Journey to Best in Class Contract Management

Contracts are complex instruments; what is the best way to manage them?

Personalization vs. Codification

Personalization: provide creative and adaptive solutions by connecting and channeling individual expertise

Codification: provide high quality, fast, reliable information systems designed to organize and reuse knowledge

Puzzle Pieces

People Process

Technology Content

Progression

Ad hoc

CollectOrganize

Automated reviewUnified Forms

Centralize

Standardize

Systematize

Automated assemblyTemplates

Optimize

One-off

Automated managementSelf-organizing/Self-reporting contracts

“The journey of a thousand miles begins with a single step.” - Lao Tzu

Preparation for a contract management journey— Know your starting point.

— Know your destination(s)

— Know your resources

— Know your partners and roadblocks

STARTING OFF

Templates with standard terms

Templates with standard and alternative terms

Wide variation in terms

Reference Standard (outline and clause library) Reference standards with clause libraries

Playbook (clause alternatives and guidance)

Unified Forms (contract framework)

Consistent across all contract types

Template (model document with standard terms)

Contract Maturity Model: Content

Contract Repository (legacy contracts)

Optimized (contract performance metrics)

Standardized; organized; monitored

ComponentsNarrow content suite; smaller number of modular content elements capable to handling all possible variationsParable of the two watchmakers

Modularity/consistency

Number of content components/variations

Stage 0

Stage 1

Stage 2

Stage 3

Stage 4

Stage 5

Start with a Style Guide.

Pre-Align Your Templates. — Be consistent in the structure of your agreements — Use “[Reserved]” where needed to allow for consistency.

Build Tables of Standard Provisions/Positions Over Time.

— Start small

— Contribute over time to build a robust content library.

Content - Tips

Contract Maturity Model: Technology

Manual processing of all contact tasks

Draft from word processing template

Basic contract data captured

Email routing

Automated contract assembly

All contract data captured manually

Automated routing

Automated contract review

Automated extraction of obligations

Automated approval

Stage 0

Stage 1Ad hoc

Manual identification of precedents; no contract request procedures

Manual configuration of company paper

Manual review of 3rd party paper

Automated review of 3rd party paper; automated obligations tracking

Stage 2Informal

Stage 3Partial Automation

Stage 4Automated

Stage 5Monitored

Limited exception handling

Assembly lineEnabler = tech and editorially enhanced content

Self-reporting contracts

Inter-connected contracting (eg Blockchains)

Risk assessment and compliance monitoring

Contract dashboard: time, cost, & quality metrics

Self-service contractsSearch using ctrl-F

Professional Services

Technology

Know your costs and benefits

— Identify what needs to change for a positive cost/benefit result — Develop the “elevator pitch” to sway non-believers to your point of view.

Know your change tolerance

— How adaptable are the internal participants

— How much training will be required?

Technology - Tips

Leverage Existing Tools for Early Wins. — Partner with IT to understand ways to leverage existing capabilities.

Create a Role Mailbox. Sharepoint or Confluence space Utilize PDF forms

Look for Proof of Concept Opportunities.— Demonstrate the value and efficiency of a contract management system

Start with E-Signature Utilize Online Terms

Technology – Practical Steps

Where to start? How far to go?Ad hoc Basic Standardi

zedSystematized

Optimized

PeoplePersonnel works autonomously

Informal teams Management oversight

Stakeholder involvement

Center of excellence

ProcessNo request process; no centralized storage

Informal request process; centralized store

Online contract request

Automated template selection; expedited review

Automated approval; limited exception handling

TechnologyContracts found, if at all, using simple searches

Basic contract data captured; routing by email

All data captured; document assembly

Self-service; automated review; obligations tracking

Contract dashboard racking time, cost, quality, compliance, and risk

ContentContracts drafted by marking up last draft

Templates for common transactions; no maintenance

Standard templates and clause libraries; manual maintenance

Unified forms; automated maintenance

Automated alerts, trend analysis; and predictive compliance

1. Centralize; get control

2. Streamline; simplify

4. Plan; learn; adapt; embed

3. Inter-connect; link; modularize

QUESTIONS?

Appendix

About the Speakers – Kingsley Martin Kingsley Martin developed some of the first

document assembly systems. He taught himself the C computer language and automated his tax practice. Later, Kingsley was one of the leading innovators in developing the theory and practice of knowledge management. He wrote the Knowledge Management Workbook.

Now Kingsley has created a new discipline called

contract analysis. Kingsley is a founder of KMStandards and has developed software capable of automatically analyzing legal agreements and creating contract standards. The software is marketed through kResolve.com and kKeveal.com. Kingsley has developed the free web resource ContractStandards.com providing model contracts, checklists, and clauses, together with other contract resources.

Kingsley holds law degrees from Oxford University

(First Class Honours) and Harvard Law School.

Website: www.contractstandards.com

Twitter: @Kingsley_Martin

About the Speakers – Eric Lambert Eric is an in-house attorney with experience in

contracts, e-commerce, supply chain, compliance, privacy, marketing, export, intellectual property, and other areas.  He has worked for public and privacy companies, seeking practical, creative, risk-appropriate solutions to facilitate business objectives.

Eric is Assistant General Counsel for CommerceHub, a leading B2B cloud services company headquartered in Albany, New York. Prior to joining CommerceHub in May 2016, Eric served as Associate General Counsel of Jostens, a leading manufacturer of school experience products, and as Associate General Counsel of Digital River, a leading e-commerce and e-marketing company.  

Prior to Digital River, Eric served as a senior associate at Larkin Hoffman Daly & Lindgren, a Minneapolis-based law firm, as a member of their Intellectual Property and e-commerce group.  

Eric holds a B.A. in Economics from the University of Rochester, and a J.D. from Cornell Law School. He is a Certified Information Privacy Professional (CIPP/US).

Website: http://www.commercehub.com/

Twitter: @EricEsquire

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