SlideShare a Scribd company logo
1 of 10
Download to read offline
Transitioning Your Contract Process



  T is i
          the }
   { from


Ar T C



                  ACC Docket        November 2007
                               60
By Brian C. Quinn and Kenneth A. Adams




to the

Industrial   Whether they enter into 10 or 10,000 contracts a year, many companies
         approach the contract process in the same manner—in other words, without
         making any real attempt to generate economies of scale. Smaller companies
         can indulge in an artisan’s approach to the contract process, but in the case of
         bigger companies, that approach comes at a significant cost—the workload is
         too big for the process to be considered anything other than industrial.
             Furthermore, as your contract transactions multiply, any inefficiencies ac-
         cumulate and act as a drag on your business. Glitches in the contract process
         can result in any combination of unnecessary administration costs, delays
         in closing transactions, blown deals, unpleasant surprises after closing,
         disputes, and missed deadlines.



         ACC Docket        December 2007
                      61
Steps in the Contract Process                                                          Your templates should also be consistent with
   The life cycle of a commercial contract in-                                      each other, instead of looking as if they had
volves a number of steps. If you are responsible                                    been prepared independently of one another—
for preparing the contract, your first task would                                   inconsistency can send mixed signals to custom-
                                                             Brian C. Quinn is
have been to prepare the template, which you’d                                      ers, not to mention courts, and makes you look
                                                              associate general
                                                                counsel in the
now revise to reflect the transaction in question.                                  disorganized. Your templates should share the
                                                                 Transmission
The parties would then negotiate the contract                                       same conventions of language and layout, and
                                                             networks sector of
                                                              Scientific atlanta,
and, after any necessary changes have been                                          the “boilerplate” provisions they contain should
                                                               a Cisco Systems
                                                               company. Before
made, sign it. It would then be archived, but out-                                  be variations on the same model.
                                                           assuming his current
of-sight would not be out-of-mind, as you’d need                                       Finally, you’d want to ensure that your tem-
                                                           position, he served as
                                                            corporate counsel at
to monitor performance.                                                             plates are prepared with a minimum of delay.
                                                            Cisco specializing in
   Note that the dynamic shifts part way                   content-management
                                                           services, and also as
                                                                                    Improving Template Language and
through the process. In the case of the first              Cisco’s legal counsel
                                                                                    Substance
step—preparing the template—quality is the                  for northeast-region
                                                            enterprise sales. He
biggest issue, whereas the remaining stages are                                         You can take steps to make it easier to ad-
                                                              can be reached at
primarily process-driven.                                                            dress issues related to preparing templates.
                                                           briquinn@cisco.com.

                                                                                     Consider adopting, and training your personnel
Preparing Templates                                                                  to use a style guide—one that doesn’t simply
    Preparing rigorous contract templates is the                                     specify typographic conventions to follow and a
single most important step in the contract pro-                                      few usages to avoid, but instead addresses more
                                                          KenneTH a. adamS
cess. Besides laying out the legal relationship of                                   broadly the language and layout to be used in
                                                            is a consultant and
                                                           speaker on contract
the parties, a template contract acts as a blue-                                     your templates. The result would be templates
                                                             drafting. He is the
print for how the transaction in question is to be                                   that are clear, concise, and consistent.
                                                           author of A Manual
                                                           of Style for Contract
handled. By means of annotations and alterna-                                           Maintaining a clause library, along with
                                                            Drafting (american
                                                              Bar association
tive language, templates can address the differ-                                     explanatory materials and annotations, would
                                                          2004), and a lecturer
ent permutations of any given kind of transac-                                       help ensure consistency of language and sub-
                                                           at the university of
                                                             Pennsylvania Law
tion and how to address them. Of all the steps                                       stance and would reduce the time spent review-
                                                              School. He gives
in the contract process, preparing the template                                      ing any given template. An informal approach
                                                              public seminars
                                                               throughout the
is the least susceptible to technology solutions.                                    to this task is unlikely to prove satisfactory in
                                                            united States with
And it raises several concerns.                                                      the long run. The document automation tool
                                                             West Legalworks,
                                                             and consults with
    A template needs to accomplish your busi-                                        QShift, produced by Ixio Legal, permits a more
                                                          companies looking to
ness goals, address any significant risks, and                                       rigorous approach. It allows any team of law-
                                                           improve the quality
                                                           and process of their
satisfy any legal, regulatory, or tax requirements.                                  yers to draw from, and freely edit, a centralized
                                                          contract drafting. He
                                                             can be reached at
Making sure that it does so obviously requires                                       body of approved and annotated contract lan-
                                                                  kadams@
the input of people intimately familiar with the                                     guage. Using QShift, any authorized company
                                                           adamsdrafting.com.
business in question and the input of lawyers—                                       person could efficiently and quickly build the
whether in-house or outside counsel—who understand                       first draft of a template by collating approved language.
that business and have suitable experience in the kind of                An added advantage of using QShift is that you’d be sure
transaction involved.                                                    that your templates are free of pernicious metadata.
    You’d also need to make sure that your template is clear                   When you’re preparing a new template, a logical first
and efficient. Most business contracts fall short of that                place to start would be your company’s current ones.
goal. No matter how exalted the law firm or law depart-                  But culling pertinent provisions from perhaps dozens of
ment that drafted it, it’s a sure bet that any given contract            templates can be a daunting task. You might find of use
contains all sorts of redundancies, archaisms, ambiguities,              Wordsensa Professional by Adsensa, a UK company.
and other inefficiencies. As a result, it takes longer than it                 Wordsensa Professional analyzes documents—it can
should to draft, review, and negotiate contracts. And when               handle thousands of pages at a time—and categorizes
contract language isn’t as clear and efficient as it could be,           them according to their similarity. This allows users to
a problem is much more likely to surface sometime after                  quickly spot the common themes in a set of documents
signing. Furthermore, if unclear language in your template               and to identify key groupings for further analysis. Analyti-
invites the other side to make changes, don’t be surprised               cal views can be selected according to the task at hand.
if that emboldens them to ask for additional changes that                Users can focus on what matters to them and navigate
they might otherwise have hesitated to ask for.                          through document sets quickly, verifying the presence or



                                                    ACC Docket             December 2007
                                                                    62
absence of particular language, regardless of how provi-            Association for Contract and Commercial Management
sions are ordered in the different documents. Selected text         (IACCM) can participate in association wikis relating to
can easily be saved as a Word document.                             different aspects of contracting.
                                                                       In terms of how comments are handled, traditionally
Collaborating on Templates                                          the lawyer receiving comments would have no choice but
   Preparing templates is a process that is conducive to            to plough through stacks of drafts bearing hand-written
both decentralization and centralization—decentraliza-              notations or typed changes, with each set of comments
tion because you need the input of people with relevant             being sent independently of any other set. The more com-
expertise, and centralization because someone should                plex the document and the larger the group commenting
ensure that similar aspects of different transactions are           on it, the longer this process drags on, costing enormous
handled consistently.                                               amounts of money and keeping people from other impor-
   The need for different perspectives means that prepar-           tant matters. And the inefficiencies in the process also
ing templates requires company personnel to collaborate             jeopardize document quality. You could improve on this
and offer comments on draft templates. Information                  system in a number of ways.
technology has made available some tools to assist this                You could arrange real-time online document collabora-
part of the process.                                                tion. Services such as WebEx’s MeetMeNow allow people to
   One such tool is the wiki, a type of website that allows         meet online and over the phone to go over a draft. But that
visitors to easily add, remove, and otherwise edit content.         requires that everyone look at a screen at the same time, and
They’re too anarchic to use for purposes of drafting tem-           there would be no way to track who made what change.
plates, but they can serve a useful brainstorming function.            An alternative would be web-based change tracking. Us-
Many companies host wikis relating to different aspects             ing Microsoft SharePoint, you can put a document online,




j
of their operations. Also, members of the International             track who made what changes, then import all changes




 Sources for Importing Your Contracts

  Technology                              Vendor                                      Website


  The Numbering Assistant                 Payne Consulting Group                      www.payneconsulting.com

  Ixio Legal QShift                       Ixio Corporation                            www.ixio.com

  Wordsensa Professional                  Adsensa                                     www.adsensa.com

  MeetMeNow                               WebEx                                       www.meetmenow.webex.com

  Litera IDS                              Litera Corp.                                www.litera.com

  DealBuilder                             Business Integrity                          www.business-integrity.com

  Exari                                   Exari                                       www.exari.com

  EchoSign                                EchoSign                                    www.echosign.com

  Emptoris Contract Management            Emptoris                                    www.emptoris.com

  DocuSign                                DocuSign                                    www.docusign.com

  Upside Contract                         Upside Software                             www.upsidecontract.com

  On-Demand Workspaces                    Intralinks                                  www.intralinks.com




                                                  ACC Docket          December 2007
                                                               64
into a Word file and accept or reject any given change.                                      • Your contract personnel might inadvertently use obso-
   But if your documents are long or complex and you                                             lete templates, leading to contracts that incorporate out-
need to solicit comments from a broad group of people,                                           of-date business or legal terms. That in turn could put
you should conside. Litera IDS. It’s a collaboration plat-                                       your company at a disadvantage or create confusion as
form that allows unlimited people to work on a document                                          to what your company’s position is on any given issue.
together, whether live or offline, from anywhere in the                                      • Your contract personnel might make unauthorized
world, with the submitted comments and revisions being                                           changes.
stored in a database. When the user views a given section                                    • If templates are accessible to all employees, unauthor-
of a document, the screen also displays the comments and                                         ized personnel would be in a position to create deal
revisions to that section offered by all reviewers. The user                                     documents.
can then accept or act on some suggestions and ignore the                                       Furthermore, if you do it the traditional way, turning a
rest. The user can also choose to allow all reviewers to see                                 template into a deal contract is subject to delays—changes
each other’s comments and revisions.                                                         are marked by hand, then input, and the document is then
   Finally, you might want to bring in an outside expert to                                  subject to review, with perhaps one or more further rounds
help you with the language of your templates. As a general                                   of changes to follow. And this sort of low-level, repetitive
matter, law firms aren’t equipped to perform that task.                                      work can be demoralizing for whoever performs it, and it
                                                                                             also takes them away from higher-level work.
Preparing Deal Documents Based on Templates
                                                                                             Using Automation to Prepare Deal Documents
   For any given transaction, you’ll need to convert a tem-
plate into a contract containing any adjustments necessary                                      One way to minimize inefficiencies in turning templates
to reflect the terms of that transaction. This raises its own                                into deal documents would be to use document automa-
set of problems:                                                                             tion. You can choose between two approaches.




