Manager of Contracts & Risk

Position Overview: FB Solutions Group is a contract-intensive business. Co-manufacturing agreements, international ingredient supply contracts, material agreements, customer master service agreements, Statements of Work, MNDA’s, Non-circumventions and distribution terms determine the economics of both operating companies, and the provisions inside them carry material dollar consequences: pricing and adjustment mechanics, duty and tariff allocation, minimum volume and take-or-pay commitments, quality and rejection rights, indemnification, and termination. The Manager of Contracts and Risk owns commercial contracting across FB Solutions Group and its operating companies. This position serves as the first and, in most cases, the final internal reviewer of counterparty paper. The Manager independently drafts, redlines, and negotiates commercial agreements against an established playbook, engages directly with customer and supplier counterparts, and retains outside counsel by exception rather than by default. The Manager works directly with the sales team and commercial leadership at both operating companies, serving as their contracting partner from term sheet through execution and holding the line on terms that protect margin when a transaction is under time pressure. The position also owns the contract management system and the company’s insurance documentation and renewal program. It reports to the Chief Financial Officer and partners closely with commercial leaders, procurement, finance, and operations leadership. Success requires sound commercial judgment, the discipline to maintain a reliable contractual record, and the willingness to hold a negotiating position under internal and external pressure. This role is designed for an experienced commercial or transactional paralegal, or a contracts manager of equivalent background, rather than a practicing attorney. FB Solutions Group retains outside counsel for litigation, regulatory, and specialized matters. Principle Duties & Responsibilities: Drafting and Negotiation:

• Draft, review, revise, and redline commercial agreements, including master service agreements, supply and purchase agreements, co-manufacturing and tolling agreements, customer and vendor agreements, brokerage and distribution agreements, statements of work, amendments, quality agreements, non-circumvention, and confidentiality agreements
• Lead negotiations with customers, suppliers, and other counterparties, exchanging redlines and driving agreements through execution without day-to-day supervision
• Own the company’s position on commercially material terms, including pricing and price adjustment mechanics, duty and tariff allocation, minimum volume and take-or-pay commitments, payment terms, title and risk of loss, quality specifications and rejection rights, indemnification, limitation of liability, insurance requirements, force majeure, and termination and renewal rights
• Establish and maintain the contract playbook, including standard positions, approved fallback positions, and defined escalation thresholds for each material term, applied consistently across both operating companies
• Develop and maintain the template and clause library so that standard documents reflect current commercial practice, pricing structures, and risk tolerance
• Escalate novel risk, regulatory exposure, and disputes to the Chief Financial Officer and outside counsel with a written issue summary and a recommended course of action

Commercial Partnership:

• Engage with sales, procurement, and operations early in the deal cycle so that commercial structure is resolved before agreements are papered
• Translate contractual terms into financial impact for executive leadership and deal teams, including the cost of a requested concession, the effective value of a liability cap, and the exposure created by a pricing formula under input cost volatility
• Support finance on revenue recognition, lender reporting, audit requests, and acquisition diligence that depend on contract terms

Contract Administration and Obligation Management:

• Own the contract management system, ensuring that all executed agreements, amendments, approvals, versions, and supporting documentation are accurately recorded, organized, searchable, and retained in accordance with company policy
• Manage approval routing, signature authority requirements, and e-signature workflow through execution
• Monitor post-execution obligations carrying financial consequences, including volume commitments, prepayments and advances, rebates, price review dates, notice periods, renewals, and expirations, and communicate required actions to responsible stakeholders in advance of deadlines
• Evaluate contracting processes and recommend automation and system enhancements that improve cycle time, visibility, and compliance
• Report on contract volume, status, cycle time, renewals, open obligations, and risk trends
• Support dispute, claim, and demand workstreams by assembling the contractual record and assessing the company’s position

Insurance and Risk:

• Manage the annual insurance renewal process, coordinating with brokers and internal stakeholders to gather underwriting information and complete renewal documentation
• Maintain policies, certificates, endorsements, and related documentation; track expiration dates; and issue certificates to customers, vendors, and internal teams as required
• Verify that insurance requirements in executed agreements align with coverage actually in place, and flag gaps to the Chief Financial Officer
• Ensure contract and insurance records are filed, retained, and managed in accordance with company policy and applicable requirements

