Newport Management Administrative Services Agreement - Research Paper Example

? Contract Analysis Table of Contents I. Newport Management Corp. Administrative Services Agreement 3 A. Performance 3 B. Quality 3 C. Financial Compliance 4 D. Compliance and Risk Management 4 II. CoreLogic Tax Outsourcing Service Agreement 5 A. Performance 5 B. Quality 5 C. Financial Compliance 6 D. Compliance and Risk Management 6 Works Cited 7 I. Newport Management Corp. Administrative Services Agreement A. Performance Company performance, company here referring to Newport Management Corp., is stipulated under the obligations of the Company in section 2, and can be construed as the deliverables against which company performance is to be measured. This is mainly in the area of insurance records processing, where the company is essentially the provider of insurance administrative services, hence the contract name. It is a services agreement entered into between the company and Citi Loan Services. Performance for the servicer, which is Citi Loan Services, on the other hand, is measured against its obligations, stipulated clearly in the contract as well. This includes exclusivity of the engagement on the part of the Servicer, whereas the contract is non-exclusive for the Company (Newport Management Corp.). B. Quality The provisions in general are adequate and provide termination and escape clauses for non-performance as well as for breach of contract terms. Performance quality is measured in terms of compliance with the obligations on both sides. There are representation clauses too, as well as privacy and confidentiality clauses and audit clauses that offer substantial legal protection for both parties in those areas. There is a set period of three years for the contract, and terms for a yearly renewal, as well as termination clauses. The indemnification and arbitration clauses are detailed and comprehensive, and cover many substantial areas of potential dispute. Quality standards for service are also clearly stipulated in the Appendix, Appendix D, giving the servicer concrete metrics with which to gauge the quality of service provided by the Company. There are clauses too that strictly define the terms of indemnification and the limitations on potential liabilities on the part of both parties. (Newport Management Corp.). C. Financial Compliance ' Financial compliance clauses are stipulated under fees, and in the provisions relating to performance and to termination, arbitration, and audit clauses. All these are premised on servicer complying with the financial terms of the agreement, where the Company gets a fixed fee for every processed insurance item. The clauses on arbitration provide another means to further reinforce or to clarify contract terms relating to financial compliance and other matters of interest to both parties (Newport Management Corp.). D. Compliance and Risk Management ' The limitation on liability is an express clause that provides a level of risk protection for both parties in the case of legal disputes arising out of the activities of either or both. This is a way for both parties to manage the risks of engaging with one another, together with the clauses on representation. On the other hand, the indemnification, arbitration, confidentiality and privacy as well as security, audit, and standard metrics for measuring performance all reinforce the safety of the undertaking and secure compliance from both parties, while mitigating the risks of harm to both in the event of breach of contract. In all the detailed coverage of these aspects of the contract add to managing the risks of entering into the agreement for Newport and Citi Loans, while providing provisions to make sure that both perform their obligations under it (Newport Management Corp.). II. CoreLogic Tax Outsourcing Service Agreement A. Performance There are few provisions for securing the performance of the customer where the customer is in breach of its obligations. There are no explicit clauses that define what the obligations of the customer are under the contract, and where the penalties for non-performance of financial obligations, those penalty clauses do not indicate methods for enforcement. The absence of arbitration clauses also means that in the event that the customer interprets contract terms differently from CoreLogic, the contract does not cover which way the arbitration process will go. Also, because the fees for some of the services are not specified for levels of activities exceeding certain threshold levels, there are few avenues open to CoreLogic for securing the performance of the customer relating to those parts of the engagement. The same holds for indemnification, termination, and even the obligations on the part of CoreLogic. This is an area that can be improved (CoreLogic) B. Quality The overall organization of the contract and the language can be improved so that the obligations of both parties are clearly stipulated, and so that there are more mechanisms to measure performance and to enforce performance, or to seek redress for non-performance and non-compliance with the terms of the agreement. There are many areas relating to the pricing of the services that are left hanging, and this reflects poorly on the overall quality of the drafting of the agreement and the overall quality of the contract. The lack of explicit sections on arbitration is also a weak link that detracts from the enforceability of the contract terms (CoreLogic). C. Financial Compliance There are many areas in the contract where CoreLogic's pricing for its services are not defined past certain transaction volumes and levels of performance. This limits the ability of CoreLogic to secure the compliance of the customer relating to the financial aspects of its obligations. The contract furthermore leaves the possibility of disagreements in pricing later on, where the engagement goes into areas not covered by the agreement, such as certain transaction volumes being reached, necessitating the need to amend or to enter into subsidiary agreements. This presents an area that the customer may exploit in its favor when interpreting the financial aspects of the agreement, when the agreement comes into force (CoreLogic). D. Compliance and Risk Management ' The absence of an arbitration clause puts both parties, and potentially CoreLogic, in the position of being vulnerable to the customer interpreting certain aspects of the agreement in its favor, especially with regard to the financial performance aspects of it. The lack of a clearly defined arbitration process is a risk area for both parties, because then this becomes part of the areas that can be disputed if the engagement goes sour and the parties go into litigation. Moreover, the absence of clearly defined and well written clauses relating to the obligations of the customer presents problems for enforcing and securing the performance of the customer under the contract. Overall, these are areas that present risk and that can be better managed through their proper coverage in an improved contract (CoreLogic). Works Cited CoreLogic. “Tax Outsourcing Service Agreement”. Newport Management Corp. “Administrative Services Agreement”. Read More