                                                                                                         we're committed
                                                                                                               to creating
                                                                                               a diverse workplace




   THAT’S WHAT WE DO, EVERY DAY.© At Special Counsel, diversity is an ongoing commitment. That's one of the reasons
   why our clients rely upon our full range of legal staffing solutions. They know that we actively recruit the best and most diverse
   talent in the market. From contract staffing to direct hire, we're connected to the people who can positively impact your bottom          (800) 737-3436
   line. Call us today and find out how we can help you.                                                                                     specialcounsel.com


©2007 Special Counsel, Inc. All rights reserved.                                                                                        A Member of the MPS Group




                                                                     ACC Docket               December 2007
                                                                                        65
In addition to using QShift to prepare your templates,               tive”—in other words, a specially formed affiliate—or us-
you could also use it to prepare final contracts. This would            ing a vendor such as Pangea3 and UnitedLex. Either way,
likely work best if a small group of lawyers is responsible             efficient offshoring involves using a combination of lower
for producing deal documents, if the deal documents tend                costs and information technology to perform high-volume
to vary from the templates in unpredictable ways, and if                work of limited complexity. The potential advantages are
deal volume isn’t prohibitively large.                                  reduced cost, faster turnaround times, and improved mo-
   The alternative is to use a logic-driven, web-based                  rale and productivity of company lawyers spared having to
document-assembly engine to collate and supplement                      do that work themselves. But offshoring can be a sensitive
prepared contract text based how the user answers a                     issue, as it’s often assumed that it results in job losses in
questionnaire. Such a system offers speed and consistency               the United States.



   If negotiations involve many different people commenting on a
   complex document, you may find useful the solutions discussed
   in connection with handling comments on draft templates.

while permitting a considerable degree of customization.                   With respect to higher-level repetitive work or overflow
The questionnaire could be annotated with explanatory                   work, services offered by Axiom Legal represent another
materials and links to authorities. And as with QShift,                 outside solution—a compromise between the loss of
the centralized nature of such a system means that text                 control inherent in outsourcing and the expense involved
and annotations could be updated, with the changes being                in retaining regular outside counsel. Axiom styles itself
replicated in any contracts that use that text. Also, access            as a new kind of law firm—you can engage its staff of
could be controlled.                                                    experienced attorneys to work only a specific number of
    Given the costs involved, such systems are best suited              hours, and you can have them work either at your office
to high-volume documentation that requires relatively                   or remotely. Such services could allow smaller companies
predictable customization.                                              to quickly meet new or increasing demands or handle
    It used to be that software was the biggest obstacle to via-        specialized transactions.
ble logic-driven document assembly, but that’s no longer the
                                                                        Negotiation
case—reliable and versatile software is now available off the
shelf. Perhaps the leading product is DealBuilder Author, by                Negotiating numerous transactions based on the same
the U.K. company Business Integrity. DealBuilder Author                 template can be another drain on the time of people who
doesn’t required time-consuming programming by techni-                  could otherwise be performing higher-value functions.
cians, unlike HotDocs, owned by the LexisNexis Group.                   Here, too, offshoring or some other form of outsourcing
And DealBuilder Author works with DealBuilder Process                   could ease the burden. It could conceivably save money,
Manager, a system that allows a company to streamline and               too. But usually the only negotiations that could conceiv-
control the process of approving new contracts.                         ably be delegated are those that are so sufficiently routine
    A relatively recent but increasingly visible entrant in the         that they could be handled according to a “script” estab-
field is Exari, which is marketed by an Australian company              lished by the company, with any negotiations that don’t
of that name.                                                           follow the script being routed back to the company.
                                                                            If negotiations involve many different people comment-
Outsourcing the Preparation of Deal Documents                           ing on a complex document, you may find useful the solu-
    In conjunction with using document automation, or as                tions discussed in connection with handling comments on
an alternative to it, you could have someone else handle                draft templates.
preparing deal documents based on templates. An increas-
                                                                        Signing
ingly popular form of outsourcing is “offshoring,” which
involves having work performed outside the United States                    The most straightforward part of the contract process
in locations that offer compelling cost advantages.                     would seem to be getting other parties to sign your con-
    Having your deal documents prepared offshore would                  tracts. But it has tended to be something of a nuisance, as
require you to choose between two options, using a “cap-                it has involved exchanging signatures by a variety of mech-



                                                   ACC Docket            December 2007
                                                                   66
anisms—email, facsimile, the various forms of regular
                                                                         ACC Extras on… Contracts
mail, courier service, personal delivery—and keeping track
of the signature pages and who has and hasn’t signed.
                                                                         InfoPAKsSM
    But comprehensive signature-automation solutions are
now available. One is EchoSign. In addition to being a                   •   Drafting and Interpreting Commercial Contracts (2007).
stand-alone product, EchoSign is also incorporated in the                    This InfoPAK provides the basics of drafting and inter-
contract-lifecycle-management solutions offered by Upside                    preting contracts. www.acc.com/resource/v6023
Software and Salesforce.com.
                                                                         Leading Practice Profiles
    EchoSign works as follows: You email a contract for
signature through EchoSign. The recipient/signer opens                   •   Contract Management for Small Law Departments (2006).
the email and then does one of two things: esigns it, in                     This profile examines contract management practices
two clicks or less, or opts to sign by fax, in which case                    in small law departments by looking at file and database
EchoSign automatically adds a machine-readable fax                           management initiatives, use of contract review and
cover sheet bearing an EchoSign fax number and for-                          approval processes, and the use of boilerplate or form
wards the document to the recipient/signer. However the                      contracts within the department and by its clients.
document is signed, EchoSign’s servers receive the docu-                     www.acc.com/resource/v6814
ment and automatically route signed copies as PDFs to
                                                                         Program Materials
you, the other party, and anyone else you specify. There’s
no software to install.                                                  •   The Who, What, and Why of Contracts (CCU 2007). In this
    What is particularly interesting is the tracking and filing              paralegal track program, a panel of experts explored
component. EchoSign makes sure that you can easily find                      the legal issues involved with basic contract design and
a signed copy later. A private copy of the signed contract is                sample clauses to use, as well as the benefits of using
stored in your secure EchoSign account. You can, for ex-                     templates and creating standard procedures to imple-
ample, send a copy to anyone or remind others to sign it if                  ment controlled, uniform review processes.
they haven’t already. And you can automatically keep track                   www.acc.com/resource/v8463
of which contracts have been signed and which haven’t.                   •   International Distributor/Agency Commercial Contract
From the perspective of the organization rather than the                     Termination (Annual Meeting 2005). This session’s panel
individual user, the system offers various security and                      of international law specialists shows how to draft
data-management features and allows managers to check                        agreements to avoid termination headaches, and the
on the status of all the organization’s contracts.                           steps required to terminate such agreements in various
    Another signature-automation product is DocuSign.                        jurisdictions. www.acc.com/resource/v6863
It offers more elaborate functionality than EchoSign, but
                                                                         Quick References
users need to download DocuSign software. As opposed
to appending an electronic signature to an entire docu-                  •   Sales Contract Checklist (2006).
ment, DocuSign allows you to sign not only select pages of                   www.acc.com/resource/v7903
a given document, but also sign one or more locations on
those pages. And it allows you to initial specific items on a               ACC has more material on this subject in our Virtual
given page. DocuSign also features a sophisticated security              Library SM. To create your personalized search, visit www.acc.
infrastructure and versatile transaction controls. And with              com, click on the “Research” pull down menu button, then
DocuSign, a signatory can sign an opened file, can visit a               select Virtual Library. Type in your keywords and search to
website to sign, or can sign in person. Given these added                see the other resources we have available.
features, DocuSign has attracted clients in the real estate,
mortgage, and financial-services industries.

