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Protocol of disagreements to the state contract under Federal Law 44. Subtleties of drawing up a protocol of disagreements to an agreement

Drawing up a protocol of disagreements is usually drawn up for various types of contracts. It records edits, corrections, adjustments made by either party to the document being signed.

Why do you need a dispute protocol?

The role of the dispute protocol is quite simple: at the contract preparation stage, to regulate the legal relationship between the supplier and the consumer in such a way that it satisfies the interests of both parties. Most often, a protocol of disagreements is in demand when companies use standard contracts, which, for obvious reasons, cannot be equally and fully suitable for all customers and partners.

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Some may have a completely reasonable question: why can’t the necessary corrections be made immediately to the text of the contract. It must be said that in the vast majority of cases this happens between organizations. However, if one of the parties uses a public agreement (offer agreement) registered in its accounting policies, disagreements can only be resolved in this way.

Who draws up the protocol of disagreements

As a rule, a protocol of disagreements is written by a representative of the company that is the client. It does not matter which employee will make the corrections; only one condition is important: this person must have sufficient qualifications and a certain level of knowledge in the field of legislation. Most often, this is the company’s lawyer or the head of the structural unit within whose competence this agreement falls. Sometimes the secretary can edit the text, but in any case, after drawing up the contract form, it must be submitted for signature to the manager or another person authorized to act on his behalf.

What edits can you make?

In fact, any amendments can be included in the protocol of disagreements - the main condition is that they do not contradict the current laws of the Russian Federation. In addition, it is advisable to verbally agree on them in advance with the other party.

Typically, the main points of the contract are not affected in the protocol; the corrections are partial (for example, the amount of the advance payment for goods or services, the delivery time, etc. changes).

Deadline for drawing up a protocol of disagreements

By law, the period for drawing up this document is thirty days. However, in practice this period is much shorter, since companies are usually interested in concluding an agreement as early as possible.

The contract can only be signed when both parties are completely satisfied with all the provisions of the contract. From the moment it is signed, all future disputes and disagreements regarding its content can be resolved in court (unless, of course, the parties are able to reach an agreement peacefully).

What if the other party does not want to sign the protocol?

Such cases are extremely rare - usually the counterparties manage to reach an agreement. But if it did happen, then the contract becomes invalid and is considered invalid or not concluded.

Rules for drawing up a protocol of disagreements

Today there is no unified, mandatory sample protocol of disagreements, so enterprises and organizations have every right to write it in any form or according to a template developed within the company and approved in its accounting policies. At the same time, regardless of which option is chosen, this document must include a number of necessary information:

  • date and place of its compilation,
  • number and date of the contract to which it is drawn up,
  • company names,
  • a complete list of points for which the adjustment is made (indicating the initial interpretation and the corrected version).

It should be noted that several protocols of disagreements can be drawn up for one agreement, until the agreement fully takes into account the needs of both parties.

Rules for drawing up the protocol

The protocol of disagreements can be written on a standard A4 sheet or on the organization’s letterhead - the second method is convenient because you do not need to enter the company details again. It can be written by hand or printed on a computer - this also does not matter.

The protocol must contain “live” signatures of the heads of both companies or their representatives.

It is not necessary to certify a document with a seal, since since 2016 legal entities have the legal opportunity not to resort to seals and stamps to endorse documents. However, if there is such a desire, the law does not prohibit it.

From the moment the protocol is signed, it becomes part of the main agreement, the text of which must contain a note that the agreement is valid taking into account this document.

A protocol of disagreements is drawn up in duplicate, each of which must be properly certified - further

  • one of them is transferred to the supplier of the product or service,
  • the second remains with the consumer.

After the protocol has been agreed upon, amendments are made to the agreement, and the document itself is transferred for storage to the enterprise archive.

Sample of drawing up a protocol of disagreements

  1. At the beginning of the document, its name is indicated, as well as the number corresponding to the document flow.
  2. Then a link is given in the form of the number and date of the agreement to which the protocol is drawn up.
  3. Next, enter the full names of the companies between which it is concluded.
  4. Below is the main part, designed in the form of a table, into which all the necessary edits are entered in order.
    • The first column contains the number of the paragraph or subparagraph (sometimes even indicating the paragraph) to which this correction relates.
    • The second column includes an excerpt from the original text, the third - its edition (i.e., an adjusted version).
  5. After all the necessary adjustments have been made, the document is signed by representatives of both parties, indicating their positions and transcripts of signatures.

Having received a draft contract, quite often the business entities that won the auction express their disagreement with some of its clauses. In this case, it is necessary to draw up a protocol of disagreements to the contract, with the help of which it is possible to correct the contract that has not yet been signed by the parties. You will learn below how to draw up a document of this kind when conducting a procurement procedure in the form of an electronic auction, without deviating from the norms of the law 44 Federal Law.

Making changes using the Dispute Protocol

If you beat your competitors at the auction, the customer is obliged to send you a draft contract, on the basis of which you will subsequently work. Quite often in practice one has to deal with the fact that the text of this document contains errors, typos, or simply inconsistencies that require correction.

