To improve the role definition of individuals involved with our key partnership relationships a three layer organizational model is proposed. Although the model appears complex at first, the intercompany partnership relationship can best be managed by breaking the relationship into manageable pieces.
The proposed model defines conditions that must be present within a partnership. Components of the model are:
Purpose: Defines what the partnership is trying to achieve and why the partnership exists.
Direction: Defines how the partnership will get to the desired state.
Regulation: Defines how the partnership will stay on track
Capability: Defines the resources required to achieve the partnership purpose.
Values: Defines the underlying beliefs that must be common to both organizations before a partnership relationship can be developed.
These five conditions have to be present in all the work the partnership encompasses. To break the work up into pieces that best utilize the time of all levels of management involved, three groups are utilized: top management, steering, and project-specific teams.
The top management team creates the atmosphere in which the relationship can grow. It defines the increasing business purpose it shall achieve. These concepts and guidance are contained in written statements of vision, strategy, commitment, and growth.
A steering team focuses on creating and directing projects within the scope of the relationship as top management defines and changes it over time. This group communicates its intentions via mission, plans, conformance, and sustain statements which are consistent with top management’s statements. The steering committee is also accountable for ensuring mission, plan, conformance, and sustain statements are understood by both organizations.
The project-specific teams carry out projects of business interest to both corporations. Their behavior and business results are measured against the standards set by the written statements of the top management and steering teams. They measure their progress against written project plans and statements of project goals, methods, controls, and manning. An outline is shown in the PDRC Model of Management Roles and Responsibilities.
1. TOP MANAGEMENT TASKS
Top management must ensure that the values and beliefs of both organizations are so similar that a partnership relationship can be created, sustained, and grown. Three components to be checked are the corporation’s basic values, competitive performance/cost positioning, and ROI expectations. A partnership will fail if these three components are not matched in the partners.
To provide for partnership growth, Top Management must create a vision of the partnership. It defines a reason for being. It answers the following questions: What is the partnership trying to achieve? Where is the partnership going? Why does the partnership exist? What are the overall business aspects of the partnership? What is the desired communication behavior? How will conflict and its resolution be handled in the partnership environment? How shall the leaders motivate and energize partnership associates?
After creating the vision, Top Management shall create corresponding strategies. Each will define pathways to enhance the partnership’s relative competitive position. The strategies will be focused outward and be market related. They define how the partnership will get to the desired state. From the strategies Top Management will create corresponding statements of Commitment. These statements explain to others in each organization how Top Management will audit and keep the partnership on track. The question of how Top Management will ensure the partnership is moving in the desired direction will be answered here.
Finally, Top Management will address Growth of the partnership. They shall state how each organization will put forth the resources required to remain proactive in the business environment, and how a greater and. faster response than competition can be achieved.
II. STEERING TEAM TASKS
The Steering Team will go through much the same exercise as Top Management, but addressing Mission, Plans, Conformance, and Sustain issues consistent with Top Management’s Vision, Strategy, Commitment and Growth statements.
A Mission statement will be created by the Steering Team. It defines why the different elements of the partnership exist and who is served by the proper handling of these elements. The statements are focused on the business environment, especially customers, suppliers, and other stakeholders in the partnership.
The Steering Team will develop Plans to implement Top Management’s strategies. They will define how the things identified by Top Management will be done, and in what order. These plans will include steps and schedules. Similarly, the Steering Team will develop conformance ideas corresponding to Top Management statements of commitment. These statements define in more detail how specific projects will be audited.
The Steering Team will be the group responsible for ensuring that the partnership can sustain itself. They will define resources required for the partnership to thrive over time and keep the partnership on track.
III. PROJECT TEAM TASKS
The Project Teams will be carrying out programs and projects consistent with the partnership vision, mission, strategies, and plans. Each Project Team will define goals for itself that contain specific, measurable targets.
The Project Teams will also define the procedures and processes that identify deviations within the partnership programs and projects. These control statements are focused inward. The Project Teams would also define the resources required to effectively do the day-to-day tasks they are charged with.