Archiving                                                              from the institutional memory as that person moves up-
   Historically, the contract process leading up to signing            ward in the company or moves on. It’s safe to assume that
has garnered most of the attention. Consider what might                this sort of scenario plays out routinely.
happen to any given sales contract once it has been signed:               It’s certainly possible to rigorously maintain a complete
The sales department loses interest and moves on to the                set of paper copies of your contracts. But once your opera-
next prospect. Legal breathes a sigh of relief and starts              tions reach a certain size, maintaining only paper copies
putting out the next fire. A copy of the contract is put in            would be unrealistic. Many companies have their signed
someone’s filing cabinet, and in due course it disappears              contracts scanned and digitally archived, but that can be a



                                                  ACC Docket             December 2007
                                                                  68
slow and costly process that allows room for human error.
                                                                         Many companies have their
Signature-automation and contract-lifecycle-management

                                                                         signed contracts scanned and
solutions offer an alternative, in that imaging is one of the
features they offer.
                                                                         digitally archived, but that
Monitoring
                                                                         can be a slow and costly
    Maintaining readily accessible copies of your contracts
doesn’t do much good if you don’t keep track of what’s
                                                                         process that allows room for
in them. Relying on an improvised approach to contract

                                                                         human error.
monitoring is fraught with peril. Someone might compile an
abstract of information from a given contract, but how accu-
rate and pertinent it is depends entirely on the diligence and
                                                                      Solutions for Monitoring
experience of the person doing the compiling. Furthermore,
such an abstract probably wouldn’t put contract informa-                  The contract-lifecycle-management (CLM) industry
tion in the context of the broader relationship with the other        has developed to offer companies an information-technol-
party. And the abstract would likely be lost from sight in            ogy solution to the problems of monitoring contracts. Af-
due course, at which point the contract might as well have            ter languishing somewhat in the 1990s, such solutions are
ceased to exist, until such time as events in the outside             now in greater favor, presumably due to developments in
world force the company to acknowledge its existence.                 technology and due to the fierce competition, increasing
    It’s easy to imagine the unfortunate consequences that            workloads, increasing cost pressures, and tough compli-
can arise from slapdash monitoring: You miss contract                 ance environment that businesses face.
deadlines. You fail to enforce obligations imposed on the                 Some companies, such as Upside Software and Empto-
other party. You overcharge or undercharge for products               ris, are pure-play CLM providers. Other CLM providers
or services, or someone overcharges or undercharges you.              expanded into the area from enterprise resource planning
The lack of credible data regarding performance hampers               (SAP, for example) or customer relationship management
your strategic planning. And your internal controls might             (Salesforce.com, for example).
fail to meet the standards imposed under the Sarbanes-                    CLM solutions come in many flavors, but the more
Oxley Act of 2002.                                                    comprehensive solutions aim to provide businesses with a




j
                                                                      tool that makes it much simpler to manage all aspects of
                                                                      the contract process, from cradle to grave. From the first
                                                                      step—for example, when a salesperson requests a term
                                                                      sheet from a customer—through contract creation, nego-
  Alliance Partner                                                    tiation, performance, compliance, and risk management,
                                                                      the user can control and monitor the process and track all
                                                                      relevant data.
                                                                          If the fit is good between a CLM solution and a user,
      IntraLinks offers a fast and secure way to manage
                                                                      the user should be able to better gauge performance—by
   legal document exchange, storage, and access with
                                                                      it and the other parties—under its contracts. That should
   their OnDemand WorkSpaces. IntraLink's OnDemand
                                                                      ensure that it doesn’t, for example, miss important dead-
   WorkSpaces™ allows for the safe sharing of confidential
                                                                      lines. The user should be able to shorten the time it takes
   materials with internal and external parties—without the
                                                                      to get to contract, and that in turn would reduce the like-
   security and compliance risks inherent in fax, email, and
                                                                      lihood of missing out on deals due to delay. The stream-
   shared drives, and without the administrative burden,
                                                                      lining of processes and improved collaboration that come
   cost, and uncertainties of overnight mail. Using an online
                                                                      from using a CLM solution could significantly reduce
   workspace, in-house counsel can create a permission-
                                                                      operating expenses. And the user could ensure that for
   only area where documents can be shared and accessed
                                                                      compliance and financial-reporting purposes, information
   anytime, and from anywhere.
                                                                      is automatically channeled to the people who need it and
                                                                      is readily available for audit purposes.
      To learn more about IntraLinks and their exclusive
                                                                          Whether a CLM solution makes sense for your busi-
   discounts for ACC members, visit www.intralinks.com or
                                                                      ness would be a function primarily of scale—do you enter
   call 1.866.INTRALINKS.
                                                                      into enough contracts to warrant the time and expense
                                                                      involved in implementing a CLM solution? Beyond that,



                                                    ACC Docket          December 2007
                                                                 70
it would be a question of the exact nature of your opera-         transform how people “connect, communicate and collabo-
tions. Generally, CLM solutions are sufficiently scal-            rate.” It stands to reason that its own operations would fall
able that implementing one can make sense for smaller             within the scope of this ambition, and Cisco’s legal depart-
companies as well as the largest. But users should assess         ment has long been aware that its contract-management
how well a given CLM product handles each stage in the            systems must be accessible at all times to its worldwide
contract process. For example, the document-assembly              legal personnel. And Mark Chandler, Cisco’s senior vice
component of a given CLM product is unlikely to offer the         president and general counsel, has stated very publicly that
functionality of a pure-play document-assembly engine             lawyers would operate more effectively if they were to avail
such as DealBuilder or Exari.                                     themselves of an array of information-technology tools that
                                                                  make it easier to communicate and share knowledge.
A Case Study                                                         Applying this approach to Cisco’s legal operations is
Cisco Systems                                                     the task of the “Legal Technology Solutions” group, which
    A business might be at liberty to implement, in one           helps Cisco’s legal department develop or capture knowl-
fell swoop, systems that would put its contract process on        edge and then share it. It works with contract negotiators
an optimal footing. But because of their size and history,        and the relevant groups in the legal department to improve
many companies would have to do so gradually, so as to            both the quality-driven and process-drive parts of the
keep costs under control and integrate new technologies           contract process.
with the less new.                                                   The Cisco lawyers and contract negotiators serving a
    Cisco Systems’ experience with managing its contract          given business group have the lead role in drafting tem-
process provides a case study in the value of these new           plates to be used by that business group—they know the
approaches to contract management and how a substantial           business intimately so are best placed to give expression to
company has gone about implementing them incrementally.           a transaction and handle any issues that arise during ne-
    Cisco, as the worldwide leader in networking, seeks to        gotiations. But to balance this decentralization, any given
BridgewayHalf_April.qxd     2/20/2007   10:50 AM    Page 1




    Connecting In-House Legal with Solutions, Relationships, Results

                                                                                    Bridgeway combines best practices
                                                                                    in technology with outstanding
                                                                                    service to deliver the results
                                                                                    you want.


                                                                                            Matter Management
                                                                                        ■

                                                                                            Contract Management
                                                                                        ■

                                                                                            Electronic Invoicing
                                                                                        ■

                                                                                            Corporate Governance
                                                                                        ■

                                                                                            Litigation Risk Assessment
                                                                                        ■




                                                                                                 www.bridge-way.com
                                                                                                   888.272.4699




                                              ACC Docket           December 2007
                                                             71
template is subjected to multiple levels of review, including
                                                                        Once a given contract has
by a content-management specialist, to ensure that the po-
sitions taken are consistent with Cisco policy and conform
                                                                        been negotiated, the stored
to guidelines regarding language and layout.
    Cisco’s content-management specialists consult style
                                                                        information and the draft contract
guidelines—including MSCD—and other resources
                                                                        are made available to the
specifying standards to be applied across Cisco’s many
templates. To speed up the review process, these resources
                                                                        legal and finance departments
are now being distributed to those responsible for the first
draft of any template.
                                                                        and the affected business unit.
    For purposes of the issue spotting and brainstorm-
ing that are a part of determining what to cover in a
given template, Cisco’s lawyers can make use of “Legal
Exchange,” a bulletin-board system hosted on Cisco’s                 mation. Although this system was developed before recent
intranet. Cisco is currently developing wiki-style interac-          advancements in contract-lifecycle-management technology,
tive tools to enhance this sort of information sharing. A            it has allowed Cisco to handle the contract process much
further tool is “Legal OnRamp,” an interactive online                more efficiently than it would have otherwise.
community established by leading law firms and major                     Given the sophisticated contract-lifecycle-management
companies, including Cisco.                                          solutions that are now available, Cisco has been investi-
                                                                     gating whether an off-the-shelf CLM solution could pro-
Cisco Document Automation                                            vide the seamless and comprehensive coverage that Cisco
   As the for process-driven part of contract manage-                is looking for. In addition to operational efficiencies, such
ment, Cisco has developed “NDA Central,” an innova-                  a solution would allow Cisco to get out of the business of
tive system with DealBuilder at its core that non-legal              designing and maintaining CLM solutions.
Cisco personnel use to draft nondisclosure agreements                    As part of this analysis, Cisco is continuing to scruti-
and send them to customers for fully automated review                nize its own contract-management processes to determine
and electronic signature. Over the past two years, more              how they could be made more efficient. Once complete,
than 8,000 nondisclosure agreements have been created                Cisco will attempt to automate these internally developed
and signed using NDA Central. In addition, Cisco uses a              processes into the contract-management software of its
“click to accept” format for a range of other agreements.            chosen vendor, Emptoris, Inc.
   For its high-volume sales contracts, Cisco uses Deal-
                                                                     Challenges and Rewards
Builder, which allows it to reap all the efficiencies offered
by a logic-driven document-assembly engine. These have                   Cisco has been aggressive in the steps that it has taken
been dramatic—instead of having multiple templates for a             to gain greater control of the contract process. Cisco’s
particular type of transaction, Cisco now only needs one             experience demonstrates that it’s a daunting challenge.
automated template.                                                      In terms of contract substance, controlling the con-
   Cisco has also used DealBuilder to develop libraries of           tract process requires a rigorous grasp of the law and
provisions used across different kinds of contracts. Boil-           your company’s business. In terms of contract language,
erplate, such as an assignment provision, can be drafted             it requires an unwillingness to be satisfied with recycling
once and then inserted in different templates. If Cisco              stale conventional wisdom. And in terms of process, it
updates the clause, the change is reflected in all templates         requires keeping track of an increasing number of infor-
in which it appears.                                                 mation-technology solutions and determining which, if
   For those parts of the contract process that follow               any, would provide you with efficiencies that significantly
drafting the contract, Cisco has developed its own contract-         outweigh the cost and inconvenience.
management system. Information required for review and                   But Cisco’s experience also shows that if you bring to
approval is stored online. Once a given contract has been            bear on the contract process a comprehensive and inno-
negotiated, the stored information and the draft contract are        vative approach, the rewards can be significant.
made available to the legal and finance departments and the
affected business unit. Once they have given their “virtual”         Have a comment on this article? Email editorinchief@acc.com.
approval, the contract is signed, then scanned and stored in
a search-enabled repository. Thereafter, the system can alert
users to termination dates and other key compliance infor-



