While the actual process of awarding the contract will be straightforward in many situations, for larger value and/or sensitive contracts, a considerable amount of time and effort may be involved. Irrespective of the particular circumstances, it is important that in finalising each contract all the required approvals are obtained and protocols followed. This involves making sure that all necessary matters are covered in the final contract; completing the drafting of the contract; briefing stakeholders as required; obtaining the required approval(s); and arranging for contract signing.

The contract constitutes the record, usually the full record, of an agreement between the two parties that is enforceable by law. In the majority of cases, a contract will represent the entire agreement. In this way the contract effectively supersedes all prior offers, representations, agreements and understandings, whether oral or in writing, relating to the contract. It is better practice for this to be stipulated in the contract itself, particularly in major contracts that are awarded as a result of a formal tender process.

In finalising a contract, the following documents, where available, should be used as a basis to accurately reflect the parties' agreement:

•  any records of agreements made during post-tender discussions or negotiations;

•  the documentation containing the acquiring entity's requirements as contained in its request documentation, including the draft contract terms and conditions; and

•  the tenderer's submission (response) which may include the tenderer's preferred terms and conditions.

The contract constitutes the record, usually the full record, of an agreement between the two parties that is enforceable by law.

Good Practice Tips: Contract drafting

It is generally not appropriate for the contract to include the successful tenderer's response in its entirety, particularly as such responses can often include a range of promotional and other material that is not directly relevant to the contract deliverables. It is important, however, that all elements of the response that have been used in arriving at the value for money procurement decision are included in the final contract. This will include the key deliverables and any other offers made in the tender response..

To avoid any misunderstandings it can be useful to include a precedence of documents clause in a contract that outlines the relative status of the contract and any additional documents that may be incorporated by virtue of them being expressly referenced in the contract. Where this approach is adopted it is also important that the language used in the various documents is consistent.

In circumstances where a contract is the confirmation of detailed and complex negotiations and exchanges of correspondence, it can be of benefit to both parties if the contract explicitly states that the contract provisions supersede and replace any previous agreements, understandings and commitments.