Acceptance

Act of an authorized buyer, by which thebuyer assents to ownership of existing andidentified supplies, or approved specificservices rendered, as partial or completeperformance of a contract. It must becommunicated and (in common law) mustbe the mirror image of the offer

AgencyA relationship whereby theprincipal authorizes another (theagent) to act for and on behalf ofThe principal and to bind theprincipal in contract.

Anti-Boycott Regulations

The U.S. Department of Commerce and the U.S.Department of Treasury both enforce regulatoryrequirements to prevent U.S. companies fromentering into foreign transactions that could beconstrued as supporting a foreign boycott against acountry that is friendly to the United States.Violations can result in fines, imprisonment and lossof their privilege to export.

As isA contract phrase referring to thecondition of property to be sold orleased, and generally pertains to adisclaimer of liability.

Bilateral and unilateral contractsA bilateral contract is one in whichboth parties make promises. Aunilateral contract is one in whichonly one party (promissory) makesa promise.

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Breach of contract The failure, without legal excuse,to perform any promise that formsthe whole or part of a contract.

Civilian Agency AcquisitionCouncil

Chair is appointed by the Administrator of GeneralServices. Remaining council membership includesrepresentatives from the Departments of Agriculture,Commerce, Energy, Health and Human Services,Homeland Security, Interior, Labor, State,Transportation, and Treasury; and from theEnvironmental Protection Agency, Social SecurityAdministration, Small Business Administration, and theDepartment of Veterans Affairs.

Common lawA body of law common to the wholepopulation, produced primarily by theefforts of the judiciary to harmonize theirdecisions with precedent decisions andchanges in law or regulation.

Compensable delayA delay for which the buyer iscontractually responsible thatexcuses the seller's failure toperform and is compensable

Condition precedent A condition that activates a termin a contract

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Condition subsequent A condition that suspends a termin a contract

Contract formationthe elements of offer, acceptance,mutuality of consideration,competent parties, legal subjectmatter, and mutuality ofagreement

Contract is executedwhen all parties have fully

performed their contractual duties(can also refer to both parties

signing the document)

Defense Acquisition RegulationsCouncil

Appointed by the Secretary of Defense.Remaining council membership includesrepresentatives from the militarydepartments, the Defense LogisticsAgency, and the National Aeronauticsand Space Administration

Discharge of a contractresults when the obligationsincurred by the parties when theyentered the agreement are excused,and the parties are no longer boundto perform as promised

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Export regulations

The Bureau of Export Administration (BXA), a federal bureau in theDept of Commerce, is charged with enforcing the ExportAdministration Regulation (EAR). The EAR governs the export ofcommercial goods and data, and the BXA controls such exports byissuing general and specific export licenses. Violations of theseregulations can result in civil and criminal penalties for the entireorganization, and loss of the organization's exporting privileges inthe future. It can also result in debarment from governmentcontracting. It is important to be aware of the applicable EARrequirements when entering into a contract

Express contract One in which the terms of thecontract are stated in words, eitherwritten or spoken

Federal Acquisition Regulations(FAR)

Principal source of contracting guidance within the federalgovernment and has been in place since April 1, 1984. It isprepared, issued, and maintained jointly by the Secretary ofDefense and the administrators of the General ServicesAdministration (GSA) and the National Aeronautics and SpaceAdministration (NASA) via two councils, who must agree to allrevisions proposed by either council. The Defense AcquisitionRegulations Council and the Civilan Agency Acquisition Council. Itis printed, published and distributed by the FAR Secretariat, whichis controlled by the General Services Administration.

Federal RegulationsApplicable directives and instructions issuedby the several departments and agencies thatestablish and implement acquisition polices.Examples include the FAR, agency FARsupplements, and Office of Management andBudget (OMB) circulars

Federal statutesApplicable laws enacted by the legislative branchand signed by the president that affect acquisition.Examples include the Armed Services ProcurementAct (1947), the Federal Property andAdministrative Services Act (1949), and theCompetition in Contracting Act (1984), and theFederal Acquisition Streamlining Act (1994).