                                                 ACC Docket            December 2007
                                                                72

More Related Content

Similar to Association of Corporate Counsel: “EchoSign is a Comprehensive Signature-Automation Solution”

CTLR 2010 Issue 7 Waterfall Contract
CTLR 2010 Issue 7 Waterfall ContractCTLR 2010 Issue 7 Waterfall Contract
CTLR 2010 Issue 7 Waterfall Contractsusanatkinson
 
Widge 2011%20(2)
Widge 2011%20(2)Widge 2011%20(2)
Widge 2011%20(2)Awidge
 
SOA Planning Sizing Up Your Business Processes
SOA Planning Sizing Up Your Business ProcessesSOA Planning Sizing Up Your Business Processes
SOA Planning Sizing Up Your Business ProcessesTim Vibbert
 
Share Point Governance
Share Point GovernanceShare Point Governance
Share Point GovernanceUGAIA
 
Adapting to Case Management
Adapting to Case ManagementAdapting to Case Management
Adapting to Case ManagementOpenText BPS
 
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 Percent
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 PercentMicrosoft: Financial Exchange Speeds Development and Audit Reviews by 20 Percent
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 PercentEnterprise Technology Management (ETM)
 
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...Lingoport (www.lingoport.com)
 
Unit 5 lo1_grid_sheets
Unit 5 lo1_grid_sheetsUnit 5 lo1_grid_sheets
Unit 5 lo1_grid_sheetsbtecmedia12
 
Tips for Managing a Mainframe Internal Recovery Project
Tips for Managing a Mainframe Internal Recovery ProjectTips for Managing a Mainframe Internal Recovery Project
Tips for Managing a Mainframe Internal Recovery Projecticu812
 
907093 Vr Leasing Cs En A4
907093 Vr Leasing Cs En A4907093 Vr Leasing Cs En A4
907093 Vr Leasing Cs En A4Friedel Jonker
 
E-billing technology: maintaining a cutting edge
E-billing technology: maintaining a cutting edgeE-billing technology: maintaining a cutting edge
E-billing technology: maintaining a cutting edgeLSG
 
Why Coordination And Transactions Are Key To Building An Operational Soa
Why Coordination And Transactions Are Key To Building An Operational SoaWhy Coordination And Transactions Are Key To Building An Operational Soa
Why Coordination And Transactions Are Key To Building An Operational SoaDavid Linthicum
 
Business Services Update R2
Business Services Update   R2Business Services Update   R2
Business Services Update R2Carol Jones
 
Business Services
Business ServicesBusiness Services
Business ServicesCarol Jones
 
Pitfalls of Managing International Contract Administration
Pitfalls of Managing International Contract AdministrationPitfalls of Managing International Contract Administration
Pitfalls of Managing International Contract AdministrationAvanti Hiremath
 

Similar to Association of Corporate Counsel: “EchoSign is a Comprehensive Signature-Automation Solution” (20)

CTLR 2010 Issue 7 Waterfall Contract
CTLR 2010 Issue 7 Waterfall ContractCTLR 2010 Issue 7 Waterfall Contract
CTLR 2010 Issue 7 Waterfall Contract
 
Widge 2011%20(2)
Widge 2011%20(2)Widge 2011%20(2)
Widge 2011%20(2)
 
SOA Planning Sizing Up Your Business Processes
SOA Planning Sizing Up Your Business ProcessesSOA Planning Sizing Up Your Business Processes
SOA Planning Sizing Up Your Business Processes
 
Share Point Governance
Share Point GovernanceShare Point Governance
Share Point Governance
 
Adapting to Case Management
Adapting to Case ManagementAdapting to Case Management
Adapting to Case Management
 
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 Percent
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 PercentMicrosoft: Financial Exchange Speeds Development and Audit Reviews by 20 Percent
Microsoft: Financial Exchange Speeds Development and Audit Reviews by 20 Percent
 
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...
Internationalization (i18n) Primer: Solving Coding Issues Equals Competitive ...
 
Unit 5 lo1_grid_sheets
Unit 5 lo1_grid_sheetsUnit 5 lo1_grid_sheets
Unit 5 lo1_grid_sheets
 
vFS3 Brochure
vFS3 BrochurevFS3 Brochure
vFS3 Brochure
 
Tips for Managing a Mainframe Internal Recovery Project
Tips for Managing a Mainframe Internal Recovery ProjectTips for Managing a Mainframe Internal Recovery Project
Tips for Managing a Mainframe Internal Recovery Project
 
Poor Man's Kanban
Poor Man's KanbanPoor Man's Kanban
Poor Man's Kanban
 
907093 Vr Leasing Cs En A4
907093 Vr Leasing Cs En A4907093 Vr Leasing Cs En A4
907093 Vr Leasing Cs En A4
 
E-billing technology: maintaining a cutting edge
E-billing technology: maintaining a cutting edgeE-billing technology: maintaining a cutting edge
E-billing technology: maintaining a cutting edge
 
The Agile PMP v2
The Agile PMP v2The Agile PMP v2
The Agile PMP v2
 
About scrum
About scrumAbout scrum
About scrum
 
Dpp bloodless revolution : Un guide sur les Workflow DEMAT
Dpp bloodless revolution : Un guide sur les Workflow DEMATDpp bloodless revolution : Un guide sur les Workflow DEMAT
Dpp bloodless revolution : Un guide sur les Workflow DEMAT
 
Why Coordination And Transactions Are Key To Building An Operational Soa
Why Coordination And Transactions Are Key To Building An Operational SoaWhy Coordination And Transactions Are Key To Building An Operational Soa
Why Coordination And Transactions Are Key To Building An Operational Soa
 
Business Services Update R2
Business Services Update   R2Business Services Update   R2
Business Services Update R2
 
Business Services
Business ServicesBusiness Services
Business Services
 
Pitfalls of Managing International Contract Administration
Pitfalls of Managing International Contract AdministrationPitfalls of Managing International Contract Administration
Pitfalls of Managing International Contract Administration
 

More from Jason M. Lemkin

Equality, Inclusion and Balance Guide to SaaStr Annual 2020
Equality, Inclusion and Balance Guide to SaaStr Annual 2020Equality, Inclusion and Balance Guide to SaaStr Annual 2020
Equality, Inclusion and Balance Guide to SaaStr Annual 2020Jason M. Lemkin
 
Who's Speaking at 2020 SaaStr Annual
Who's Speaking at 2020 SaaStr AnnualWho's Speaking at 2020 SaaStr Annual
Who's Speaking at 2020 SaaStr AnnualJason M. Lemkin
 
Things VCs Say: Jason Lemkin and Justin Kan
Things VCs Say:  Jason Lemkin and Justin KanThings VCs Say:  Jason Lemkin and Justin Kan
Things VCs Say: Jason Lemkin and Justin KanJason M. Lemkin
 
Echo sign fall 2012 release - Whats new
Echo sign fall 2012 release - Whats newEcho sign fall 2012 release - Whats new
Echo sign fall 2012 release - Whats newJason M. Lemkin
 
Groupon: 1,000 Contracts a Day on Adobe EchoSign
Groupon: 1,000 Contracts a Day on Adobe EchoSignGroupon: 1,000 Contracts a Day on Adobe EchoSign
Groupon: 1,000 Contracts a Day on Adobe EchoSignJason M. Lemkin
 
BT & Adobe EchoSign: One Million E-Signed Contracts and Counting
BT & Adobe EchoSign:  One Million E-Signed Contracts and CountingBT & Adobe EchoSign:  One Million E-Signed Contracts and Counting
BT & Adobe EchoSign: One Million E-Signed Contracts and CountingJason M. Lemkin
 
EchoSign-for-Salesforce v12 Customization Guide
EchoSign-for-Salesforce v12 Customization GuideEchoSign-for-Salesforce v12 Customization Guide
EchoSign-for-Salesforce v12 Customization GuideJason M. Lemkin
 
EchoSign Case Study: How Adobe Cut 2 Weeks From its Contracting Process
EchoSign Case Study:  How Adobe Cut 2 Weeks From its Contracting ProcessEchoSign Case Study:  How Adobe Cut 2 Weeks From its Contracting Process
EchoSign Case Study: How Adobe Cut 2 Weeks From its Contracting ProcessJason M. Lemkin
 
Adobe EchoSign Web Contracts 2012 Overview Presentation
Adobe EchoSign Web Contracts 2012 Overview PresentationAdobe EchoSign Web Contracts 2012 Overview Presentation
Adobe EchoSign Web Contracts 2012 Overview PresentationJason M. Lemkin
 
EchoSign Winter 2012 Release - Feb '12
EchoSign Winter 2012 Release - Feb '12EchoSign Winter 2012 Release - Feb '12
EchoSign Winter 2012 Release - Feb '12Jason M. Lemkin
 
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic Signatures
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic SignaturesHow Fortune 100 United HealthCare Uses Adobe EchoSign Electronic Signatures
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic SignaturesJason M. Lemkin
 
E-Signatures: The Who, The When, The Where, The Why, The How
E-Signatures:  The Who, The When, The Where, The Why, The HowE-Signatures:  The Who, The When, The Where, The Why, The How
E-Signatures: The Who, The When, The Where, The Why, The HowJason M. Lemkin
 
Groupon E-Signing in the Cloud with EchoSign from Adobe
Groupon E-Signing in the Cloud with EchoSign from AdobeGroupon E-Signing in the Cloud with EchoSign from Adobe
Groupon E-Signing in the Cloud with EchoSign from AdobeJason M. Lemkin
 
How Facebook, Groupon and Pandora use EchoSign E-Signature from Adobe
How Facebook, Groupon and Pandora use EchoSign E-Signature from AdobeHow Facebook, Groupon and Pandora use EchoSign E-Signature from Adobe
How Facebook, Groupon and Pandora use EchoSign E-Signature from AdobeJason M. Lemkin
 
