My partner has a NJ/NYC consultancy in the Public Relations niche, that I help her manage, and she often times needs to connect her clients or potential clients with 3rd party providers for special activities that are beyond the scope of her expertise. Keep in mind that her contract with a potential client is not binding and legal until the client signs her Statement of Work (SOW) document, which has all of the legal provisions included. But, she sometimes needs to connect and interface such potential clients with 3rd parties prior to signing of her SOW so they agree to what she is offering in her proposals.
She had one such situation recently where the 3rd party tried to circumvent her consultancy, after agreeing in good faith through emails and verbal communications, that they would provide a single contract to her client. While engaging with her new potential, unsigned client, the 3rd party proposed a personal contract between them (3rd party) and the client that would have left her consultancy out of the compensation deal that was proposed in her service agreement (SOW) with the potential client. So, she is now determined to establish some contractual agreement between any 3rd party providers her firm brings on board and connects with her clients or potential clients.
4 ways I have thought could be approached:
1. Have a 3rd party/vendor/service provider agreement between her consultancy and the vendor prior to introduction to her consultancy's clients or potential clients. She has been told by one such 3rd party entity that they must have a contractual agreement between any entity they do business with i.e. her consultancy's clients, so I am not sure how that works if there is a contract between her consultancy and the 3rd party, and then a contract between the 3rd party and her clients/potential clients.
2. Have it written in her client contracts (SOW) that clients cannot engage with any of my provided 3rd party service providers without the consultancy's permission unless outside of the scope of the work being commissioned. Problem is I see it easy to circumvent by just changing project scope or some other myriad of options. Also, this doesn't cover her consultancy when contracts aren't signed and proposals are being vetted. Would she then possibly develop some type of initial contract that potential clients would need to sign, that would make it so they couldn't engage with my 3rd parties for a certain period of time, even if they don't sign an agreement with my firm?
3. Some type of 3-way exclusivity agreement? Not sure how this would go but just an idea.
4. Finders/referral fee. Wouldn't protect her consultancy from the client / potential client from engaging with the 3rd party on their own or vice versa, but would at least allow her to receive some type of compensation if they ever do enter into a contract without her consultancy being involved.
Any advice you could give would be greatly appreciated. Food for thought, in PR there is a lot of up front work done and information provided prior to any agreements being signed, so potential clients could be hesitant to enter into substantial agreements prior to any service contracts being executed.
Thanks,
Jon
She had one such situation recently where the 3rd party tried to circumvent her consultancy, after agreeing in good faith through emails and verbal communications, that they would provide a single contract to her client. While engaging with her new potential, unsigned client, the 3rd party proposed a personal contract between them (3rd party) and the client that would have left her consultancy out of the compensation deal that was proposed in her service agreement (SOW) with the potential client. So, she is now determined to establish some contractual agreement between any 3rd party providers her firm brings on board and connects with her clients or potential clients.
4 ways I have thought could be approached:
1. Have a 3rd party/vendor/service provider agreement between her consultancy and the vendor prior to introduction to her consultancy's clients or potential clients. She has been told by one such 3rd party entity that they must have a contractual agreement between any entity they do business with i.e. her consultancy's clients, so I am not sure how that works if there is a contract between her consultancy and the 3rd party, and then a contract between the 3rd party and her clients/potential clients.
2. Have it written in her client contracts (SOW) that clients cannot engage with any of my provided 3rd party service providers without the consultancy's permission unless outside of the scope of the work being commissioned. Problem is I see it easy to circumvent by just changing project scope or some other myriad of options. Also, this doesn't cover her consultancy when contracts aren't signed and proposals are being vetted. Would she then possibly develop some type of initial contract that potential clients would need to sign, that would make it so they couldn't engage with my 3rd parties for a certain period of time, even if they don't sign an agreement with my firm?
3. Some type of 3-way exclusivity agreement? Not sure how this would go but just an idea.
4. Finders/referral fee. Wouldn't protect her consultancy from the client / potential client from engaging with the 3rd party on their own or vice versa, but would at least allow her to receive some type of compensation if they ever do enter into a contract without her consultancy being involved.
Any advice you could give would be greatly appreciated. Food for thought, in PR there is a lot of up front work done and information provided prior to any agreements being signed, so potential clients could be hesitant to enter into substantial agreements prior to any service contracts being executed.
Thanks,
Jon
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