Quality Delegation Services / Setting up

What the agreement has to actually settle

Not the commercial terms. The operational ones.

Agreements in this area are usually strong on commercial terms and vague on the operational questions that determine whether the arrangement works. Both parties are comfortable negotiating money and neither wants to negotiate oversight.

The items that must be explicit are who may deliver and to what standard, what may be said in marketing and who approves it, who holds records and in what form, what access the principal has and on what notice, what happens when a problem is found, and what happens at termination including to clients partway through.

Access is the clause most often written weakly. A right to audit on reasonable notice, exercised annually, is close to useless for detecting the things that go wrong. A right to attend unannounced, to observe delivery and to contact clients directly is what makes oversight real, and it should be agreed at the start when it is uncontroversial.

Marketing approval deserves its own clause and its own process, because it is the area where the principal is most exposed and least visible. A requirement that all material carrying the principal's name is approved in writing before use is straightforward and it is enforced far less often than it is written.

Termination provisions should be drafted assuming the relationship has broken down, since that is when they operate. An orderly return of records is easy to agree in advance and very difficult to obtain from an uncooperative party afterwards.