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POWER OF ATTORNEY N _____ for negotiating and signing the contract

Powers under this power of attorney may (option: cannot) be transferred to other persons.

<4>.

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Power of attorney to negotiate and represent interests

Negotiating is a responsible event. When it comes to a lucrative contract, the representation of the interests of the enterprise should be carried out by an elected entity. The powers to conduct negotiations are fixed by an appropriate written act. A trust paper for negotiating can be with or without the right to sign. The goals of negotiating can also be different: conclusion and signing of an agreement, repayment of debt on a loan, installment payments for an enterprise, and others. The range of issues raised by the conversation between subjects of law is unlimited.

Free legal advice:

Mandatory clauses of a power of attorney for negotiating

• Title - the name of the document at the top in the middle;

The most important thing in the design of an authorizing sheet is the literacy of writing, the completeness of representative powers. Grammatical errors will raise the question of invalidity of authority. Actions not indicated by a legal act may result in a denial of representative functions. Each action should be clearly regulated by the text of the content. It is permissible to introduce general formulations that allow one or another act to be performed.

Power of attorney to negotiate and sign a contract

acting ___ on the basis of _______________, hereby authorizes ____________________________________________________,

passport series ______, N _____, issued by _________________________________

"__" __________ ____, subdivision code _____________________________,

Free legal advice:

registered at: _________________________________, conducted on behalf of and in the interests of ______________________________________

The power of attorney is issued for a period of ____________ year(s) (years)<4>.

(Option if the power of attorney is irrevocable:

This Power of Attorney cannot be canceled before the expiration of its validity or can be canceled only in the cases provided for in this Power of Attorney (Irrevocable Power of Attorney).)

<1>A power of attorney that does not indicate the date of its execution is void (paragraph 2, clause 1, article 186 Civil Code Russian Federation).

<2>In accordance with paragraph 1 of Art. 185.1 of the Civil Code of the Russian Federation, a power of attorney for transactions requiring a notarized form must be notarized, except as otherwise provided by law.

Free legal advice:

<3>An irrevocable power of attorney must be notarized and contain a direct indication of the limitation of the possibility of its cancellation in accordance with paragraph 1 of Art. 188.1 of the Civil Code of the Russian Federation (Clause 2, Article 188.1 of the Civil Code of the Russian Federation).

<4>According to paragraph 1 of Art. 186 of the Civil Code of the Russian Federation, if the power of attorney does not specify the period of its validity, it remains valid for a year from the date of its execution.

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Free legal advice:

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The duties of the assistant secretary are quite diverse, and not the last place among them is participation in the negotiations conducted by the organization. In this article, we will consider a number of points aimed at ensuring this process.

Why is this needed?

Negotiations are a complex process during which participants (parties) with common and / or conflicting interests, in the process of face-to-face or correspondence discussion, try to achieve a mutually beneficial result. Both common and conflicting interests provide the reason and basis for negotiations. In the first case, the parties seek to reach an agreement on the synchronization and coordination of their actions in order to create a synergy effect. In the second, they seek to reduce losses from counteraction to their actions by developing a mutually acceptable compromise.

As part of business activities, in almost all negotiations, the company solves both problems. An illustration of this is the classic, although not always true, statement "everyone seeks to buy the best quality product at the lowest price and sell the worst quality product at the highest possible price."

There are many business schools that offer training in effective negotiation and preparation techniques. However, this process is of interest to us not so much from the point of view of achieving a positive result, but from a utilitarian point of view.

Leaving aside the main tasks of the negotiation process, the registration procedure has several basic goals. The first is the creation of a system to ensure a uniform approach to negotiating in the company. This is a complex process that includes both the formation of pre-contractual goals and the possibility of identifying one's own mistakes in the course of negotiations, as well as the creation of an archive that allows one to establish when, with whom, what the negotiations were about. The second is the formation of a pool of documents that make it possible to effectively draw up primary accounting documents (“write off”) for hospitality expenses. The third is the formation of a documentary base that makes it possible to justify the existence of an economic goal and a real economic transaction for tax purposes. The presence of documents fixing the fact and course of negotiations, if necessary, can serve as proof that the organization did not enter into transactions with a one-day firm, and in some cases, facilitate the process of investigating "kids" from unscrupulous counterparties.

First stage: preparation

Negotiations are not only "negotiations" at the round table. This is a complex process, and before the leaders personally sit down at the same legendary table and pick up fountain pens, their subordinates have a lot of work to do. We will omit the search and selection of counterparties with all the work that goes with them, since this is usually done by specialized specialists.