Since not everyone is familiar with Vision and Mission statements the following examples might be helpful. They are examples and not accurate or true statement.
Example Vision: To create release systems for psa’s which are not thermally cured, offering performance/ cost advantages markedly improved over existing materials/ processes. All work will create value to be shared equally among the parties. People involved in the partnership will be of the highest integrity.
Example Strategy: The R&D units shall transfer personnel to enhance and speed evaluation of new technologies. Divisional trials will be conducted in secrecy and with a sense of urgency.
Example Commitment: The progress of the partnership will be followed explicitly by the number of programs initiated, terminated, ongoing, and commercialized each quarter. The ratio of success to unsuccessful programs will be tracked. The behavior of personnel involved in the partnership will be evaluated by means of a “questionnaire” audited by top management.
Example Growth: Each corporation will provide the R&D and divisional resources, manpower, capital and expense dollars necessary to support specific programs. The objectives of these programs will be clearly stated.
Example Mission: To create for SID a novel release system capable of providing a unique performance/ cost position in personal care and automotive markets.
Plans: To create two project teams. One focused on step function changes in UV and EB technology. One focused on gas phase release systems. Timing for both would include· feasibility in one year, and commercialization in three years.
Example Resources: The teams will be comprised of a senior level and a junior level scientist/engineer. Additional personnel requirements will be reviewed once/qtr. Expense funding will be at the rate of $100M/person/year. Capital will be determined as it is required. Project teams will provide timelines and project status reports.
To better illustrate a Supplier Company Technical Partnership aimed at breakthrough or advanced next-generation improvements, the following EXAMPLE SUPPLIER PARTNERSHIP AGREEMENT is provided.
COMPANY and SUPPLIER have elected to further build on our existing partnership relationship. To this end, SUPPLIER has placed a senior technical representative, part-time, into the COMPANY Research Center (CRC).
This increased technical support is expected to increase the breadth and depth of materials capability available to COMPANY. Development and commercialization of unique products for both companies are expected results. Another expectation is that product customization and technology commercialization project development time will decrease. This is an experimental pilot program. Every effort is being made to ensure its success. Nonetheless, it may be terminated at any time, without explanation, by either party. The confidentiality of COMPANY, its customers, and its other suppliers’ proprietary information is being maintained. Any breach of this confidence will be cause for termination of the employee(s) involved, regardless of employer.
The following list contains potential issues as well as solutions associated with the presence of a SUPPLIER technical employee at CRC:
I. Possible conflict with other COMPANY suppliers.
The following safeguards are designed to protect confidential work being done with other COMPANY suppliers:
A. SUPPLIER employee’s visit at CRC will be limited to approximately one week per month to allow CRC development time with other suppliers.
B. While at CRC the SUPPLIER employee will make every effort to not knowingly come in contact with other supplier’s information. Therefore: 1. No notes will be taken of Pilot Plant or Analytical samples on any competitive project. 2. If materials and samples from competitors are accidently observed, no conveyance of their existence back to SUPPLIER is permitted. 3. Letter of intent from SUPPLIER’s V.P. for Technology to the SUPPLIER employee stating under no circumstances does (a) SUPPLIER want to receive such competitive information from this source, and (b) conveyance of such information is grounds for termination of employment. 4. COMPANY personnel will make every effort to not knowingly discuss any information deemed proprietary.
C. To lessen the impact on COMPANY’s other win-win supplier relationships every effort will be made not to create an issue of this relationship. Therefore:
