The practice of concluding a contract, whatever it may be, is to comply with all its clauses and at the same time defend the interests of your company. That is why there are forms of additional agreements and a protocol of disagreements to the agreement.
In the process of making a decision, many questions arise: what to do, sign an agreement with a protocol of disagreements or make an additional agreement to it. What will happen if one party signs an agreement with disagreement if the other party does not sign them? What are the subtleties in the design of documents? When there is clarity in all these matters, then everything happens as you want.
Civil and business agreements
All conditions of the contracts are determined by agreement of the parties, of course, within the framework of the law. That is, there should be no contradictions. But the interests of the parties may not coincide. A party that has received an agreement already signed by the other party has the opportunity to sign it by drawing up a protocol of disagreements to the agreement. This is a proposal to amend certain clauses of the contract, which can be drawn up to almost any civil contract. Such a protocol is drawn up when one of the parties has already signed the contract.
It is important to understand the meaning of the protocol of disagreements. For example, there is a situation where you have not agreed with the supplier on the amount of the penalty in case of delay in payment for the goods. In the contract, the supplier does not limit its value, sends you the contract signed by him. You draw up a protocol and set your terms, offering to limit it to 10%. And send a copy of the contract to the supplier, as well as the protocol of disagreements to the contract, which he must sign and return to you. When the contract is signed by both parties with a protocol of disagreement (which may be signed and returned to you, or may not be signed), then the case is certain. In the practice of disputes, an option with a protocol of disagreements and 10% of the penalty will be considered.
In case of disputes, your proposals will be considered in arbitration in the protocol of disagreements, and they will have an undoubted advantage in the court decision. It is only important to remember one nuance. The contract is signed with a postscript: with a protocol of disagreement. Having received a contract with a signature, but without this decisive registry, just with the attached protocol, the other side can throw your proposals in the trash and say that they were not.
Government Contracts and Additional Agreements
The protocol of disagreements to the state contract is no different from other forms of contracts provided for in the Civil Code of the Russian Federation, as it is governed by the same legislative norm - the civil code. The presence of an annex to the contract of protocol of disagreements does not mean that an agreement has not been reached. Just some of its points can be changed using this legal procedure.
The protocol of disagreements to the additional agreement is unlikely to make sense as such for a simple reason: you are in negotiations, come to some kind of agreement, draw up an additional agreement to the agreement. And then, having received the agreement on hand, instead of signing it, draw up a protocol of disagreement. Such behavior is possible only when you no longer want to have any relations with this company and do not intend to work with them in the future.
As a rule, an additional agreement is signed after the conclusion and signing of the main contract; therefore, all items that go beyond the scope of technical issues are negotiated and agreed upon in advance, while the protocol of disagreements to the contract contains a change in the clauses of the contract under which the agreement has not been reached and the contract has not yet been signed one of the parties.