Managing Change in Long-Term Commercial Agreements: Provisions for Mitigating Risk, Preserving Contractual Durability

Parties to long-term commercial agreements understand the inevitability of change occurring over the long arc of the relationship. Whether anticipated or unforeseen, any variation from the conditions at a contract’s execution inserts additional risk that must be appropriately allocated to avoid forfeiting the considerable time and resources invested in the transaction.

Potential changes in regulatory or legislative conditions, internal policy provisions, or expansion of the original scope must be anticipated and met with well-considered processes for accommodation into the contractual framework. Transactional durability rests on counsel’s preparedness to effectively incorporate risk-mitigation provisions that afford parties the flexibility to manage change in a manner that preserves both relationship and resources.

Listen as our panel of seasoned practitioners provides insight into how parties can limit exposure in the face of shifting costs and responsibilities and incorporate change management provisions that protect contractual integrity.

1. Change management in long-term agreements
   1. Anticipated changes
   2. Unforeseen changes
   3. Emergency changes
2. Procedural considerations
   1. Mandatory contractual changes
   2. Permissive contractual changes
   3. Documentation and implementation
3. Dispute resolution and management

The panel will review these and other relevant issues:

• How can parties effectively negotiate and implement change management mechanisms in a long-term transaction?
• What are the procedural considerations to limit parties’ exposure for changed conditions?
• What measures should counsel consider to manage disputes that may arise from failed change management procedures?