1. No permanent name tags will be issued, only the customary visitor’s tag.
2. Discussions of our special relationship will be limited to Technical Groups and Top Management.
3. The above “OVERVIEW” information will be used to clarify our relationship to others who inquire.
II. SUPPLIER’s relationship with customers other than COMPANY.
A. COMPANY is not to aggravate other SUPPLIER customer relationships.
B. COMPANY will limit discussion of our special relationship to COMPANY Technical Group and Top Management.
C. The above “OVERVIEW” information will be used to clarify our relationship to others who inquire.
III. Conflict with our own proprietary development work.
Some of our proprietary technology, as well as our development programs, need to be protected. Examples are our developing technology, marketing strategy, and customer contacts. Prior to discussion of these subjects with the SUPPLIER employee, a CRC director will approve the content and spirit of the information exchange. A CRC director will also be extended an invitation to attend all meetings where such information will be discussed. It is intended this requirement be relaxed as the experiment proceeds and the relationship grows. Relaxation of the standard requires a CRC director and the SUPPLIER employee’s agreement. While at CRC the SUPPLIER employee will make every effort to not come in contact with COMPANY confidential information. Therefore:
1. No notes will be taken of Pilot Plant or Analytical samples unless they relate to performance or evaluation of SUPPLIER materials.
2. If COMPANY confidential materials and samples are accidently observed no conveyance of their existence back to SUPPLIER is permitted.
3. Letter of intent from SUPPLIER’s V.P. for Technology to the SUPPLIER employee stating that under no circumstances does (a) SUPPLIER want to receive such COMPANY information, and (b) conveyance of such information is grounds for termination of employment:.
IV. Conflict with our customers.
We frequently work with our customers under restrictions of mutual confidentiality agreements, explicitly prohibiting the disclosure of confidential information to third parties. This information must be protected. The SUPPLIER employee will be asked to immediately leave any meeting where such information is being discussed.
While at CRC the SUPPLIER employee will make every effort to not come in contact with COMPANY customer’s confidential information. Therefore:
1. No notes will be taken of Pilot Plant or Analytical samples on any competitive projects.
2. If COMPANY customer’s confidential materials and samples are accidently observed, no conveyance of their existence back to SUPPLIER is permitted.
3. Letter of intent from SUPPLIER’s V.P. for Technology to the SUPPLIER employee stating under no circumstances does (a) SUPPLIER want to receive such COMPANY customer information, and (b) conveyance of such information is grounds for termination of employment.
4. SUPPLIER will sign non-disclosure agreements with COMPANY customers if required.
Our programs will inevitably call for the presence of COMPANY researchers at SUPPLIER facilities. The guidelines established above will also apply to the activities of a COMPANY employee at a SUPPLIER location.
VI. The scope of SUPPLIER’s involvement and related costs.
The SUPPLIER employee’s involvement should include an advisory role, an “identifier of SUPPLIER resources” role and an active researcher role. SUPPLIER will bear the costs associated with their employee and trials at SUPPLIER locations. COMPANY will bear the costs of trials at CRC and COMPANY plants (current practice).
VII. Reporting arrangements and accountability.
An CRC director or his designate will coordinate the SUPPLIER employee’s activities. A CRC director or his designate will also be responsible for adhering to the mutually agreed upon guidelines and maintaining confidentiality on both sides.
VIII. Assignment, ownership, and exclusivity related to intellectual property (“Mutual Rewards”).
Patentable inventions are the intellectual properties of those who can document their conception. Therefore, it will be important for both COMPANY and SUPPLIER people to keep accurate, dated, and properly witnessed notebooks. It is possible that some ideas will be jointly arrived at and become joint intellectual properties of co-inventors from both companies. Each party will keep the other informed as any intellectual property rights art pursued, be these joint or independent. Jointly developed ideas assigned to either party will be held for the exclusive use of each party for a period of five years from the first occurrence of either (1) a date agreed upon by COMPANY and SUPPLIER, or (2) the termination of this agreement. They will not be licensed to third parties without the consent of both parties for this same five year period. In the event one of the parties is unable or unwilling to support the other party’s potential business levels, after a one-year period, the parties will negotiate, in good faith, compensation to be received by the party not fully participating. This compensation shall, in no case, put one of the parties at a competitive disadvantage. Jointly developed ideas will be considered as those that a person would not have created without exposure to the information provided by the other party. The assignee is responsible for obtaining the patent and maintenance of the patent once issued. The assignee is also responsible for enforcing the patent against others. If one party elects not to file, cause to issue, maintain, or defend a patent, its rights are forfeited to the other party to pursue.
This arrangement t can be terminated at any time, without explanation, by either party. Renewal and changes will be formally discussed once per year.