Contract Negotiation & Management Flashcards
7 cards from real CPP practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 7 Contract Negotiation & Management flashcards as text
A buyer is negotiating a multi-year supply agreement. The supplier demands a price escalation clause tied to a commodity index. The buyer should PRIMARILY evaluate:
Answer: Both A and C
A buyer should verify that the index reflects actual supplier cost drivers AND that the clause is bilateral — allowing price reductions when the index falls, not only increases.
Under the Uniform Commercial Code (UCC), a 'battle of the forms' occurs when:
Answer: A buyer's purchase order and a supplier's acknowledgment contain different or additional terms
UCC Section 2-207 addresses the 'battle of the forms,' which arises when a buyer's purchase order and a seller's acceptance contain differing terms, creating ambiguity about which terms govern.
A 'termination for convenience' clause benefits the buyer by:
Answer: Permitting the buyer to end the contract without cause, typically with compensation for work completed
Termination for convenience gives the buyer flexibility to end a contract without proving default, while obligating the buyer to pay for work already performed and allowable termination costs.
Which of the following BEST describes the 'zone of possible agreement' (ZOPA) in a negotiation?
Answer: The range between the buyer's maximum position and the supplier's minimum acceptable position where a deal can be reached
The ZOPA is the overlap between what the buyer is willing to pay and what the seller is willing to accept — if no overlap exists, no deal is possible.
A force majeure clause in a contract is intended to:
Answer: Excuse non-performance when extraordinary events beyond a party's control prevent fulfillment
Force majeure clauses excuse or delay contractual obligations when unforeseeable events outside a party's control — such as natural disasters, wars, or pandemics — make performance impossible.
A buyer wants to protect proprietary specifications shared with a supplier during bidding. The MOST appropriate pre-contract instrument is a:
Answer: Non-disclosure agreement (NDA)
A non-disclosure agreement (NDA) legally obligates the supplier to keep shared proprietary information confidential and restricts its use to the evaluation process.
Contract novation differs from contract assignment in that novation:
Answer: Substitutes a new party and fully releases the original party from obligations
Novation requires consent of all parties and completely substitutes a new party, releasing the original obligor from all further responsibility under the contract.