EchoSign Electronic Signature for NetSuite v2.0
EchoSign Electronic Signature for NetSuite v2.0EchoSign Electronic Signature for NetSuite v2.0
EchoSign Electronic Signature for NetSuite v2.0Jason M. Lemkin
 
EchoSign E-Signature for NetSuite 2.0
EchoSign E-Signature for NetSuite 2.0EchoSign E-Signature for NetSuite 2.0
EchoSign E-Signature for NetSuite 2.0Jason M. Lemkin
 
EchoSign E-Signature for SugarCRM User Guide
EchoSign E-Signature for SugarCRM User GuideEchoSign E-Signature for SugarCRM User Guide
EchoSign E-Signature for SugarCRM User GuideJason M. Lemkin
 
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 Award
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 AwardAetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 Award
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 AwardJason M. Lemkin
 
EchoSign Summer 2011 Release: eCollaboration and More
EchoSign Summer 2011 Release: eCollaboration and MoreEchoSign Summer 2011 Release: eCollaboration and More
EchoSign Summer 2011 Release: eCollaboration and MoreJason M. Lemkin
 

More from Jason M. Lemkin (20)

Equality, Inclusion and Balance Guide to SaaStr Annual 2020
Equality, Inclusion and Balance Guide to SaaStr Annual 2020Equality, Inclusion and Balance Guide to SaaStr Annual 2020
Equality, Inclusion and Balance Guide to SaaStr Annual 2020
 
Who's Speaking at 2020 SaaStr Annual
Who's Speaking at 2020 SaaStr AnnualWho's Speaking at 2020 SaaStr Annual
Who's Speaking at 2020 SaaStr Annual
 
Things VCs Say: Jason Lemkin and Justin Kan
Things VCs Say:  Jason Lemkin and Justin KanThings VCs Say:  Jason Lemkin and Justin Kan
Things VCs Say: Jason Lemkin and Justin Kan
 
Echo sign fall 2012 release - Whats new
Echo sign fall 2012 release - Whats newEcho sign fall 2012 release - Whats new
Echo sign fall 2012 release - Whats new
 
Groupon: 1,000 Contracts a Day on Adobe EchoSign
Groupon: 1,000 Contracts a Day on Adobe EchoSignGroupon: 1,000 Contracts a Day on Adobe EchoSign
Groupon: 1,000 Contracts a Day on Adobe EchoSign
 
BT & Adobe EchoSign: One Million E-Signed Contracts and Counting
BT & Adobe EchoSign:  One Million E-Signed Contracts and CountingBT & Adobe EchoSign:  One Million E-Signed Contracts and Counting
BT & Adobe EchoSign: One Million E-Signed Contracts and Counting
 
EchoSign-for-Salesforce v12 Customization Guide
EchoSign-for-Salesforce v12 Customization GuideEchoSign-for-Salesforce v12 Customization Guide
EchoSign-for-Salesforce v12 Customization Guide
 
EchoSign Case Study: How Adobe Cut 2 Weeks From its Contracting Process
EchoSign Case Study:  How Adobe Cut 2 Weeks From its Contracting ProcessEchoSign Case Study:  How Adobe Cut 2 Weeks From its Contracting Process
EchoSign Case Study: How Adobe Cut 2 Weeks From its Contracting Process
 
Adobe EchoSign Web Contracts 2012 Overview Presentation
Adobe EchoSign Web Contracts 2012 Overview PresentationAdobe EchoSign Web Contracts 2012 Overview Presentation
Adobe EchoSign Web Contracts 2012 Overview Presentation
 
V6.3
V6.3V6.3
V6.3
 
EchoSign Winter 2012 Release - Feb '12
EchoSign Winter 2012 Release - Feb '12EchoSign Winter 2012 Release - Feb '12
EchoSign Winter 2012 Release - Feb '12
 
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic Signatures
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic SignaturesHow Fortune 100 United HealthCare Uses Adobe EchoSign Electronic Signatures
How Fortune 100 United HealthCare Uses Adobe EchoSign Electronic Signatures
 
E-Signatures: The Who, The When, The Where, The Why, The How
E-Signatures:  The Who, The When, The Where, The Why, The HowE-Signatures:  The Who, The When, The Where, The Why, The How
E-Signatures: The Who, The When, The Where, The Why, The How
 
Groupon E-Signing in the Cloud with EchoSign from Adobe
Groupon E-Signing in the Cloud with EchoSign from AdobeGroupon E-Signing in the Cloud with EchoSign from Adobe
Groupon E-Signing in the Cloud with EchoSign from Adobe
 
How Facebook, Groupon and Pandora use EchoSign E-Signature from Adobe
How Facebook, Groupon and Pandora use EchoSign E-Signature from AdobeHow Facebook, Groupon and Pandora use EchoSign E-Signature from Adobe
How Facebook, Groupon and Pandora use EchoSign E-Signature from Adobe
 
EchoSign Electronic Signature for NetSuite v2.0
EchoSign Electronic Signature for NetSuite v2.0EchoSign Electronic Signature for NetSuite v2.0
EchoSign Electronic Signature for NetSuite v2.0
 
EchoSign E-Signature for NetSuite 2.0
EchoSign E-Signature for NetSuite 2.0EchoSign E-Signature for NetSuite 2.0
EchoSign E-Signature for NetSuite 2.0
 
EchoSign E-Signature for SugarCRM User Guide
EchoSign E-Signature for SugarCRM User GuideEchoSign E-Signature for SugarCRM User Guide
EchoSign E-Signature for SugarCRM User Guide
 
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 Award
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 AwardAetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 Award
Aetna Goes Green with EchoSign Electronic Signature, Wins Infoworld 15 Award
 
EchoSign Summer 2011 Release: eCollaboration and More
EchoSign Summer 2011 Release: eCollaboration and MoreEchoSign Summer 2011 Release: eCollaboration and More
EchoSign Summer 2011 Release: eCollaboration and More
 

Recently uploaded

Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024
Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024
Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024BookNet Canada
 
Presentation on how to chat with PDF using ChatGPT code interpreter
Presentation on how to chat with PDF using ChatGPT code interpreterPresentation on how to chat with PDF using ChatGPT code interpreter
Presentation on how to chat with PDF using ChatGPT code interpreternaman860154
 
Maximizing Board Effectiveness 2024 Webinar.pptx
Maximizing Board Effectiveness 2024 Webinar.pptxMaximizing Board Effectiveness 2024 Webinar.pptx
Maximizing Board Effectiveness 2024 Webinar.pptxOnBoard
 
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...shyamraj55
 
[2024]Digital Global Overview Report 2024 Meltwater.pdf
[2024]Digital Global Overview Report 2024 Meltwater.pdf[2024]Digital Global Overview Report 2024 Meltwater.pdf
[2024]Digital Global Overview Report 2024 Meltwater.pdfhans926745
 
Histor y of HAM Radio presentation slide
Histor y of HAM Radio presentation slideHistor y of HAM Radio presentation slide
Histor y of HAM Radio presentation slidevu2urc
 
Salesforce Community Group Quito, Salesforce 101
Salesforce Community Group Quito, Salesforce 101Salesforce Community Group Quito, Salesforce 101
Salesforce Community Group Quito, Salesforce 101Paola De la Torre
 
Unblocking The Main Thread Solving ANRs and Frozen Frames
Unblocking The Main Thread Solving ANRs and Frozen FramesUnblocking The Main Thread Solving ANRs and Frozen Frames
Unblocking The Main Thread Solving ANRs and Frozen FramesSinan KOZAK
 
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...gurkirankumar98700
 
Breaking the Kubernetes Kill Chain: Host Path Mount
Breaking the Kubernetes Kill Chain: Host Path MountBreaking the Kubernetes Kill Chain: Host Path Mount
Breaking the Kubernetes Kill Chain: Host Path MountPuma Security, LLC
 
Scaling API-first – The story of a global engineering organization
Scaling API-first – The story of a global engineering organizationScaling API-first – The story of a global engineering organization
Scaling API-first – The story of a global engineering organizationRadu Cotescu
 
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 3652toLead Limited
 
Google AI Hackathon: LLM based Evaluator for RAG
Google AI Hackathon: LLM based Evaluator for RAGGoogle AI Hackathon: LLM based Evaluator for RAG
Google AI Hackathon: LLM based Evaluator for RAGSujit Pal
 
The Codex of Business Writing Software for Real-World Solutions 2.pptx
The Codex of Business Writing Software for Real-World Solutions 2.pptxThe Codex of Business Writing Software for Real-World Solutions 2.pptx
The Codex of Business Writing Software for Real-World Solutions 2.pptxMalak Abu Hammad
 
The 7 Things I Know About Cyber Security After 25 Years | April 2024
The 7 Things I Know About Cyber Security After 25 Years | April 2024The 7 Things I Know About Cyber Security After 25 Years | April 2024
The 7 Things I Know About Cyber Security After 25 Years | April 2024Rafal Los
 
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdf
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdfThe Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdf
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdfEnterprise Knowledge
 
GenCyber Cyber Security Day Presentation
GenCyber Cyber Security Day PresentationGenCyber Cyber Security Day Presentation
GenCyber Cyber Security Day PresentationMichael W. Hawkins
 
A Domino Admins Adventures (Engage 2024)
A Domino Admins Adventures (Engage 2024)A Domino Admins Adventures (Engage 2024)
A Domino Admins Adventures (Engage 2024)Gabriella Davis
 
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure service
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure serviceWhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure service
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure servicePooja Nehwal
 
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhi
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | DelhiFULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhi
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhisoniya singh
 

Recently uploaded (20)

Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024
Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024
Transcript: #StandardsGoals for 2024: What’s new for BISAC - Tech Forum 2024
 
Presentation on how to chat with PDF using ChatGPT code interpreter
Presentation on how to chat with PDF using ChatGPT code interpreterPresentation on how to chat with PDF using ChatGPT code interpreter
Presentation on how to chat with PDF using ChatGPT code interpreter
 
Maximizing Board Effectiveness 2024 Webinar.pptx
Maximizing Board Effectiveness 2024 Webinar.pptxMaximizing Board Effectiveness 2024 Webinar.pptx
Maximizing Board Effectiveness 2024 Webinar.pptx
 
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...
Automating Business Process via MuleSoft Composer | Bangalore MuleSoft Meetup...
 
