CONTRACT REVIEW AND APPROVAL POLICY AND PROCEDURES

 

Scope

 

This policy is applicable to all Vince employees and consultants who wish to do business or transact with business partners and vendors.  This policy may be amended from time to time by Legal with CEO approval.

This policy and procedures shall not apply to certain wholesale suppliers and fabric vendors and factories that sign up through the factory portal (if not, please contact Legal) and freight documents other than the master agreements.  Please contact Legal if your project falls under one of these exceptions.

 

The General Rule

 

No one at Vince (whether you are an employee or consultant) can enter into a business relationship, sign a contract or transact with business partners and vendors, without first obtaining approval from your manager, Finance and Legal.

 

All contracts must be signed off by Finance and Legal, as evidenced by the attached contract sign-off sheet (Exhibit B).

 

This policy should be read in conjunction with the Delegation of Authority Policy.  The approval limits set forth in the Delegation of Authority Policy govern the vendor setup authority and the contract signing authority.

This policy may be revised from time to time by General Counsel with CEO approval.

 

Contract Review and Approval Process

 

Step 1:   Identify potential business partner/vendor(s)

Step 2:   Before you share any business information with the potential partner/vendor(s), send them a form of non-disclosure agreement (NDA) to sign

  • Please contact Legal at contracts@vince.com to obtain a form of NDA
  • Please copy a member of Legal on your correspondences with potential partner/vendor(s)

Step 3:   Once you obtain a signed NDA and send to legal for records, you can start discussing potential business

Step 4:   Once you decide on a partner/vendor to work with, please partner with Finance to assess the business terms (which include, costs, payment terms, P&L etc.)

Step 5:   Once you partner with Finance, please contact Legal by emailing contracts@vince.com to start the contract process

Step 6:   Legal will determine whether you should reach out to the vendor to obtain their form agreement or if one of Vince legal forms can be used; see Exhibit A for the list of forms we currently have

Step 7:   Legal will negotiate all legal terms with the vendor

  • You will remain responsible for negotiating and getting proper approval for all deal terms and involving cross-functional partners; Legal is happy to facilitate meetings for documentation purposes

Step 8:   Once terms are negotiated, you obtain signatures from your manager, General Counsel (or designee of General Counsel communicated in writing) and CFO (or designee of CFO communicated in writing) on the contract sign-off sheet; see Exhibit B for the sign-off sheet form

Step 9:   You will then be responsible for obtaining the signature from the partner/vendor

Step 10: Once the partner/vendor’s signature is obtained, an authorized Vince person should counter-sign the contract; see Exhibit C for the signing authority

Step 11: Once you obtain the fully executed copy, send to the partner/vendor and Legal for records.  Please keep a copy in your files as well.  Legal will enter the significant terms in its contract tracking system

Policy updated: November 14, 2018

EXHIBIT A

We currently have forms for the following:

  • Non-disclosure agreement (See Step 2)
  • Consulting agreement (freelancers, part-time consultants, advisors)
  • Collective vendor purchase agreement
  • Trademark use authorization letter
  • Modeling agreement
  • Agreement to use third party content on social media
  • Photographer/Videographer agreement (services as a photographer/videographer OR sale of photographs/videos to Vince)
  • Influencer marketing/PR agreement (gifting; social media posting etc.)
  • Agreement to manufacture any custom VINCE goods as part of a new product assortment: e.g. perfume, eyewear; belts etc. or VINCE-branded goods for employees such as water bottles, iPhone covers or keychains
  • Agreement for co-branded goods or events with a third party
  • Agreement for small repairs and janitorial services for stores or office
  • International licensing and agency agreement

You will need to request from the business partner/vendor a form for the following:

  • Software user or license agreement
  • Most advertising and ecommerce agreements and all statements of work or insertion orders
  • Any agreement relating to EDI platforms or wholesale accounts
  • Financial agreement (credit card applications, etc.)
  • Freight pricing agreement
  • Recruiting/Staffing agency agreement
  • Terms for charity events or partnerships
  • Any other agreement not covered by our forms

EXHIBIT B

 

Contract Sign-off Sheet

 

Manager:             ___________________________ [Name], [Title]

Legal:                     ___________________________ [Name], General Counsel

Finance:                ____________________________ [Name], Chief Financial Officer

 

EXHIBIT C

 

In general, the signing authority is below:

  • Manager: $10,000 or less
  • Senior Managers and Directors: $25,000 or less
  • VP: $100,000 or less
  • SVP/EVP: $150,000 or less
  • C-Level: Anything over $150,000

Please also refer to Delegation of Authority Policy published by Finance on September 25, 2018