Why Contracts Fail Without Change – and How Proven Frameworks Prevent It

Jim Bergman

In procurement and contracting, negotiation is only the midpoint. The true measure of success is ratification: when stakeholders formally approve and operationalize the agreement. Yet, even meticulously negotiated contracts can stall due to poor change management. To bridge the gap between agreement and adoption, organizations must embed structured change strategies – grounded in proven frameworks – into the contract lifecycle.

The Ratification Gap: A Change Management Problem

Contracts often falter post-negotiation due to:

  • Misaligned stakeholder expectations
  • Resistance to new terms, systems, or obligations
  • Lack of cross-functional communication
  • Inadequate training or onboarding

These aren’t legal or commercial failures – they’re failures to manage change.

Frameworks That Drive Ratification Success

Let’s explore how leading change management models can be applied to ensure contract ratification:

Kotter’s 8-Step Change Model

John Kotter’s model offers a roadmap for leading organizational change. Applied to contract ratification:

  1. Create Urgency – Frame the contract as solving a pressing business need (e.g., compliance risk, cost savings)
  2. Build a Guiding Coalition – Assemble cross-functional champions – legal, finance, operations – to support ratification
  3. Communicate how the contract aligns with strategic goals
  4. Enlist a Volunteer Army – Engage stakeholders through workshops and briefings
  5. Enable Action by Removing Barriers – Address system limitations, unclear terms, or training gaps
  6. Generate Short-Term Wins – Highlight early benefits (e.g., improved vendor terms, reduced risk)
  7. Sustain Acceleration – Use feedback loops to refine implementation
  8. Institute Change – Embed contract terms into systems, policies, and culture

    Prosci’s ADKAR Model

    ADKAR focuses on individual change, essential for stakeholder buy-in:

    • Awareness – Communicate why the contract is needed
    • Desire – Build motivation to support the agreement
    • Knowledge – Train stakeholders on terms and implications
    • Ability – Ensure systems and processes support execution
    • Reinforcement – Monitor compliance and celebrating adoption success

    This model is especially powerful in decentralized organizations or consortiums where individual ratification is required across units.

    Bridges’ Transition Model

    William Bridges distinguishes between change (external) and transition (internal). Contracts often fail because stakeholders haven’t emotionally transitioned:

    • Ending: Acknowledge what’s being left behind (e.g., legacy terms, vendor relationships)
    • Neutral Zone: Support stakeholders through uncertainty with clear guidance and training
    • New Beginning: Reinforce the benefits of the new agreement and celebrate ratification milestones

    This model is particularly relevant in high-stakes or politically sensitive negotiations.

    Case in Point: Frameworks in Action

    A U.S. public sector agency negotiated a multi-year IT services contract. Despite favorable terms, ratification stalled due to internal resistance and unclear implementation plans. By applying Kotter’s model (urgency framing, coalition-building), ADKAR (targeted training), and Bridges (transition workshops), the agency achieved full ratification within 45 days – while improving stakeholder satisfaction scores by 30%.

    Bottom Line: Change Management Is the Ratification Engine

    Contracts are not just legal instruments – they’re vehicles of change. Without structured change management, even the most strategic agreements risk rejection or delay. By applying proven frameworks like Kotter, ADKAR, and Bridges, procurement leaders can ensure that contracts are not only negotiated – but ratified, adopted, and sustained.

    Your thoughts?

    Unknown's avatar

    Published by Jim Bergman

    Jim Bergman is a commercial contract professional with global experience spanning the USA, Latin America, UK, Europe, China, South Korea, Japan, India, SE Asia, the Middle East, Africa and Australia. He has worked on a wide range of direct and indirect spend categories in numerous sectors, developing a deep knowledge of services, goods and technology procurement and sales. Across this wide array of commodity and services experience, Jim has found the keys to success in maximizing value for money through customer-supplier relationships founded on innovative category management and strategic sourcing practices, key performance metrics and measures, as well as Total Cost of Ownership principles and collaborative contracting tenets. He has shared his knowledge through advisory engagements, as well as in developing and delivering training programs both on-line and in classrooms, in both open-enrollment and internal environments. Jim has assisted his clients through all phases and steps of contracting, negotiation, strategic sourcing and bidding processes, demonstrating value generation in excess of $250 million. His audiences and clients have included over 7,000 attorneys and commercial professionals students from over 1,000 corporations and public-sector entities.

    Leave a comment