
Warranty
Liquidated Damages
Intellectual Property
Delivery / Acceptance
Payment
Liquidated Damages
Warranty
Audits / Benchmarking
Warranty
Insurance
Page 24
11
Liquidated Damages
Insurance
Assignment / Transfer
Liquidated Damages
Delivery / Acceptance
Liquidated Damages
Responsibilities of the Parties Service Withdrawal or Termination Business Continuity / Disaster Recovery
Payment
14 Force Majeure 15 Dispute Resolution 16 Service Withdrawal or Termination Warranty Responsibiliti es of the Parties Responsibilities of the Parties Scope and Goals
Payment
Audits / Benchmarking
Change Management
Entirety of Agreement
Freight / Shipping
Warranty
Change Management
Rights of Use
Other
Audits / Benchmarking
Assignment / Transfer
17
Insurance 18 Entirety of Agreement 19 Service Levels and Warranties 20 Invoices / Late Payment
Dispute Resolution
Insurance
Audits / Benchmarking
Change Management
Change Management
Dispute Resolution
Delivery / Acceptance
Dispute Resolution
Assignment / Transfer
Dispute Resolution
Change Management
Force Majeure
Rights of Use
Freight / Shipping
Force Majeure
Page 25
21
Assignment / Transfer
Liquidated Damages
Assignment / Transfer
Change Management
22 Audits / Benchmarking 23 Freight / Shipping 24 Responsibilities of the Parties 25 Assignment / Transfer 26 Other 27 Rights of Use 28 Data Protection / Security 29 Most Favored Client Security Data Protection / Security Freight / Shipping Service Withdrawal or Termination Service Levels and Warranties Entirety of Agreement Export / Import Regulations
Insurance
Product Substitution
Change Management
Change Management
Audits / Benchmarking
Warranty
Dispute Resolution
Entirety of Agreement
Payment
Freight / Shipping
Audits / Benchmarking
Freight / Shipping
Enterprise Definition
Warranty
Rights of Use
Force Majeure
Assignment / Transfer
Business Continuity
Dispute Resolution
Force Majeure
Assignment / Transfer
Rights of Use
Other
Non-Solicitation of Employees
Communications and Reporting Electronic Contracts / EDI Enterprise Definition / Future Acquisitions
Escrow
Security
Escrow
Insurance
Insurance
30 Information Access and Management Most Favored Client Product Substitution Export / Import Regulations Electronic Contracts / EDI Communications and Reporting
Force Majeure
Product Substitution
Rights of Use
Page 26
Lawyers 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Limitation of Liability Indemnification Intellectual Property Applicable law / Jurisdiction Price / Charge / Price Changes Liquidated Damages Performance / Guarantees / Undertakings Service Levels and Warranties Warranty Delivery / Acceptance Confidential Information / Non disclosure Payment Data Protection / Security Responsibilities of the Parties Service Withdrawal or Termination Dispute Resolution Assignment / Transfer Audits / Benchmarking Insurance Scope and Goals Change Management Rights of Use Invoices / Late Payment Export / Import Regulations Force Majeure Entirety of Agreement Business Continuity / Disaster Recovery Information Access and Management Most Favored Client Freight / Shipping
Non-lawyers Limitation of Liability Price / Charge / Price Changes Indemnification Payment Intellectual Property Liquidated Damages Delivery / Acceptance Confidential Information / Non disclosure Performance / Guarantees / Undertakings Warranty Applicable law / Jurisdiction Service Levels and Warranties Scope and Goals Insurance Data Protection / Security Change Management Invoices / Late Payment Responsibilities of the Parties Audits / Benchmarking Service Withdrawal or Termination Assignment / Transfer Dispute Resolution Force Majeure Business Continuity / Disaster Recovery Rights of Use Entirety of Agreement Freight / Shipping Communications and Reporting Most Favored Client Information Access and Management
Page 27