At the preparation stage, it is necessary to determine the boundary conditions for the company: the maximum (what needs to be achieved) and the minimum (after which negotiation becomes meaningless). This is all the more important if the negotiations are conducted not by the first persons of the company, but by subordinates, whose scope of authority is obviously limited.

From a psychological point of view (and this is noted by almost all business coaches), it is necessary to enter into negotiations with several “carrots” within the framework of secondary conditions that are not key for you, but, perhaps, are such for your counterparty. These conditions may not always be logical, but perhaps they are “historically” formed in the company and their change causes any organizational difficulties for the negotiating manager.

Let's imagine that preliminary work carried out. Two or three companies have been selected by the supply department, the basic parameters of the deals are known and discussed by the parties. There are a few key questions left. We will conditionally select three parameters of the transaction that require attention and discussion of the parties - price, delivery time and quality.

In some cases, negotiations require a strict agenda and rules of procedure, which are discussed before the meeting or directly at its first stage. Since negotiations are traditionally assumed to be an equal composition of delegations, it makes sense to specify the number of participants.

Based on the above, you can create a list of required documents, which will include:

• an order to organize the search for counterparties with the establishment of boundary conditions (Example 1);
• memorandum of the contractor with preliminary data on possible counterparties (Example 2);
• an order defining the parameters of negotiations with each of the counterparties and the agenda for negotiations (Example 3);
• letter of offer to the counterparty for holding a meeting (Example 4).

Example 1

Order on the organization of the search for a supplier

(Vector-North LLC)

ORDER

01.04.2013 № 45

Pos. derevyanka

On the organization of the search for a fuel supplier

In order to improve the efficiency of the organization when purchasing fuels and lubricants

I ORDER:

1. To the supply department under the leadership of the head of the department Sivolapov M.V. before April 15, 2013, conduct a study of fuels and lubricants in order to identify potential suppliers.

2. Determine the following requirements for supplier organizations:

- the availability of technical feasibility of supplying fuel and lubricants to the places of presence of the organization;

– presence in the fuel and lubricants market in the region for at least two years.

3. Define the deal parameters:

- the cost of fuel and lubricants, taking into account transportation, not more than a certain amount (Appendix No. 1 to the order);

- the possibility of supplying fuel and lubricants in accordance with the schedule of the organization's needs (Appendix No. 2 to the order);

– compliance of the quality of fuels and lubricants with the current state standards;

– payment procedure: with the maximum possible deferred payment or payment after the fact.

CEO Storozheyko S.S. Storozheyko

Acquainted with the order:

Sivolapov M.V. Sivolapov 01.04.2013

Example 2

memorandum

In accordance with Order No. 45 dated April 01, 2013, the supply department conducted a study of the fuel and lubricants market. It is established that the following companies meet the established criteria:

1. Society with limited liability Fuel Company "North-West" (Klyuchevaya St., 18, office 208, Petrozavodsk, Republic of Karelia, 185000).

2. Limited Liability Company "Petrozavodsk Fuel Company-Service" (Borovaya St., 12, building 1a, Petrozavodsk, Republic of Karelia, 185013).

3. Closed joint-stock company Karelian Fuel Company (5 Chapaev St., building 42, Petrozavodsk, Republic of Karelia, 185007).

The proposals and possibilities for the supply of the required amount of fuel and lubricants by the indicated companies have been studied. As a result, a number of issues have been identified that require more detailed study.

1. LLC "Fuel Company "North-West"":

– it is possible to receive a discount for the volume of delivery, and based on the terms of payment, the size of the discount is determined on an individual basis;

– in relation to the delivery schedule, the offer of the counterparty differs significantly from our requests. The conclusion of an agreement with this organization will require the availability of additional storage capacities on the territory of the organization.

I draw your attention to the fact that an additional financial analysis of the possibility of concluding an agreement with this organization is required, taking into account the significantly lower cost of fuel and lubricants than that of competitors. I ask you to set an appropriate task for financial management.

2. Limited Liability Company "Petrozavodsk Fuel Company-Service":

– discussion of additional guarantees of delivery (the company has been operating on the market for 2.5 years);

- discussion of the payment procedure. A delay of up to 30 days is possible.

3. Closed Joint Stock Company "Karelian Fuel Company":

- the cost of the goods is determined based on the terms of payment, it is possible to receive an additional discount if there are additional guarantees of payment;

- delivery schedule. The counterparty's offer differs from our requests. We are ready to discuss the schedule proposed by us, provided that we assume additional costs for the delivery of goods.