[2024]Digital Global Overview Report 2024 Meltwater.pdf
[2024]Digital Global Overview Report 2024 Meltwater.pdf[2024]Digital Global Overview Report 2024 Meltwater.pdf
[2024]Digital Global Overview Report 2024 Meltwater.pdf
 
Histor y of HAM Radio presentation slide
Histor y of HAM Radio presentation slideHistor y of HAM Radio presentation slide
Histor y of HAM Radio presentation slide
 
Salesforce Community Group Quito, Salesforce 101
Salesforce Community Group Quito, Salesforce 101Salesforce Community Group Quito, Salesforce 101
Salesforce Community Group Quito, Salesforce 101
 
Unblocking The Main Thread Solving ANRs and Frozen Frames
Unblocking The Main Thread Solving ANRs and Frozen FramesUnblocking The Main Thread Solving ANRs and Frozen Frames
Unblocking The Main Thread Solving ANRs and Frozen Frames
 
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...
Kalyanpur ) Call Girls in Lucknow Finest Escorts Service 🍸 8923113531 🎰 Avail...
 
Breaking the Kubernetes Kill Chain: Host Path Mount
Breaking the Kubernetes Kill Chain: Host Path MountBreaking the Kubernetes Kill Chain: Host Path Mount
Breaking the Kubernetes Kill Chain: Host Path Mount
 
Scaling API-first – The story of a global engineering organization
Scaling API-first – The story of a global engineering organizationScaling API-first – The story of a global engineering organization
Scaling API-first – The story of a global engineering organization
 
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365
Tech-Forward - Achieving Business Readiness For Copilot in Microsoft 365
 
Google AI Hackathon: LLM based Evaluator for RAG
Google AI Hackathon: LLM based Evaluator for RAGGoogle AI Hackathon: LLM based Evaluator for RAG
Google AI Hackathon: LLM based Evaluator for RAG
 
The Codex of Business Writing Software for Real-World Solutions 2.pptx
The Codex of Business Writing Software for Real-World Solutions 2.pptxThe Codex of Business Writing Software for Real-World Solutions 2.pptx
The Codex of Business Writing Software for Real-World Solutions 2.pptx
 
The 7 Things I Know About Cyber Security After 25 Years | April 2024
The 7 Things I Know About Cyber Security After 25 Years | April 2024The 7 Things I Know About Cyber Security After 25 Years | April 2024
The 7 Things I Know About Cyber Security After 25 Years | April 2024
 
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdf
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdfThe Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdf
The Role of Taxonomy and Ontology in Semantic Layers - Heather Hedden.pdf
 
GenCyber Cyber Security Day Presentation
GenCyber Cyber Security Day PresentationGenCyber Cyber Security Day Presentation
GenCyber Cyber Security Day Presentation
 
A Domino Admins Adventures (Engage 2024)
A Domino Admins Adventures (Engage 2024)A Domino Admins Adventures (Engage 2024)
A Domino Admins Adventures (Engage 2024)
 
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure service
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure serviceWhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure service
WhatsApp 9892124323 ✓Call Girls In Kalyan ( Mumbai ) secure service
 
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhi
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | DelhiFULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhi
FULL ENJOY 🔝 8264348440 🔝 Call Girls in Diplomatic Enclave | Delhi
 

Association of Corporate Counsel: “EchoSign is a Comprehensive Signature-Automation Solution”