Most often, changes that are reflected in the protocol of disagreements relate to the following points:

  • errors and inaccuracies of a technical nature;
  • punctuation, grammatical errors, and typos;
  • provisions that do not correspond to the notice regarding the auction, documentation, as well as the application for participation in this type of auction;
  • details of one of the parties to the contract, if they have changed from the moment of the auction to the moment of conclusion of the contract.

The essential terms of the contract that were stated by the customer and, by default, accepted by the entity that won the auction are not subject to change.

In the event that there are no disagreements regarding the terms of the contract, the business entity that is the winner of the electronic auction places the already signed contract on the electronic platform. A document is also attached here, which confirms that the auction winner has provided security for the contract.

Dispute Protocol Requirements

It should be noted that the protocol of disagreements to a regular contract differs significantly from a similar document, which is provided for by the norms of 44 Federal Laws.

The specified regulatory legal act establishes requirements for drawing up a protocol of disagreements during an electronic auction. In this case, it is understood that the customer is sent an electronic document that describes which of the conditions stated in the documentation and those set out in the draft contract do not coincide.

When drawing up a protocol of disagreements, the following must be taken into account:

  1. This document is drawn up in any form, but it should be taken into account that its text must comply with the general requirements for protocols of disagreements.
  2. Must include a direct indication of the discrepancy between the terms of the contract and the basic provisions of the documentation. In this case, it is the documentation that is taken as the basis (published with the announcement of the auction).
  3. The party who is its author signs the protocol of disagreements using an electronic signature (this responsibility is assigned to the person who has the right to sign the contract when the parties come to an agreement on all its points).

If you plan to draw up a protocol of disagreements for the contract, then you will not have to adhere to any requirements. In addition, you are not obliged to send the signed protocol or a scanned copy of it to the customer.

The main details of this document can be found in the table below.

No. Props name What information does it include?
1. Document type Indicate the name of the document - a protocol of disagreements, while specifying which draft contract this protocol is being drawn up for.
2. Date and place of document preparation The date is indicated in the format of day, month and year, and also indicates the city where this document was drawn up.
3. Preamble Information about the parties to the contract with clarification of the persons authorized to sign the document (for example, indicate the Limited Liability Company "Imperia" represented by director Andrey Viktorovich Nikanov)
4. Text of the protocol of disagreements Indicate the clause of the draft agreement that needs to be stated in a new wording, then indicate exactly how this point should be spelled out (Clause 4.6 of the draft agreement should be stated in a new wording)
5. Signatures of the parties Indicate the name of the position, surname and initials of the persons who are authorized to sign the contract and, accordingly, the protocol of disagreements.

How to conclude a contract if there are disagreements

The main condition for the winner in the event of disagreements is the need to draw up a protocol in which all the controversial nuances will be reflected.

Once this document has been completed, the following must be done:

  1. Sign it using an electronic signature and place it in the Unified Information System (if there are no disagreements, we perform the same manipulations with the draft contract).
  2. The customer is given 3 days (working days) from the moment the dispute protocol was posted to review it and make a decision. If the customer agrees with the new edition of the clauses of the contract, he adjusts it and then sends it again to the auction winner.
  3. The winner signs the project and places it on the electronic platform, then the customer must also sign it.

If the customer does not agree with your opinion, he explains why he does not sign the protocol of disagreement. In turn, the winner has the right to draw up a new protocol justifying his point of view.

Video about drawing up a protocol

To summarize, it should be noted that the protocol of disagreements to the contract under 44 Federal Laws gives the auction winner the opportunity to adjust the provisions of the contract (with the exception of essential ones). It is compiled in any form and posted on the electronic platform.


A protocol of disagreements is an electronic document with which the winner of a procurement can make changes to the draft contract that the government customer sent to him on the electronic platform. The need for a protocol of disagreements may arise at the stage of signing the contract. For example, you became the winner of a procurement, the customer sends you a draft contract for signing, but you see differences in it from the draft contract, which was originally contained in the tender documentation. In this case, the supplier cannot himself make changes to the contract and send it to the customer, which is where this form - the protocol - comes from. All changes to the contract are made only by the customer.

It is important to understand that only some terms of the contract can be corrected through a protocol of disagreements, for example: typos, inaccuracies (errors in details), technical errors, etc. Or you can correct those provisions of the contract that do not correspond to its original draft in the tender documentation. Essential aspects - advance payment, terms of payment, terms of execution - neither you nor the customer can change. If you find a discrepancy in the draft contract that the customer sent for signing with the draft contract included in the tender documentation, then this is a reason to contact the FAS.

Suppose you find an error, inaccuracy or discrepancy in the original draft of the contract. Prepare a protocol of disagreements in free form, then an authorized person of your company signs the protocol of disagreements with his electronic signature, and you send the protocol to the customer. Everything is in electronic form, through the interface of the electronic platform; no additional paper scans are required to be sent to the customer.

So, you have sent a protocol of disagreement to the customer. Then there are 2 possible scenarios:

  • the customer sends you a new version of the contract for signing, which takes into account your corrections;
  • the customer sends you a contract in the original version for signing + a separate document, which must contain a reasoned refusal to make your corrections.

