Presentation from In The House - Journey to Best in Class Contract Management

1. Journey to Best in Class
Contract Management

2. 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

3. Puzzle Pieces
People Process
Technology Content

4. Progression
Ad hoc
Collect
Organize
Automated review
Unified Forms
Centralize
Standardize
Systematize
Automated assembly
Templates
Optimize
One-off
Automated management
Self-organizing/
Self-reporting contracts

5. “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

6. 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
Components
Narrow content suite; smaller number of modular
content elements capable to handling all possible
variations
Parable of the two watchmakers
Modularity/consistency
Number of content components/variations
Stage 0
Stage 1
Stage 2
Stage 3
Stage 4
Stage 5

7.  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

8. 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 1
Ad 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 2
Informal
Stage 3
Partial
Automation
Stage 4
Automated
Stage 5
Monitored
Limited exception
handling
Assembly line
Enabler = 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

9.  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

10.  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

11. Where to start? How far to go?
Ad hoc Basic Standardize
d
Systematize
d
Optimized
People
Personnel works
autonomously
Informal teams Management
oversight
Stakeholder
involvement
Center of
excellence
Process
No request
process; no
centralized storage
Informal request
process;
centralized store
Online contract
request
Automated
template selection;
expedited review
Automated
approval; limited
exception handling
Technology
Contracts 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
Content
Contracts 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

12. QUESTIONS?

13. Appendix

14. 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

15. 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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