This is an Eval Central archive copy, find the original at evalacademy.com.
Congratulations, evaluator, you’ve landed a client! Or maybe your organization has selected an evaluator to complete an exciting project. Either way, your next step is a contract for evaluation services.
It’s always safest to have a contract in place before any work starts. As the contractor, it helps ensure that you will be compensated for your time and efforts, and as the commissioner, the contract helps you protect your information and confirm the services and deliverables you expect.
Agreeing on contract terms can be complicated. For more complex evaluation projects, you may want to consider two separate contracts: one for evaluation planning, and a subsequent contract outlining the scope of data collection, analysis, and reporting.
Contracts may be drafted by either the evaluation commissioner or the evaluator/firm hired. Smaller organizations may be relieved to have the evaluation firm initiate the contract, while larger organizations may have internal procurement processes that must be followed.
Below are some components you should include, or at least consider, in your evaluation contract.
Please don’t mistake this article for sound legal advice, though! If you have the resources, it’s best to have a lawyer review your contract template or individual contracts.
Well, this one is probably obvious. But be sure to include each entity’s legal name, and possibly their “operating as” name if applicable.
Define the dates the contract begins and ends. An end date may be difficult to assign for complex projects. It may be prudent to make the contract end date a few weeks later than you currently expect to hand over the final deliverable.
It can also be helpful to include a statement indicating that the contract term will be revisited at a certain date (perhaps one month or two weeks before the end date) and possibly extended. Many events beyond your control may change the timeline, so giving yourself some additional time in the contract may save some paperwork.
Set out how payment is determined, whether by an hourly rate or a cost per deliverable. Indicate when invoices will be delivered (Monthly? Quarterly? Upon completion of certain deliverables?) and to whom.
You can also describe what needs to be included on those invoices; some clients prefer something akin to a timesheet, while others may be satisfied with a list of activities or products delivered. Compensation details are sometimes included as a separate schedule to follow the main body of the contract.
Clarify who is responsible for any expenses such as travel, focus group incentives or printing, and whether expenses should be approved in advance.
5. Deliverables or Services Provided
The details of deliverables or scope of services are sometimes included in a schedule appended to the main contract. This section requires both parties to assess their level of comfort with ambiguity. Do you want to be very specific, outlining each step of the process and the details of the deliverables, or more general? Using general language introduces more room for interpretation – and therefore more risk – while very specific language may limit the ability to adapt to emergent situations or needs.
Some contracts may detail the headings or sections required in a final report, while others may simply state that a final report is required. Think carefully about whether any raw data files are to be provided as deliverables; clients sometimes want this information, but your professional ethics as an evaluator may prevent you from providing this kind of deliverable.
6. Acceptance/Approval of Deliverables
Who determines when something is done? It can be very helpful to clarify this responsibility upfront. Is a formal signoff required, or is verbal confirmation acceptable?
You may also want to clarify the process for reviewing document drafts; for example, a request to incorporate potentially conflicting feedback from eight separate committee members means something very different to the evaluator’s time than addressing feedback collated by the contract manager.
All contracts should have some sort of exit clause. Not all projects run smoothly, so it’s best to have guidance for how either party can end the contract. Define how much notice must be given, and how the evaluator will be compensated for work completed.
Termination clauses often list several different scenarios that are grounds for termination, such as contractor bankruptcy, non-compliance with contract terms, refusal to perform services, or even contractor death.
8. Non-competition and Non-Solicitation
The evaluator will be in a position of confidence, accessing information that is not publicly available and potentially sensitive. This clause can define the contractor’s obligation to refrain from using the organization’s confidential information to further their own business interests.
Be sure to outline the evaluator’s responsibility to keep the organization’s information confidential and secure. This clause may reference a separate confidentiality agreement or constitute an agreement to protect confidentiality on its own.
10. Intellectual Property/Ownership
The evaluator will likely be producing data collection tools and knowledge products as part of the contract – who owns these materials? Who can use them, and under what circumstances? Survey tools, for example, may be developed exclusively for this contract – do they belong to the evaluator or the organization that hired them?
In this section, you can also indicate how evaluation reports should be referenced, or whether the evaluator can share reports with potential new clients as work samples.
11. Dispute Resolution
Describe the process to be followed in case of any disputes. Will a third party be engaged to remediate? Or are there existing internal processes to be followed? In our experience, formal disputes are rare, but this clause will provide guidance should any arise.
12. Assignment and Subcontracting
Assignability clauses outline whether and when a contract can be assigned to another entity. If the evaluator determines they are unable to undertake the work as described, can they hire another firm or individual to complete it? Many evaluation contracts are non-assignable – after all, the organization has selected the evaluator they thought best for the job. Based on past experiences, they may be wary of a “bait and switch” situation.
Subcontracting a portion of the work (for example, transcription, data entry, or data collection at a remote site) may be perfectly reasonable – just be sure to clarify when subcontracting arrangements may be made, and whether the evaluation commissioner has a role in approving the firm or individual being subcontracted.
13. Other Legal Bits
Most contracts will have several other clauses that are relatively immaterial to the evaluation work, but important for legality. These include standard clauses on interpretation, “entire agreement,” enurement, unenforceable terms, and limitation of liability. For these sections, be sure to have your lawyer provide or review some text.
The final piece! Provide space for each party to sign, along with their name, role, and date.
15. Final Copies
In our experience, most contracts are signed digitally rather than on paper. But if your contract requires physical copies, clarify which party will hold the original, or whether two original copies must be signed and held by each part.
PRO TIP: If you don’t already have a relationship with a lawyer, ask your business-minded friends for a recommendation, or try a service such as Upwork or UpCounsel to find short-term support.
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