I draw your attention to the fact that additional financial analysis of the possibility of concluding an agreement with this organization is required. For a number of positions, the increase in the cost of goods from the limit value will be from 5 to 10% with a high guarantee of delivery on time.

Head of Procurement Department Sivolapov M.V. Sivolapov

Example 3

Order on the organization of negotiations

Limited Liability Company "Vector-North"

(Vector-North LLC)

ORDER

03.04.2013 № 49

Pos. derevyanka

On the organization of negotiations with LLC "Fuel Company "North-West""

In connection with the need to organize negotiations on the supply of fuel and lubricants

I REQUIRE:

1. Head of the supply department Sivolapov M.V. until April 25, 2013, organize negotiations with OOO Fuel Company Severo-Zapad.

2. Sivolapov M.V. in the course of negotiations, try to determine the terms of payment for the supplied products on terms of deferred payment for at least 15 calendar days. If it is impossible to achieve the establishment of a deferred payment, it is possible to agree on payment by letter of credit at the Severnaya Kazna bank or the North-Western branch of Sberbank.

Offer the counterparty an increased threshold of liability for violation of the delivery schedule for more than 3 calendar days. The upper limit of the position: a one-time fine of 10% of the cost of the lot and a penalty of up to 0.8% of the cost of the undelivered lot per day. The lower limit of the position: a one-time fine of 5% of the cost of the lot and a penalty of up to 0.3% of the cost of the underdelivered lot per day.

Determine the main terms of the transaction (Appendix No. 1), including the schedule for the supply of fuel and lubricants.

3. Determine the composition of the participants in the negotiations:

- Head of the supply department Sivolapov M.V.;

- Chief legal department Zuev S.V.;

- Assistant Secretary Buldakova T.V.

CEO Storozheyko S.S. Storozheyko

Acquainted with the order:

Sivolapov M.V. Sivolapov 04/03/2013

Zuev S.V. Zuev 04/03/2013

Buldakova T.V. Buldakov 03.04.2013

Example 4

Letter of offer to the counterparty for a meeting

Dear Semyon Mikhailovich!

Our company got acquainted with the terms of delivery proposed by you, which we find interesting. We suggest that you send authorized representatives to discuss certain terms of the contract. As part of the negotiations, we consider it necessary, first of all, to discuss the conditions and procedure for payment for the goods you supply. We send you a draft supply agreement. We are ready to listen to your wishes on its terms.

Sincerely,

CEO Storozheyko S.S. Storozheyko

Second stage: carrying out

Before starting the negotiations themselves, it makes sense to make sure that the representatives of your counterparty have the authority to conduct them. The only document capable of confirming them is a power of attorney (Example 5). A power of attorney can be issued both to represent interests during the discussion of the possibility of cooperation, and to conclude an agreement. In the second case, it is a more weighty document, incl. showing the high status of the persons participating in the negotiations.

Example 5

Power of attorney to negotiate

Limited Liability Company "Vector-North"

(Vector-North LLC)

st. Komsomolskaya, 3, of. 34, pos. Derevyanka, Prionezhsky district, Republic of Karelia, 185525

OGRN 1121040000773 TIN 1020176678 KPP 102001001

POWER OF ATTORNEY No. 3/01

April first two thousand and thirteen

Village Derevyanka

Limited Liability Company "Vector-Sever", OGRN 1121040000773 TIN 1020176678 KPP 102001001, represented by General Director Storozheyko Semyon Semenovich, acting on the basis of the Charter,

authorizes

Sivolapov Mikhail Vladimirovich (passport 34 45 No. 889900, issued by the Department of Internal Affairs of the Prionezhsky district of the Republic of Karelia on 08/01/2002)

represent the interests of Vector-Sever LLC during negotiations with Fuel Company Severo-Zapad LLC on the issues of concluding a contract for the supply of fuels and lubricants, with the right to sign the minutes of the meeting, memorandums and other documents fixing the results achieved during the discussion of controversial issues.

The power of attorney was issued without the right of substitution.

The power of attorney is issued for a period of three months.

Signature Sivolapova M.V. ______ Sivolapov ______ certify.