  • 1. Transitioning Your Contract Process T is i the } { from Ar T C ACC Docket November 2007 60
  • 2. By Brian C. Quinn and Kenneth A. Adams to the Industrial Whether they enter into 10 or 10,000 contracts a year, many companies approach the contract process in the same manner—in other words, without making any real attempt to generate economies of scale. Smaller companies can indulge in an artisan’s approach to the contract process, but in the case of bigger companies, that approach comes at a significant cost—the workload is too big for the process to be considered anything other than industrial. Furthermore, as your contract transactions multiply, any inefficiencies ac- cumulate and act as a drag on your business. Glitches in the contract process can result in any combination of unnecessary administration costs, delays in closing transactions, blown deals, unpleasant surprises after closing, disputes, and missed deadlines. ACC Docket December 2007 61
  • 3. Steps in the Contract Process Your templates should also be consistent with The life cycle of a commercial contract in- each other, instead of looking as if they had volves a number of steps. If you are responsible been prepared independently of one another— for preparing the contract, your first task would inconsistency can send mixed signals to custom- Brian C. Quinn is have been to prepare the template, which you’d ers, not to mention courts, and makes you look associate general counsel in the now revise to reflect the transaction in question. disorganized. Your templates should share the Transmission The parties would then negotiate the contract same conventions of language and layout, and networks sector of Scientific atlanta, and, after any necessary changes have been the “boilerplate” provisions they contain should a Cisco Systems company. Before made, sign it. It would then be archived, but out- be variations on the same model. assuming his current of-sight would not be out-of-mind, as you’d need Finally, you’d want to ensure that your tem- position, he served as corporate counsel at to monitor performance. plates are prepared with a minimum of delay. Cisco specializing in Note that the dynamic shifts part way content-management services, and also as Improving Template Language and through the process. In the case of the first Cisco’s legal counsel Substance step—preparing the template—quality is the for northeast-region enterprise sales. He biggest issue, whereas the remaining stages are You can take steps to make it easier to ad- can be reached at primarily process-driven. dress issues related to preparing templates. briquinn@cisco.com. Consider adopting, and training your personnel Preparing Templates to use a style guide—one that doesn’t simply Preparing rigorous contract templates is the specify typographic conventions to follow and a single most important step in the contract pro- few usages to avoid, but instead addresses more KenneTH a. adamS cess. Besides laying out the legal relationship of broadly the language and layout to be used in is a consultant and speaker on contract the parties, a template contract acts as a blue- your templates. The result would be templates drafting. He is the print for how the transaction in question is to be that are clear, concise, and consistent. author of A Manual of Style for Contract handled. By means of annotations and alterna- Maintaining a clause library, along with Drafting (american Bar association tive language, templates can address the differ- explanatory materials and annotations, would 2004), and a lecturer ent permutations of any given kind of transac- help ensure consistency of language and sub- at the university of Pennsylvania Law tion and how to address them. Of all the steps stance and would reduce the time spent review- School. He gives in the contract process, preparing the template ing any given template. An informal approach public seminars throughout the is the least susceptible to technology solutions. to this task is unlikely to prove satisfactory in united States with And it raises several concerns. the long run. The document automation tool West Legalworks, and consults with A template needs to accomplish your busi- QShift, produced by Ixio Legal, permits a more companies looking to ness goals, address any significant risks, and rigorous approach. It allows any team of law- improve the quality and process of their satisfy any legal, regulatory, or tax requirements. yers to draw from, and freely edit, a centralized contract drafting. He can be reached at Making sure that it does so obviously requires body of approved and annotated contract lan- kadams@ the input of people intimately familiar with the guage. Using QShift, any authorized company adamsdrafting.com. business in question and the input of lawyers— person could efficiently and quickly build the whether in-house or outside counsel—who understand first draft of a template by collating approved language. that business and have suitable experience in the kind of An added advantage of using QShift is that you’d be sure transaction involved. that your templates are free of pernicious metadata. You’d also need to make sure that your template is clear When you’re preparing a new template, a logical first and efficient. Most business contracts fall short of that place to start would be your company’s current ones. goal. No matter how exalted the law firm or law depart- But culling pertinent provisions from perhaps dozens of ment that drafted it, it’s a sure bet that any given contract templates can be a daunting task. You might find of use contains all sorts of redundancies, archaisms, ambiguities, Wordsensa Professional by Adsensa, a UK company. and other inefficiencies. As a result, it takes longer than it Wordsensa Professional analyzes documents—it can should to draft, review, and negotiate contracts. And when handle thousands of pages at a time—and categorizes contract language isn’t as clear and efficient as it could be, them according to their similarity. This allows users to a problem is much more likely to surface sometime after quickly spot the common themes in a set of documents signing. Furthermore, if unclear language in your template and to identify key groupings for further analysis. Analyti- invites the other side to make changes, don’t be surprised cal views can be selected according to the task at hand. if that emboldens them to ask for additional changes that Users can focus on what matters to them and navigate they might otherwise have hesitated to ask for. through document sets quickly, verifying the presence or ACC Docket December 2007 62
  • 4. absence of particular language, regardless of how provi- Association for Contract and Commercial Management sions are ordered in the different documents. Selected text (IACCM) can participate in association wikis relating to can easily be saved as a Word document. different aspects of contracting. In terms of how comments are handled, traditionally Collaborating on Templates the lawyer receiving comments would have no choice but Preparing templates is a process that is conducive to to plough through stacks of drafts bearing hand-written both decentralization and centralization—decentraliza- notations or typed changes, with each set of comments tion because you need the input of people with relevant being sent independently of any other set. The more com- expertise, and centralization because someone should plex the document and the larger the group commenting ensure that similar aspects of different transactions are on it, the longer this process drags on, costing enormous handled consistently. amounts of money and keeping people from other impor- The need for different perspectives means that prepar- tant matters. And the inefficiencies in the process also ing templates requires company personnel to collaborate jeopardize document quality. You could improve on this and offer comments on draft templates. Information system in a number of ways. technology has made available some tools to assist this You could arrange real-time online document collabora- part of the process. tion. Services such as WebEx’s MeetMeNow allow people to One such tool is the wiki, a type of website that allows meet online and over the phone to go over a draft. But that visitors to easily add, remove, and otherwise edit content. requires that everyone look at a screen at the same time, and They’re too anarchic to use for purposes of drafting tem- there would be no way to track who made what change. plates, but they can serve a useful brainstorming function. An alternative would be web-based change tracking. Us- Many companies host wikis relating to different aspects ing Microsoft SharePoint, you can put a document online, j of their operations. Also, members of the International track who made what changes, then import all changes Sources for Importing Your Contracts Technology Vendor Website The Numbering Assistant Payne Consulting Group www.payneconsulting.com Ixio Legal QShift Ixio Corporation www.ixio.com Wordsensa Professional Adsensa www.adsensa.com MeetMeNow WebEx www.meetmenow.webex.com Litera IDS Litera Corp. www.litera.com DealBuilder Business Integrity www.business-integrity.com Exari Exari www.exari.com EchoSign EchoSign www.echosign.com Emptoris Contract Management Emptoris www.emptoris.com DocuSign DocuSign www.docusign.com Upside Contract Upside Software www.upsidecontract.com On-Demand Workspaces Intralinks www.intralinks.com ACC Docket December 2007 64
  • 5. into a Word file and accept or reject any given change. • Your contract personnel might inadvertently use obso- But if your documents are long or complex and you lete templates, leading to contracts that incorporate out- need to solicit comments from a broad group of people, of-date business or legal terms. That in turn could put you should conside. Litera IDS. It’s a collaboration plat- your company at a disadvantage or create confusion as form that allows unlimited people to work on a document to what your company’s position is on any given issue. together, whether live or offline, from anywhere in the • Your contract personnel might make unauthorized world, with the submitted comments and revisions being changes. stored in a database. When the user views a given section • If templates are accessible to all employees, unauthor- of a document, the screen also displays the comments and ized personnel would be in a position to create deal revisions to that section offered by all reviewers. The user documents. can then accept or act on some suggestions and ignore the Furthermore, if you do it the traditional way, turning a rest. The user can also choose to allow all reviewers to see template into a deal contract is subject to delays—changes each other’s comments and revisions. are marked by hand, then input, and the document is then Finally, you might want to bring in an outside expert to subject to review, with perhaps one or more further rounds help you with the language of your templates. As a general of changes to follow. And this sort of low-level, repetitive matter, law firms aren’t equipped to perform that task. work can be demoralizing for whoever performs it, and it also takes them away from higher-level work. Preparing Deal Documents Based on Templates Using Automation to Prepare Deal Documents For any given transaction, you’ll need to convert a tem- plate into a contract containing any adjustments necessary One way to minimize inefficiencies in turning templates to reflect the terms of that transaction. This raises its own into deal documents would be to use document automa- set of problems: tion. You can choose between two approaches. we're committed to creating a diverse workplace THAT’S WHAT WE DO, EVERY DAY.© At Special Counsel, diversity is an ongoing commitment. That's one of the reasons why our clients rely upon our full range of legal staffing solutions. They know that we actively recruit the best and most diverse talent in the market. From contract staffing to direct hire, we're connected to the people who can positively impact your bottom (800) 737-3436 line. Call us today and find out how we can help you. specialcounsel.com ©2007 Special Counsel, Inc. All rights reserved. A Member of the MPS Group ACC Docket December 2007 65
  • 6. In addition to using QShift to prepare your templates, tive”—in other words, a specially formed affiliate—or us- you could also use it to prepare final contracts. This would ing a vendor such as Pangea3 and UnitedLex. Either way, likely work best if a small group of lawyers is responsible efficient offshoring involves using a combination of lower for producing deal documents, if the deal documents tend costs and information technology to perform high-volume to vary from the templates in unpredictable ways, and if work of limited complexity. The potential advantages are deal volume isn’t prohibitively large. reduced cost, faster turnaround times, and improved mo- The alternative is to use a logic-driven, web-based rale and productivity of company lawyers spared having to document-assembly engine to collate and supplement do that work themselves. But offshoring can be a sensitive prepared contract text based how the user answers a issue, as it’s often assumed that it results in job losses in questionnaire. Such a system offers speed and consistency the United States. If negotiations involve many different people commenting on a complex document, you may find useful the solutions discussed in connection with handling comments on draft templates. while permitting a considerable degree of customization. With respect to higher-level repetitive work or overflow The questionnaire could be annotated with explanatory work, services offered by Axiom Legal represent another materials and links to authorities. And as with QShift, outside solution—a compromise between the loss of the centralized nature of such a system means that text control inherent in outsourcing and the expense involved and annotations could be updated, with the changes being in retaining regular outside counsel. Axiom styles itself replicated in any contracts that use that text. Also, access as a new kind of law firm—you can engage its staff of could be controlled. experienced attorneys to work only a specific number of Given the costs involved, such systems are best suited hours, and you can have them work either at your office to high-volume documentation that requires relatively or remotely. Such services could allow smaller companies predictable customization. to quickly meet new or increasing demands or handle It used to be that software was the biggest obstacle to via- specialized transactions. ble logic-driven document assembly, but that’s no longer the Negotiation case—reliable and versatile software is now available off the shelf. Perhaps the leading product is DealBuilder Author, by Negotiating numerous transactions based on the same the U.K. company Business Integrity. DealBuilder Author template can be another drain on the time of people who doesn’t required time-consuming programming by techni- could otherwise be performing higher-value functions. cians, unlike HotDocs, owned by the LexisNexis Group. Here, too, offshoring or some other form of outsourcing And DealBuilder Author works with DealBuilder Process could ease the burden. It could conceivably save money, Manager, a system that allows a company to streamline and too. But usually the only negotiations that could conceiv- control the process of approving new contracts. ably be delegated are those that are so sufficiently routine A relatively recent but increasingly visible entrant in the that they could be handled according to a “script” estab- field is Exari, which is marketed by an Australian company lished by the company, with any negotiations that don’t of that name. follow the script being routed back to the company. If negotiations involve many different people comment- Outsourcing the Preparation of Deal Documents ing on a complex document, you may find useful the solu- In conjunction with using document automation, or as tions discussed in connection with handling comments on an alternative to it, you could have someone else handle draft templates. preparing deal documents based on templates. An increas- Signing ingly popular form of outsourcing is “offshoring,” which involves having work performed outside the United States The most straightforward part of the contract process in locations that offer compelling cost advantages. would seem to be getting other parties to sign your con- Having your deal documents prepared offshore would tracts. But it has tended to be something of a nuisance, as require you to choose between two options, using a “cap- it has involved exchanging signatures by a variety of mech- ACC Docket December 2007 66
