MEMO

Contract Creation and Management Simulation

Memo

[Company Name][Company Address][Date of Memo]

To: [Recipient of Memo]

From: [Writer of Memo Writer's Initials]

Subject:CONTRACT CREATION AND MANAGEMENT SIMULATION

During the scheduled negotiations, two major concerns addressed were project management along with the idea of a logical time frame for project completion. It wasEnd Match agreed upon by both parties to invite the presence of a C-S project manager to oversee the quality control aspect of the project. This amendment, not only, was very satisfactory for both parties, but will increase the lines of critical communications between C-S and Span. The second aspect, finding a reasonable time frame, was remedied by scaling up the team of programmers provided by Span to deliver the project on time. (Jennings, 2006)The scaling up was to be honored and accepted in good faith as an attempt to remedy the main C-S argument - that the percentage of project complete did not coincide with the time expired in the contract. Breach of Contract under 'Requirement Change' is possibly, Span's best route to getting C-S back to the bargaining table in a renegotiation effort. The current contract does not allow for any changes that may unfairly require more time and effort to develop the product.

The other two breaches of contract are aggressive and were presented to Harold Smith - Span's legal counsel. Smith agrees that the two other breaches may inflame the already strained relationship and suggests that the company be prepared to substantiate the claims.

1.)Span Systems has performed more than 50% of the contract, thereby C-S may not rescind the contract as it would be in breach of the contract due to Span's substantial performance of its terms. The quality of the deliverables may have suffered if there are out-of-the-ordinary change requests of system and user requirements. They may also suffer if the approval and review times by C-S were delayed, and if C-S experiences many changes in the project management structure leading to delays in reviewing the deliverables on time. Span Systems would rely on these reasons to create a strong defense if C-S finds the quality of the deliverables is not acceptable. If they do find it unacceptable, C-S may be well within its right to make the claim to rescind the contract.

2.)Breach of Contract under 'Intellectual Property Rights.' The Intellectual Property Rights - IPR remains the property of Span Systems; however, C-S can make the payment in full, and be entitled to the IPR transfer and to rescind the contract. If it rescinds the contract, it must return the benefits it received under the contract.

Harold Smith - Legal Counsel is positive about the legal principles that Span could defend and with the responses from Leon Ther at C-S. (Stepp, 1998) Harold Smith cites that if C-S releases code to the Indian company, C-S would be in clear violation of the substantial performance and code copyright clauses of the subject contract. If this were to happen it would strengthen the case with regard to both breaches; however, there was never any commitment ...