Other duties as assigned Contract Portfolio: The position is responsible for the following categories of agreement across both operating companies. Tropical ingredient supply Representative Agreements: Multi-year supply agreements with international growers and processors Principal Commercial Issues: Incoterms and FOB allocation, duty and tariff treatment, crop failure and force majeure, quality specifications and rejection rights, foreign exchange and landed cost Prepayment and volume structures Representative Agreements: Take-or-pay agreements, advances against committed volume Principal Commercial Issues: Security for advances, shortfall remedies, offset mechanics, supplier insolvency protection Beverage co-manufacturing Representative Agreements: Co-manufacturing and tolling agreements, customer master service agreements Principal Commercial Issues: Yield and waste allocation, ingredient title, minimum production runs, recall and product liability, changeover costs Customer, distribution and partner agreements Representative Agreements: Customer MSAs, statements of work, brokerage distribution agreements, referral agreements, partner agreements Principal Commercial Issues: Pricing adjustment mechanics, exclusivity, scope of work and deliverables, partnership commitments, termination for convenience, indemnification caps Procurement Representative Agreements: Packaging, ingredient, logistics, and services agreements Principal Commercial Issues: Input cost pass-through, service levels, insurance and warranty requirements Corporate Representative Agreements: Confidentiality agreements, letters of intent, acquisition diligence support Principal Commercial Issues: Speed of turnaround without concession of position; representations that carry into lender and diligence files Counterparties range from large domestic processors and dairy cooperatives with sophisticated legal departments to international suppliers operating under limited documentation. Both require independent judgment. Qualifications & Skills: Required:

• Five or more years of progressively responsible experience in commercial contracting as a transactional or corporate paralegal, contracts manager, or contract negotiator. Litigation, family law, immigration, or other non-commercial paralegal experience is not a substitute
• Bachelor’s degree in business administration, legal studies, finance, or a related field
• Demonstrated ownership of redlines and negotiations. Candidates should be prepared to describe specific provisions negotiated, the position taken, and the outcome achieved
• Working command of commercial contract concepts, including indemnification, limitation of liability, warranties, insurance requirements, confidentiality, intellectual property, force majeure, title and risk of loss, delivery and payment terms, termination and renewal, and dispute resolution
• Experience in a supply chain intensive industry such as food and beverage, consumer packaged goods, agriculture, distribution, or manufacturing
• Sound commercial judgment, including the ability to distinguish routine issues from material risk and the willingness to hold a position with internal stakeholders when a transaction is under time pressure
• Demonstrated ownership of a contract management system, including records discipline, obligation tracking, and reporting
• Excellent written and verbal communication skills, with the ability to engage credibly with executive leadership and external counterparties
• Ability to maintain confidentiality and handle sensitive legal and business information with discretion
• Proficiency with contract management platforms (CobbleStone experience a plus), CRM and ERP systems, document management, and e-signature tools
• Advanced proficiency with Microsoft Office and Adobe, including document comparison and redlining
• Ability to travel up to 10%

Preferred:

• Paralegal certificate, ABA-approved paralegal program, or equivalent formal legal training strongly preferred
• Experience with international supply agreements, Incoterms, customs, and tariff exposure
• Experience in a private equity backed or multi-entity platform environment where contract terms support lender reporting, covenant compliance, and acquisition diligence
• Familiarity with food safety and quality agreements, co-packing arrangements, or FDA regulated products
• Experience building or overhauling a contract playbook, clause library, or contract management system implementation
• Experience managing a commercial insurance renewal cycle with brokers

Performance Expectations: First 90 days Complete inventory of active agreements across both operating companies, with expirations, renewal notice dates, and open obligations identified and recorded. Independently turning confidentiality agreements and standard supplier documents. Insurance certificate and renewal calendar current. First six months Contract playbook drafted and approved by the Chief Financial Officer and commercial leadership. Template and clause library refreshed. Leading negotiations on mid-tier agreements without outside counsel. First twelve months Outside counsel spend reduced and concentrated on genuine exceptions. Measurable reduction in cycle time from term sheet to execution. No missed notice, renewal, or insurance deadlines. Contract records sufficient to support lender reporting and acquisition diligence without remediation. Total compensation range of $115,000 to $145,000, inclusive of base salary and annual target bonus, commensurate with experience. Comprehensive benefits package included. FB Solutions Group is an equal opportunity employer. #J-18808-Ljbffr FBSG