Clear and Concise Contractual Documents

When a procurement goes sideways, it's usually because someone misunderstood what the contract actually said. Clear and concise contractual documents use plain language and well-defined terms to minimize these disputes before they start. The federal government has recognized this reality and built specific guidance into its procurement framework.

How It Works

The Government of Canada Supply Manual addresses this directly in Section 6E-13, which outlines Departmental Plain Language Standard Procurement Templates. These templates aren't just suggestions—they're your foundation for creating agreements that both suppliers and contracting authorities can actually understand without a legal dictionary. The emphasis is on removing ambiguity while maintaining legal precision.

Clarity starts long before you draft the actual contract. Section 6B-1 of the Supply Manual details how to develop Standards, Specifications and Purchase Descriptions that form the backbone of your requirements. If you're vague about what you're buying at this stage, no amount of contractual language will save you later. You need to define deliverables, performance standards, and acceptance criteria in concrete terms that leave little room for interpretation.

In practice, PSPC and other departments layer their contracts with multiple documents—general conditions, special conditions, statements of work, and various annexes. When conflicts arise between these documents, the Task and Solutions Professional Services (TSPS) framework establishes a clear priority of documents. The wording that appears first on the priority list takes precedence. This hierarchy prevents the "but this other clause says..." arguments that can derail contract administration.

Key Considerations

• Template compliance doesn't mean blindly copying. Departments must adapt plain language templates to their specific procurement while maintaining clarity. A DND equipment contract needs different precision than an SSC IT services agreement, but both must be comprehensible.

• The Contract Planning and Advance Approval Process (Section 6E-14) builds clarity into early planning stages. Your Contract Request Forms should identify potential ambiguities before the solicitation goes out. Retrofitting clarity after award is expensive and often contentious.

• Plain language doesn't mean oversimplification. You still need legal enforceability and protection of Crown interests. The goal is removing unnecessary jargon, not removing necessary precision.

• Dispute resolution clauses only work if the underlying obligations are clear. If the parties are arguing about what "substantial completion" means, your dispute resolution mechanism won't help much. Define it upfront.

Related Terms

Statement of Work (SOW), General Conditions of Contract, Contract Amendment Request (CAR)

Sources

• Government of Canada Supply Manual - Official federal procurement policy and procedures

• Supply Manual - Departmental Plain Language Standard Procurement Templates - Section 6E-13 guidance

• Task and Solutions Professional Services (TSPS) - Priority of Documents - Framework for resolving document conflicts

The best contract disputes are the ones that never happen because everyone understood their obligations from day one. Invest the time upfront to make your documents clear, and you'll spend less time managing conflicts later.