In any contractual relationship, clarity is currency. While contract managers often focus on internal obligations, true execution excellence requires understanding what’s happening on the other side of the agreement. Knowing who does what, when, and why – on the counterparty’s side – is essential to managing risk, resolving issues, and driving performance.
Here are ten disciplined, practical ways contract managers can gain insight into the roles and responsibilities of the other party, across sectors and contract types.
1. Review the Organizational Structure Provided During Onboarding
Many vendors, partners, and grantees provide an org chart or team overview during onboarding. Don’t treat this as a formality – study it. Understand who owns delivery, who handles compliance, who manages invoicing, and who escalates issues. This map becomes your navigation tool throughout the contract lifecycle.
Example: In a construction subcontract, knowing the difference between the site foreman, project manager, and safety officer helps you route issues correctly and avoid delays.
2. Ask for a Roles and Responsibilities Summary During Kickoff
Make it a standard practice to request a written summary of the counterparty’s internal roles tied to the contract. This document should clarify who is responsible for deliverables, reporting, approvals, and communications. It’s especially useful in multi-party or consortium agreements.
Example: In a higher education research grant, knowing which institution handles budget reporting versus publication rights avoids confusion during audits.
3. Use the Contract Briefing Document to Surface Counterparty Roles
If your organization uses Contract Briefing Documents (CBDs), include a section that outlines the other party’s key roles. This ensures internal stakeholders understand who to contact externally for specific issues and obligations.
Example: In a healthcare vendor agreement, the CBD might list the vendor’s compliance officer, account manager, and technical lead – each tied to specific clauses.
4. Clarify Roles During Clause Negotiation
During negotiation, pay attention to clauses that imply responsibilities on the other side – such as reporting, approvals, or performance metrics. Ask who will fulfill those obligations and how. This not only improves clarity but also strengthens enforceability.
Example: In a technology SaaS agreement, if the vendor is responsible for quarterly uptime reports, confirm who generates them and who reviews them internally.
5. Observe Communication Patterns Post-Award
Once the contract is active, pay attention to who responds to what. Patterns emerge: one person handles logistics, another handles billing, and a third handles compliance. Document these observations and update your internal guidance accordingly.
Example: In a retail supplier relationship, you may find that promotional timelines are managed by one team, while returns and credits are handled by another.
6. Attend Joint Governance or Performance Meetings
If your contract includes joint governance, performance reviews, or steering committees, attend them. These meetings reveal who speaks to which issues, who has decision-making authority, and who is accountable for results.
Example: In a public sector outsourcing contract, quarterly governance meetings may show that the vendor’s operations lead owns service delivery, while the legal team handles escalations.
7. Request Escalation Paths and Contact Protocols
Ask the other party to provide a formal escalation path and contact protocol. This should include names, roles, and preferred channels for routine issues, urgent matters, and contractual disputes. It’s a simple but powerful tool for managing expectations.
Example: In a financial services data agreement, knowing who to contact for breach notifications versus invoice disputes ensures timely and appropriate action.
8. Monitor Deliverable Submissions and Task Ownership
As deliverables come in – reports, invoices, certifications – note who sends them and who signs off. This reveals internal ownership and can help you identify gaps or bottlenecks on the other side.
Example: In a utilities maintenance contract, if safety certifications are consistently delayed, knowing who owns that task helps you address the issue directly.
9. Use CLM Software to Tag External Roles
If your Contract Lifecycle Management (CLM) system allows metadata tagging, include external roles in the contract record. This creates a searchable reference and helps internal teams route communications effectively.
Example: In a shared services SLA, tagging the vendor’s service lead and escalation contact ensures that helpdesk teams know who to reach when performance dips.
10. Build Relationships Through Strategic Engagement
Beyond documentation and systems, build rapport. Schedule informal check-ins, attend joint training, or invite the other party to internal briefings. These interactions foster trust and reveal how their teams operate, prioritize, and communicate.
Example: In a higher education consortium, informal engagement with partner institutions helps clarify who owns grant compliance, student data, and academic reporting.
Final Thought: Clarity Drives Performance
Understanding the other party’s roles and responsibilities isn’t just good practice – it’s essential governance. It enables faster issue resolution, stronger collaboration, and better contract outcomes. For the contract manager, this insight transforms reactive management into proactive stewardship.
Contracts are relationships. And relationships thrive on clarity. When the contract manager knows who’s doing what on the other side, they become not just a manager – but a strategic partner in execution.
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