  • 7. anisms—email, facsimile, the various forms of regular ACC Extras on… Contracts mail, courier service, personal delivery—and keeping track of the signature pages and who has and hasn’t signed. InfoPAKsSM But comprehensive signature-automation solutions are now available. One is EchoSign. In addition to being a • Drafting and Interpreting Commercial Contracts (2007). stand-alone product, EchoSign is also incorporated in the This InfoPAK provides the basics of drafting and inter- contract-lifecycle-management solutions offered by Upside preting contracts. www.acc.com/resource/v6023 Software and Salesforce.com. Leading Practice Profiles EchoSign works as follows: You email a contract for signature through EchoSign. The recipient/signer opens • Contract Management for Small Law Departments (2006). the email and then does one of two things: esigns it, in This profile examines contract management practices two clicks or less, or opts to sign by fax, in which case in small law departments by looking at file and database EchoSign automatically adds a machine-readable fax management initiatives, use of contract review and cover sheet bearing an EchoSign fax number and for- approval processes, and the use of boilerplate or form wards the document to the recipient/signer. However the contracts within the department and by its clients. document is signed, EchoSign’s servers receive the docu- www.acc.com/resource/v6814 ment and automatically route signed copies as PDFs to Program Materials you, the other party, and anyone else you specify. There’s no software to install. • The Who, What, and Why of Contracts (CCU 2007). In this What is particularly interesting is the tracking and filing paralegal track program, a panel of experts explored component. EchoSign makes sure that you can easily find the legal issues involved with basic contract design and a signed copy later. A private copy of the signed contract is sample clauses to use, as well as the benefits of using stored in your secure EchoSign account. You can, for ex- templates and creating standard procedures to imple- ample, send a copy to anyone or remind others to sign it if ment controlled, uniform review processes. they haven’t already. And you can automatically keep track www.acc.com/resource/v8463 of which contracts have been signed and which haven’t. • International Distributor/Agency Commercial Contract From the perspective of the organization rather than the Termination (Annual Meeting 2005). This session’s panel individual user, the system offers various security and of international law specialists shows how to draft data-management features and allows managers to check agreements to avoid termination headaches, and the on the status of all the organization’s contracts. steps required to terminate such agreements in various Another signature-automation product is DocuSign. jurisdictions. www.acc.com/resource/v6863 It offers more elaborate functionality than EchoSign, but Quick References users need to download DocuSign software. As opposed to appending an electronic signature to an entire docu- • Sales Contract Checklist (2006). ment, DocuSign allows you to sign not only select pages of www.acc.com/resource/v7903 a given document, but also sign one or more locations on those pages. And it allows you to initial specific items on a ACC has more material on this subject in our Virtual given page. DocuSign also features a sophisticated security Library SM. To create your personalized search, visit www.acc. infrastructure and versatile transaction controls. And with com, click on the “Research” pull down menu button, then DocuSign, a signatory can sign an opened file, can visit a select Virtual Library. Type in your keywords and search to website to sign, or can sign in person. Given these added see the other resources we have available. features, DocuSign has attracted clients in the real estate, mortgage, and financial-services industries. Archiving from the institutional memory as that person moves up- Historically, the contract process leading up to signing ward in the company or moves on. It’s safe to assume that has garnered most of the attention. Consider what might this sort of scenario plays out routinely. happen to any given sales contract once it has been signed: It’s certainly possible to rigorously maintain a complete The sales department loses interest and moves on to the set of paper copies of your contracts. But once your opera- next prospect. Legal breathes a sigh of relief and starts tions reach a certain size, maintaining only paper copies putting out the next fire. A copy of the contract is put in would be unrealistic. Many companies have their signed someone’s filing cabinet, and in due course it disappears contracts scanned and digitally archived, but that can be a ACC Docket December 2007 68
  • 8. slow and costly process that allows room for human error. Many companies have their Signature-automation and contract-lifecycle-management signed contracts scanned and solutions offer an alternative, in that imaging is one of the features they offer. digitally archived, but that Monitoring can be a slow and costly Maintaining readily accessible copies of your contracts doesn’t do much good if you don’t keep track of what’s process that allows room for in them. Relying on an improvised approach to contract human error. monitoring is fraught with peril. Someone might compile an abstract of information from a given contract, but how accu- rate and pertinent it is depends entirely on the diligence and Solutions for Monitoring experience of the person doing the compiling. Furthermore, such an abstract probably wouldn’t put contract informa- The contract-lifecycle-management (CLM) industry tion in the context of the broader relationship with the other has developed to offer companies an information-technol- party. And the abstract would likely be lost from sight in ogy solution to the problems of monitoring contracts. Af- due course, at which point the contract might as well have ter languishing somewhat in the 1990s, such solutions are ceased to exist, until such time as events in the outside now in greater favor, presumably due to developments in world force the company to acknowledge its existence. technology and due to the fierce competition, increasing It’s easy to imagine the unfortunate consequences that workloads, increasing cost pressures, and tough compli- can arise from slapdash monitoring: You miss contract ance environment that businesses face. deadlines. You fail to enforce obligations imposed on the Some companies, such as Upside Software and Empto- other party. You overcharge or undercharge for products ris, are pure-play CLM providers. Other CLM providers or services, or someone overcharges or undercharges you. expanded into the area from enterprise resource planning The lack of credible data regarding performance hampers (SAP, for example) or customer relationship management your strategic planning. And your internal controls might (Salesforce.com, for example). fail to meet the standards imposed under the Sarbanes- CLM solutions come in many flavors, but the more Oxley Act of 2002. comprehensive solutions aim to provide businesses with a j tool that makes it much simpler to manage all aspects of the contract process, from cradle to grave. From the first step—for example, when a salesperson requests a term sheet from a customer—through contract creation, nego- Alliance Partner tiation, performance, compliance, and risk management, the user can control and monitor the process and track all relevant data. If the fit is good between a CLM solution and a user, IntraLinks offers a fast and secure way to manage the user should be able to better gauge performance—by legal document exchange, storage, and access with it and the other parties—under its contracts. That should their OnDemand WorkSpaces. IntraLink's OnDemand ensure that it doesn’t, for example, miss important dead- WorkSpaces™ allows for the safe sharing of confidential lines. The user should be able to shorten the time it takes materials with internal and external parties—without the to get to contract, and that in turn would reduce the like- security and compliance risks inherent in fax, email, and lihood of missing out on deals due to delay. The stream- shared drives, and without the administrative burden, lining of processes and improved collaboration that come cost, and uncertainties of overnight mail. Using an online from using a CLM solution could significantly reduce workspace, in-house counsel can create a permission- operating expenses. And the user could ensure that for only area where documents can be shared and accessed compliance and financial-reporting purposes, information anytime, and from anywhere. is automatically channeled to the people who need it and is readily available for audit purposes. To learn more about IntraLinks and their exclusive Whether a CLM solution makes sense for your busi- discounts for ACC members, visit www.intralinks.com or ness would be a function primarily of scale—do you enter call 1.866.INTRALINKS. into enough contracts to warrant the time and expense involved in implementing a CLM solution? Beyond that, ACC Docket December 2007 70
  • 9. it would be a question of the exact nature of your opera- transform how people “connect, communicate and collabo- tions. Generally, CLM solutions are sufficiently scal- rate.” It stands to reason that its own operations would fall able that implementing one can make sense for smaller within the scope of this ambition, and Cisco’s legal depart- companies as well as the largest. But users should assess ment has long been aware that its contract-management how well a given CLM product handles each stage in the systems must be accessible at all times to its worldwide contract process. For example, the document-assembly legal personnel. And Mark Chandler, Cisco’s senior vice component of a given CLM product is unlikely to offer the president and general counsel, has stated very publicly that functionality of a pure-play document-assembly engine lawyers would operate more effectively if they were to avail such as DealBuilder or Exari. themselves of an array of information-technology tools that make it easier to communicate and share knowledge. A Case Study Applying this approach to Cisco’s legal operations is Cisco Systems the task of the “Legal Technology Solutions” group, which A business might be at liberty to implement, in one helps Cisco’s legal department develop or capture knowl- fell swoop, systems that would put its contract process on edge and then share it. It works with contract negotiators an optimal footing. But because of their size and history, and the relevant groups in the legal department to improve many companies would have to do so gradually, so as to both the quality-driven and process-drive parts of the keep costs under control and integrate new technologies contract process. with the less new. The Cisco lawyers and contract negotiators serving a Cisco Systems’ experience with managing its contract given business group have the lead role in drafting tem- process provides a case study in the value of these new plates to be used by that business group—they know the approaches to contract management and how a substantial business intimately so are best placed to give expression to company has gone about implementing them incrementally. a transaction and handle any issues that arise during ne- Cisco, as the worldwide leader in networking, seeks to gotiations. But to balance this decentralization, any given BridgewayHalf_April.qxd 2/20/2007 10:50 AM Page 1 Connecting In-House Legal with Solutions, Relationships, Results Bridgeway combines best practices in technology with outstanding service to deliver the results you want. Matter Management ■ Contract Management ■ Electronic Invoicing ■ Corporate Governance ■ Litigation Risk Assessment ■ www.bridge-way.com 888.272.4699 ACC Docket December 2007 71
  • 10. template is subjected to multiple levels of review, including Once a given contract has by a content-management specialist, to ensure that the po- sitions taken are consistent with Cisco policy and conform been negotiated, the stored to guidelines regarding language and layout. Cisco’s content-management specialists consult style information and the draft contract guidelines—including MSCD—and other resources are made available to the specifying standards to be applied across Cisco’s many templates. To speed up the review process, these resources legal and finance departments are now being distributed to those responsible for the first draft of any template. and the affected business unit. For purposes of the issue spotting and brainstorm- ing that are a part of determining what to cover in a given template, Cisco’s lawyers can make use of “Legal Exchange,” a bulletin-board system hosted on Cisco’s mation. Although this system was developed before recent intranet. Cisco is currently developing wiki-style interac- advancements in contract-lifecycle-management technology, tive tools to enhance this sort of information sharing. A it has allowed Cisco to handle the contract process much further tool is “Legal OnRamp,” an interactive online more efficiently than it would have otherwise. community established by leading law firms and major Given the sophisticated contract-lifecycle-management companies, including Cisco. solutions that are now available, Cisco has been investi- gating whether an off-the-shelf CLM solution could pro- Cisco Document Automation vide the seamless and comprehensive coverage that Cisco As the for process-driven part of contract manage- is looking for. In addition to operational efficiencies, such ment, Cisco has developed “NDA Central,” an innova- a solution would allow Cisco to get out of the business of tive system with DealBuilder at its core that non-legal designing and maintaining CLM solutions. Cisco personnel use to draft nondisclosure agreements As part of this analysis, Cisco is continuing to scruti- and send them to customers for fully automated review nize its own contract-management processes to determine and electronic signature. Over the past two years, more how they could be made more efficient. Once complete, than 8,000 nondisclosure agreements have been created Cisco will attempt to automate these internally developed and signed using NDA Central. In addition, Cisco uses a processes into the contract-management software of its “click to accept” format for a range of other agreements. chosen vendor, Emptoris, Inc. For its high-volume sales contracts, Cisco uses Deal- Challenges and Rewards Builder, which allows it to reap all the efficiencies offered by a logic-driven document-assembly engine. These have Cisco has been aggressive in the steps that it has taken been dramatic—instead of having multiple templates for a to gain greater control of the contract process. Cisco’s particular type of transaction, Cisco now only needs one experience demonstrates that it’s a daunting challenge. automated template. In terms of contract substance, controlling the con- Cisco has also used DealBuilder to develop libraries of tract process requires a rigorous grasp of the law and provisions used across different kinds of contracts. Boil- your company’s business. In terms of contract language, erplate, such as an assignment provision, can be drafted it requires an unwillingness to be satisfied with recycling once and then inserted in different templates. If Cisco stale conventional wisdom. And in terms of process, it updates the clause, the change is reflected in all templates requires keeping track of an increasing number of infor- in which it appears. mation-technology solutions and determining which, if For those parts of the contract process that follow any, would provide you with efficiencies that significantly drafting the contract, Cisco has developed its own contract- outweigh the cost and inconvenience. management system. Information required for review and But Cisco’s experience also shows that if you bring to approval is stored online. Once a given contract has been bear on the contract process a comprehensive and inno- negotiated, the stored information and the draft contract are vative approach, the rewards can be significant. made available to the legal and finance departments and the affected business unit. Once they have given their “virtual” Have a comment on this article? Email editorinchief@acc.com. approval, the contract is signed, then scanned and stored in a search-enabled repository. Thereafter, the system can alert users to termination dates and other key compliance infor- ACC Docket December 2007 72