CEO Storozheyko S.S. Storozheyko

Most often, negotiations between two equal and mutually interested partners in the transaction are distinguished by a number of characteristic features:

• the process does not have a clearly defined structure and takes place without a presiding person;
• Besides general rules courtesy, there are no other deterrents during negotiations;
• the parties determine the agenda of negotiations in the course of their conduct;
• Negotiations do not always end in a positive outcome. The parties may decide not to agree to the conclusion of the transaction.

It cannot be unequivocally stated that these features are negative, but if they are expressed too brightly (for example, due to the high emotionality of the persons participating in them), then the multifaceted and multitasking nature of the negotiations turns into a complete mess. The result of such confusion in the discussion may be that the parties themselves do not fully understand what they agreed to during the negotiations.

To help avoid misunderstandings during negotiations, especially if they last several days or take place in several stages, the minutes of the meeting or the memorandum drawn up following its results can help. There is no single form for these documents. However, of course, they must have such basic details as the date, and possibly the time of the meeting, an indication of the place where it took place, and the names of the participants. As a rule, the minutes record not only the results achieved, but also the most significant provisions of the meeting.

Record keeping can be replaced by audio or video recording, but in this case there are a number of nuances. Firstly, recording is possible only with the consent of all those present, and such consent should be recorded in writing or by statements of each participant after the start of the recording. Secondly, the courts in the Russian Federation traditionally have a difficult attitude towards audio and video recording. Therefore, regardless of the conduct of audio or video recording, a final or interim memorandum must be drawn up at the end of each meeting. This is also necessary to avoid the problem of ambiguous interpretation of the verbal information that the parties exchanged during the discussion. As the name implies, the interim memorandum fixes the results of the current meeting, and the final one - the entire negotiation process as a whole. Moreover, if the protocol can be one-sided, i.e. compiled only for internal use in a company (although this is undesirable), then the memorandum must be signed by all participants (otherwise the meaning of drawing up a document is lost).

Third stage: fix the result

Unlike the protocol, the memorandum usually does not record the course of negotiations itself, but only the agreements reached by the parties (Example 6). It is worth noting that, depending on the powers of the parties involved in the negotiations, such agreements and the document confirming them have different legal statuses. So, if:

• persons having the right to conclude a contract participate in the negotiations;
• the intention to conclude a deal directly follows from the text of such a document;
• the document contains all the conditions that are essential from the standpoint of the current legislation for this type of contracts;

then such a document, from the point of view of its consequences, is a preliminary contract. In accordance with Art. 429 and paragraph 4 of Art. 445 of the Civil Code of the Russian Federation, if one of the parties subsequently evades signing the main document, then the other party has the right to demand its conclusion in court. If one of the above conditions is not fulfilled, then the documents do not give rise to legal consequences until the conclusion of the main contract. However, after its conclusion, in the event of a dispute, they can be used by the parties in court as one of the evidence in determining the true intentions of the party at the time of the transaction.

Within the framework of the organization itself, the document that completes the work on the negotiation process is traditionally the order or order of the head (Example 7).

Example 6

Memorandum

Start time of negotiations: 12.30. End time of negotiations: 14.30

Venue of the meeting: st. Komsomolskaya, pos. Derevyanka, Prionezhsky district, Republic of Karelia.

Present:

From Vector-Sever LLC

Head of the delegation: head of the supply department Sivolapov M.V., acting on the basis of a power of attorney dated April 01, 2013 No. 3/01.

head of the legal department Zuev S.V.;

assistant secretary Buldakova T.V.

Head of the delegation: head of the sales department Ivanova R.I., acting on the basis of a power of attorney dated February 20, 2013 No. 23.

Members of the delegation (without confirmation of authority):

legal adviser Samarin I.M.;

Ezhova A.V., Sales Department Specialist

Issues discussed:

1. The text of the draft contract for the supply of fuel and lubricants, provided by Vector-Sever LLC.

2. Conditions for guaranteeing compliance with the delivery dates specified in the contract.

3. Terms of payment for the goods.

The progress of the negotiations was recorded using a voice recorder (the record of the negotiations, the file “21042013.mp3” is stored in the audio archive of Vector-Sever LLC. A copy of the file was sent to the North-West Fuel Company LLC by e-mail: [email protected]).

Agreement reached:

Accept, taking into account the agreed changes, the draft contract for the supply of fuels and lubricants proposed by Vector-Sever LLC and recommend it for the conclusion of the contract. The agreed text, signed by the authorized parties, is attached to the protocol (Appendix 1 on 23 pages).