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ForbearanceAn intentional failure of a party to enforce acontract requirement, usually done for an actof immediate or future consideration fromthe other party. It is sometimes referred to asa nonwaiver or one-time waiver, but not as arelinquishment of rights.

Foreign Corrupt Practices Act(FCPA)

Primarily concerned with the issues of bribery and other corruptpayments, as well as record-keeping and accounting provisions tofacilitate the review or audit of international transactions.Prohibits the payment or promise of payment of money or otheritems of value to foreign officials to influence or attempt toinfluence obtaining business, retaining business, or directingbusiness to anyone. Requires that reasonable record systems andall transactions and the disposition of assets are reflected.Requirements apply to domestic as well as foreign operations.

Foreign laws and customs

In addition to ensuring compliance with applicableU.S. laws and regulations, U.S. firms need to becomeknowledgeable regarding the myriad of foreign laws,regulations, customs, and practices that may impacttheir ability or desire to conduct business in foreigncountries. Care is required when dealing with or inforeign countries whose legal, political, business, andsocial systems are vastly different from our own.

Implied contractSometimes called "implied in fact,"is one in which the terms of thecontract are wholly or partlyinferred from conduct orsurrounding circumstances

International Traffic in ArmsRegulations

State Department's Office of Defense Trade Controls (DTC)controls all exports of defense articles, related technical data, andservices by issuing licenses and approvals. The U.S. MunitionsList, located in Part 121 of the ITAR, details the items subject toDTC control. Also provides instructions on the procedures andtypes of licenses required. Violations can result in substantial civilfinds; willful violations can result in criminal penalties includingup to 10 years of imprisonment and fines up to $1 million.

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A legally binding contract containsthe five following elements

1) two or more parties that have the capacity tocontract;2) agreement, including offer, acceptance, and mutualassent;3) somthing of value changes hands between theparties;4) must be for a legal purpose;5) must be in correct form

Novation agreementLegal instrument executed by the seller(transferor), the successor in interest (transferee),and the buyer, by which the transferor guaranteesperformance of the contract, the transfereeguarantees performance of the contract, and thebuyer recognizes the transfer of the contract andrelated assets.

Offer A legally binding promise, madeby one party to another, to enterinto a contractual agreement

Quasi contractSometimes called "implied in law",are obligations imposed by law toprevent the unjust enrichment ofone person at another's expense.

Robinson-Patman Act

Makes it unlawful for any seller engaged incommerce to directly or indirectly discriminate inthe price charged purchasers on the sale ofcommodities of like grade and quality where theeffect may be to injure, destroy, or preventcompetition with (a) any person who grants orknowingly receives discrimination, or (b) thecustomer of either

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Sarbanes-Oxley Act (SOX)

Signed into law 7/30/02, creates requirements to prevent companiesfrom accounting for profits not realized in an effort to portray valuewhere none exists. Had a significant impact on the accounting practicesof nearly all public companies doing business in the U.S. Indirectly, hada significant impact on contract management functions as well. BeforeSOX, many companies did not have standard practices for contractcreation or management. Now, firms can no longer be "laissez faire" inhow they create, record, and manage contracts. A mini-industry forcreation and implementation of contract management software systemshas boomed. Had a disproportionate impact on commercial companiesversus those who do business with the federal government.

TradeLaw in the U.S., including the Robinson-Patman Act, unfair-trade laws, fair-tradelaws, and other legal and regulatoryrestrictions on the conduct of business,especially with respect to pricing.

Uniform Commercial Code

Uniform law governing commercial transactions, developed by theNational Conference of Commissioners on Uniform State Laws and theAmerican Law Institute, which has been adopted by all states in the U.S.except Louisiana and is sometimes used to aid in the interpretation andenforcement of government subcontracts. Has several underlyingconcepts:(1) merchants are professionals in their field and should be held tohigher standards than a casual buyer; (2) every contract imposes anobligation of good faith in its performance or enforcement; (3) areasonable time for taking any action depends on the nature, purpose,and circumstances of such action

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