September 26, 2012
by Jennifer Marston
Proper version control is essential in procurement, where template use is common and multi-disciplinary project teams working concurrently under time pressure often assemble documents. Unless revisions are carefully tracked and integrated through an organized process, the final result is likely to include gaps and inconsistencies that will undermine certainty of terms and open the door to legal exposure. Version control systems allow organizations not only to track historical versions of documents, but to keep tabs on what has or hasn’t been incorporated into a current version during the development or revision stage.
Why version control is important
The following examples illustrate the kinds of version control issues that can plague procurement operations:
- An Invitation to Tender is almost complete and the technical specs need to be finalized and incorporated. The purchasing department forwards the draft to engineering, where an engineer inserts the specs. While doing so, the engineer inadvertently highlights a boilerplate paragraph and deletes it. Back in purchasing, a buyer checks to ensure the technical section has been incorporated, but doesn’t notice the deletion. If fact, no one notices the deletion until the bids all come in over budget. At that point, purchasing discovers that engineering accidentally deleted the tender cancellation provisions.
- A draft information technology RFP is circulated for review and edits. Someone in purchasing makes changes then passes it to the contact person in the IT department, who makes more changes and returns it to purchasing. The IT contact then circulates his version to the broader project team. Other team members proceed to make further changes to that version. Meanwhile, purchasing has sent the original version for legal review. Legal reviews the original, only to have to repeat its review a second time two days later when it learns of the further revisions made by the broader project team.
- A new buyer is certain the template she needs exists somewhere in the system but can’t find it. She asks her co-worker in purchasing to email it to her and then saves it in the system where she’ll be sure to find it. Two versions of the document now exist. When it comes time to update or revise the document, only one version is changed. Months later, when another new buyer needs the template, he unwittingly uses the outdated version.
These types of version control problems increase the risk of drafting errors and lead to duplication of effort, project delays and even litigation. They can be avoided by putting proper version control systems into play.
Version control techniques
While no single method of version control works for all organizations, the following tips can serve as a baseline for developing a version control policy:
- During the drafting process, one person should be assigned to “hold the pen” on each document. That person will be responsible for assembling the final draft and should personally input all changes into the master version of the document. The drafting of particular sections can be assigned to various departments but the person holding the pen should incorporate those sections.
- Only the person holding the pen should assign the document new version names. Any naming system is fine, as long as it’s clear (e.g. RFP Draft 1), but many organizations use a numerical system that distinguishes between major revisions (RFP versus 2.0) and minor revisions (RFP versus 2.1).
- When the master version of the document is circulated for review and comment, it should be saved in “read only” format to ensure changes can be made only after the document has been saved under a new file name.
- The person circulating a draft for review (usually the person holding the pen) should include instructions in the cover email asking recipients who intend to make electronic changes to save the file under a new file name that includes their name and the date of the changes (e.g. RFP Draft 1—changes by AB March 1).
- When a document will likely be used over an extended period and see multiple revisions, consideration should be given to maintaining a version control or change history table reflecting the dates of the various versions and the nature of any significant changes. The same kind of table can be used to track multiple concurrent versions of related documents.
While version control protocols may take advanced planning to implement, they pay huge downstream dividends in combating version drift, unnecessary duplication and the risk of errors and omissions. Procurement departments would be wise to integrate version control protocols into their drafting processes before critical situations arise. b2b
Jennifer Marston is a lawyer with the Procurement Law Office. She can be reached at firstname.lastname@example.org.