Determine that the guarantee of compliance with delivery dates is:

– a condition on unilateral withdrawal from the contract by the Buyer without applying any penalties to it;

– the establishment of the supplier’s liability in the contract, namely, in case of violation of the delivery time by more than three days, a fine is paid in the amount of 7% of the cost of the consignment of goods overdue for delivery and a penalty is paid in the amount of 0.6% of the cost of the consignment of goods overdue for delivery for each day delays.

Agree on the following terms of payment for the goods. Payment is made by non-cash in cash to the settlement account specified by the Supplier in the text of the contract, according to the following schedule: 30% of the cost of the consignment of goods is paid on the day the goods are handed over to the carrier for delivery to the Buyer. The remaining part (70% of the cost of a consignment of goods) is paid no later than 25 calendar days from the date of actual receipt of the consignment by the Buyer.

Signatures of the leaders of the delegation:

From Vector-Sever LLC

Sivolapov M.V. Sivolapov

From LLC "Fuel Company "North-West""

Ivanova R.I. Ivanova

Example 7

Order to continue the negotiation process

Limited Liability Company "Vector-North"

(Vector-North LLC)

ORDER

12.04.2013 № 60

Pos. derevyanka

On the continuation of the negotiation process

Due to the impossibility of achieving acceptable terms of the transaction with OOO Fuel Company Severo-Zapad

I ORDER:

1. Head of the supply department Sivolapov M.V. terminate negotiations with OOO Fuel Company Severo-Zapad.

CEO Storozheyko S.S. Storozheyko

Acquainted with the order:

Sivolapov M.V. Sivolapov 12.04.2013

A term that entered the economic practice of the Russian Federation in the 90s. and implying fraud (“acquisition of the right to another's property by deceit”), consisting in concluding a transaction with the aim of acquiring benefits from it, without fulfilling counter obligations. How interesting fact note that in explanatory dictionary" IN AND. Dahl indicated that in the Pskov and Tver dialects "kidkiy", "kidkiy" is synonymous with the word "greedy".

When it comes to a lucrative contract, negotiating should be carried out by an elected subject. A power of attorney template can be downloaded for free.

Negotiating is a responsible event. When it comes to a lucrative contract, the representation of the interests of the enterprise should be carried out by an elected entity. The powers to conduct negotiations are fixed by an appropriate written act. A trust paper for negotiating can be with or without the right to sign. The goals of negotiating can also be different: conclusion and signing of an agreement, repayment of debt on a loan, installment payments for an enterprise, and others. The range of issues raised by the conversation between subjects of law is unlimited.

Let's take a closer look at the document discussed on the page. The sample presented in the photo and on a special link shows how it should look like power of attorney to negotiate. The template can be downloaded absolutely free. legal document is made in writing and has a number of mandatory details. The form can be notarial and simple. It all depends on the requirements of the body that needs a trust list. A company representative must carry it with him in order to have full authority.

Mandatory clauses of a power of attorney for negotiating

• Title - the name of the document at the top in the middle;
• Place of registration, date;
• Details of the principal of the person representing the interests;
• A complete list of activities to be carried out individual. Here you can specify the list or write in general terms;
• Validity;
• The condition of sub-assignment or lack thereof;
• Signatures of the parties.

A power of attorney is a document that is issued by one person to another person for representation before third parties. With the help of a power of attorney, you can entrust someone with the performance of legally significant actions. A power of attorney to participate in negotiations is usually issued legal entity- it is drawn up and signed by the head with the appropriate authority. These powers may be provided for by constituent and other internal documents organization (for example, a power of attorney of the branch director).

How to draw up a power of attorney to negotiate

The power of attorney is issued in an arbitrary written form, certification by a notary public is optional. As a rule, the document contains the following data:

• date and place of compilation;
• names and passport details of the principal and representative;
• list of powers vested in the representative;
• the term for which a power of attorney is issued to negotiate without the right to sign;
• trustee's signature.

Please note: it is desirable to disclose in detail the powers of the representative in the document. This precaution can save you from litigation in the future. In the sample power of attorney for the right to negotiate, one should describe in detail the subject of the transaction that the representative is entitled to conclude, as well as indicate its main conditions.

Depending on the scope of authority, a power of attorney can be one-time, special or general.

How to cancel a power of attorney to negotiate without the right to sign

The principal has the right to cancel the written authorization at any time, and the representative - to refuse it. In order for the power of attorney to conduct negotiations without the right to sign to be terminated, the principal must draw up an appropriate application and notify the representative and all interested third parties about this.