Considering the diversity of the contract processes that are followed in a Contract Lifecycle

Management team, I think it is of grave importance for individuals to have a holistic

understanding of contracts to ensure the employees are in the best position to be as efficient and
productive as possible.

Workflow of documents/documentation in the legal team

The execution of a certain document needs to be approved by the authorized person before it hits
the legal team; the legal team reviews the document; if there are changes, the redlined version is
shared with the vendor/customer, if there are no changes, the document is prepared for execution
and the concerned person is shared with the file with a seal (generally) and other checklists; if the
redlined version is accepted by the vendor/customer, there are no further negotiations required and
it would go through the same procedure as mentioned above; if the changes are not accepted,
negotiations regarding the respective legal clauses will take place and then when they arrive at a
common consensus, the same steps as above will be followed for execution of the documents. If
there are deviations to the standard policy a company follows, there will be a need of approvals
and mitigation plans. The document is expected to be signed by the approved signatories based
generally on designations/bands which is a list curated by the Board of Directors. Please note: if it
is an agreement between two Indian parties and it is a commercial document, it is better to have it
franked/on stamp paper.

Insight into contracts in a company

It would be better if we could understand the operational aspects of a contract. Why does a
company/organization/association enter into contracts? Drawing a parallel to instances of
everyday life where we as individuals enter upon numerous forms of contract and that a company
does the same however, it’s the fulfillment of the purpose that differ and the importance of the
documentation of the obligations of parties due to the sensitivity of information, volume of
business, protection of interests and to leverage statutory contractual obligations. Contracts are
made from the vendor you have for your tissues/toilet paper and extend to maintenance/sale of
laptops. Contracts are also entered upon for your Client/Customer. It would also help if the
different types of contracts like T&M, Fixed Price and ODC are explained.

Hierarchy of documents in the legal team

Under most circumstances, companies enter upon Non-Disclosure Agreements to have an
understanding to the capabilities and the requirements of parties to ensure that it would mutually
benefit the parties to contract with each other. An NDA is mainly executed to initiate business
discussions. There may be proposals shared during this time period. If they are satisfied with the
discussions, they may decide to execute an MSA/PSA/MRA/License Agreement. If it is an
MSA/PSA/MRA there may be SOW’s for specific service that has been sought for. Proposals may
be shared before the execution of the SOW too. We would then have the PO and invoices generated
accordingly. Order forms are sometimes issued by vendors for specific licenses. Quotes may be
shared before renewals to negotiate the increase in pricing or lack thereof. Policy documentation
is sometimes attached to the main agreement in the form of exhibits/schedules/annexures.
 Types of Agreements
There are numerous types of Agreements, NDA’s, MSA, License Agreements, Maintenance
Contracts, Cloud Computing Agreements, Master Services Outsourcing Agreements to name a
few. Most Agreements can be defined by their purpose, an MSA is probably executed when the
scope is open, and you would require specific SOW’s to ensure the scope is clearly documented.
You would probably execute a License Agreement when a License is being issued. A Maintenance
Contract may be executed when the Airconditioning needs to be serviced so on and so forth. Some
of the Agreements I feel it would be better if the below are covered
 MSA/PSA/MRA
 License Agreement/Master License Agreement
 Addendums and Amendments
 Maintenance and Support Agreements
 EULA
 SOW
 Engagement Letter/Consultant Agreement
 NDA
 Service Level Agreement
 Master Services Outsourcing Agreements
The Agreements need not be discussed at length or in-depth, however, the purpose of execution of
the above Agreements might allow individuals to understand the functioning which could enable
for a holistic understanding of the process. The list contains certain documents that I have come
across, please feel free to modify the above list in any manner you deem fit.

Industry Accepted Standard Clauses

Most clauses are company policy specific, however, we can always bridge the gap with generic
business understanding. One such instance can be of the limitation of liability clause; it would
make sense for us to not sign an agreement that gives you more liability than the volume of
business/service/products that is expected unless say you are expecting more in the near future
from the client. One other instance may be that of the confidential information shared, I may not
be completely comfortable with information shared in any form to be considered confidential, it
might be in the best interest of parties to have it documented which can serve as evidence if
required. It would be definitely difficult to have a foolproof list of standard accepted clauses since
there are various issues that could affect the drafting of these clauses including the expected
business volume, the nature of the client, the business relationship to name a few circumstances
under which the drafting of the clauses may be influenced by. Some clauses that I feel should be
discussed are as follows:
 Limitation of liability
 Indemnity
  Governing Law
 Term and Termination including verbiage of autorenewal
 Confidentiality and its survivability
 Payment terms and delayed payment

Clauses
There are multiple clauses in an agreement, and these are basically drafted between
entities/companies/organizations that would help discharge their duties in a proficient manner that
would help enable it to be mutually beneficial. There are no set standards per se, like different
organizations might word the agreement in a different manner. To ensure the respective employee
understands the respective clause, it would be in the best interest if he/she is trained to understand
the same. It would be better if the following clauses are discussed:
 Introduction clause to help identify the parties and the explanation of affiliates and
referencing in documentation with other documents like MSA reference in SOW so on and
so forth
 Recital clause
 Limitation of liability
 Indemnity
 Governing Law including dispute resolution
 Term and Termination (all forms of termination and termination fees) including verbiage
of autorenewal
 Termination and Transition Assistance
 Confidentiality and its survivability
 Payment terms and delayed payment
 Benchmarking
 True-up
 Data protection verbiage
 Travel Policy inclusion
 Price Adjustments language
 COLA
 Discount for early payment
 Contractor and Subcontractor provisions
 IPR ownership
 Productivity/efficiency clauses
 Non-exclusivity
 Proprietary rights
 Disaster recovery
 Non-solicitation
 Non-compete
 Most favored customer
  Boilerplate clauses including but not limited to assignment, extraordinary clause, notices,
waiver, severability to name a few

Ancillary documents
There are multiple documents that are a part of the contract. There are commercial documents that
refer it and contain important information for our Contract database management. Some of the
documents that employees would need to be trained on would include the following:
 P.O
 Quotes
 Proposals
 Attachments/Exhibits/Annexures/Schedules