Next, you can either sign the contract or contact the FAS if you believe that the customer refused to make changes to the draft contract unreasonably. This is where the PROFI service can help you. Using it, you can draw up a complaint to the FAS in such a way that it is not rejected on formal grounds and submit it online.

So, what should the supplier check first when he receives a draft government contract from the customer for signing? Check the compliance of the draft contract in the documentation with the version sent by the customer. Pay special attention to the contract amount. Also check that the terms of the contract you specified in the application are reflected in the draft contract.

Useful life hack: the dispute protocol can be used as a tool to gain additional time if the deadline for signing a contract expires and you do not have time to provide a bank guarantee. Of course, it’s better not to let it come to this. But if it comes to this, then you can play for time by sending the customer a protocol of disagreements with a formal reason and gain additional time (for example, ask him to put a comma where it is missing, or check the details).

Let’s finally talk about the regulatory deadlines prescribed by 44-FZ regarding the protocol of disagreements:

  • You can send a protocol of disagreements within 5 calendar days from the moment the customer posted the draft contract on the electronic platform;
  • within 3 working days, the customer finalizes and posts the revised draft contract, or posts the previous draft contract, indicating in a separate document the reasons for refusal to take into account your corrections;
  • after that you have 3 working days to sign the contract or appeal the customer’s actions to the FAS.

And remember: from July 1, 2018, you can send a protocol of disagreements only once (1 time supplier, 1 time customer).

The use of a protocol of disagreements when carrying out procurement in the form of an electronic auction is an important element of this procedure. The need for such a mechanism is due to the frequent need to make changes to the draft contract and to build some kind of dialogue between the customer and the winner at the stage of concluding the contract in order to clarify details.

Let us examine in more detail what a protocol of disagreements is, how and why it is used, and what nuances the customer should take into account when drawing up and sending this document.

Why is a dispute protocol needed?

One of the main features of procurement in the form of an electronic auction is that this procedure, throughout its entire length, eliminates the need for “live” interaction between the customer and the participant. Of course, in practice, nothing can prevent you from organizing a meeting or making a phone call, but contract law prohibits such negotiations.

At the same time, the procurement documentation contains only a draft of the future contract, which lacks a number of key data. When left blank, it is essentially just a template that needs to be supplemented with certain information. In this case, there is often a need to clarify or agree on any details or clauses of the contract.

It is for these purposes that the protocol of disagreements serves - to provide an opportunity to agree on and eliminate all existing shortcomings and disagreements at the stage of concluding a contract. It should be borne in mind that changes made are possible only within the framework permitted by Law no. Changing the essential terms is prohibited and is a violation.

How to draw up and send a protocol of disagreements?

The formation and direction of the protocol of disagreements is ensured by the mechanisms of the electronic trading platform on which the tenders were carried out and the contract was concluded. However, there are no uniform requirements for the form of this document. The protocol is drawn up in free form using the capabilities provided by the trading platform interface. As a rule, the possibilities are small and limited to composing text and attaching files - this is quite enough.

In practice, if it is necessary to send a protocol of disagreements, some customers draw up official letters signed by the head, scan them and send them to the winner through the trading platform website. This is not prohibited, but there are no mandatory requirements in this regard. The legal significance of the procedure for sending a protocol of disagreements in electronic form is ensured by the use of an electronic digital signature. Therefore, there is no need to write an official letter.

The procedure for sending a protocol of disagreements

Since only the customer has the opportunity to make changes to the text of the draft contract, the need to send a protocol of disagreements most often arises from the supplier. But technically the customer also has this opportunity.

As an example, we can consider a situation where the customer’s specialist incorrectly specified the details of one of the parties, and the supplier, in turn, signed the draft contract without noticing the error. Having discovered a defect, the customer must send the winner a protocol of disagreements, adjust the draft contract and re-send it for signature.

Time limits for exchange of protocols of disagreements

Meeting deadlines is an extremely important point in the issue of sending a protocol of disagreements. In order to make the first decision on whether to sign the draft contract or draw up a protocol of disagreements, the participant has five days. In the future, both the customer and the winner have three days to exchange documents. In this case, the total duration of such correspondence can be no more than thirteen days, after which the possibility of sending the next protocol and signing a contract will be blocked by the operator of the trading platform.

Evasion of contract

The issue of evading the conclusion of a contract in the context of the topic we are considering arises in two cases:

  • when a situation arises when the parties cannot reach a common decision on one of the clauses of the contract;
  • one of the parties is interested in the contract not being concluded.

In both cases, the exchange of protocols of disagreement is delayed, and this process goes beyond the scope of reasonable interaction.

When it becomes obvious to one of the parties that agreement will not be reached, the specialist should take care to send the final minutes in such a way that after the last day it remains unanswered. In this case, the party that has evaded concluding the contract will be the party that did not have time to sign the contract or send a protocol of disagreements.

It is worth adding that such an outcome will not save the parties from concluding a contract. As practice shows, the contract will be concluded, but under the close supervision of the supervisory authority.

Conclusion

Like many other provisions of contract law, the mechanism for sending a protocol of disagreements is only a tool in the hands of a specialist.