General Terms and Conditions, frequently referred to as “Boilerplate,” defines how the Client and Consultant will relate to each other in a business relationship without regard to a specific project. The following is a critical “Boilerplate” item that if not clearly and equitably stated will likely result in misunderstandings and confrontational situations:
Information Provided by Others – Whether the Consultant is taking over a design started by others or the Client is to provide information that the Consultant is to use in the design, several considerations should be addressed in the contract. These include the following:
- List the information to be provided under the “Client’s Responsibilities” provision.
- Include a schedule establishing when the information is to be available.
- State to what degree Consultant can rely on the Client-provided information, i.e., with or without independent review.
- If the Client wants the Consultant to review the provided information, that activity should be a task item for which compensation is provided and for which the limit of the Consultant’s responsibility is agreed upon.
- Seek agreement that the Client will provide additional new or supplemental information that is identified as being needed during the design.
- Seek agreement that the Client will indemnify the Consultant against losses that result from errors or omissions in Client-provided information.
Client-provided information can be an asset or a problem – be sure that everyone’s expectations regarding how it is to be used are clearly defined.