Professional Documents
Culture Documents
Contract Management Playbook
Contract Management Playbook
Playbook
The “Five Cs” for an Effective
Contract Management Process
Playbook
pg 3 Contract Management – The Basics
Content Collaboration
Consistency
Customization
Communication
Compliance
pg 22 Conclusion
pg 23 Case Studies
pg 24 Step-by-Step
Sample Process Checklist
But the responsibility can be challenging for lawyers who may find
themselves taking on several roles – advisor, advocate, therapist,
The “Five Cs” for an Effective and communicator. And often, they must play one or more of these
Contract Management Process roles throughout the contract lifecycle, navigating and managing
expectations while ensuring party objectives and rights are
appropriately accounted for.
+ T
he parties are cooperative and responsive.
+ T
here are few surprises and even fewer misunderstandings
or disputes.
+ T
here is a clear path to making changes during the contract
with any issues to the mutual satisfaction of both parties.
+ T
he engagement is easily monitored for compliance and
updated as needed.
A collaborative contract management process can simplify contract As parties are engaged and adequately informed, they tend to have
management workflows, reduce misunderstandings and mistakes, more constructive interactions. But when they are not informed or are
and result in more successful negotiations and outcomes. brought into a discussion late in the game, it is not surprising that they
A collaborative effort can reap other benefits, such as improved are hesitant to make decisions.
contract performance, strengthening relationships, and
generating new opportunities for growth and development. Importantly, when engaging the relevant players in contract
management, focus on gaining and maintaining trust, and facilitating
Trust and transparency are at the heart of collaboration. With trust and rather than controlling.
transparency, parties feel that they are on an equal footing and have
more of a say on the contract terms most relevant to them. This allows Below are some tips for engaging and sharing information on an
the contract to be negotiated and executed faster as the parties can ongoing basis to build trust and uphold the transparency of your efforts.
more readily determine, negotiate, and agree to the contract’s terms
and conditions.
+ Try at the outset of the process and, where appropriate, throughout to: - If you are a solo practitioner, ask your trusted clients periodically
if they have any questions or concerns about the engagement
- U
nderstand each party’s needs, interests, and expectations
you are working on for them.
by asking them.
- If you are at a small- to medium-sized law firm, run questions
- S
et the tone that the effort will be collaborative and not one-sided
or issues by other lawyers and staff members. If you are
and say as much.
working with them on the contract, let them know their input
- E
ncourage collaboration through reminders made during is important to you through periodic check-ins; in-person would
discussions (electronic and in person) to provide feedback and be best, but emails can work as well if meeting in person may
recommendations. be difficult.
- D
o a combination of these recommendations if you
are an in-house lawyer.
- D
o not shy away from asking for negative feedback.
+ W
ork with other stakeholders on contracts
(e.g., procurement or compliance personnel), and engage
them in the design of the contract management process.
6
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1. Collaboration cont’
+ S
tandardizing contract attributes so everyone can see key legal + Integrating with other workflow applications (e.g., Microsoft Office
terms, important dates, parties, and other granular contract data tools) that speed up the entire contract process
A consistent contract management process means the measures are Consider which scenario best reflects your current reality:
being completed and operated on an ongoing basis as intended to
get the contract through its lifecycle. + Y
ou can perform your contract management steps regularly, with
little to no aggravation or pause. This outcome means that your
contract management process is consistent.
+ Y
our process stalls occasionally or at various stages, causing you
to complete your contract lifecycle outside the process. In that case,
you are dealing with an inconsistent approach.
The sooner you identify and address measures not being performed
consistently, the quicker you can get your process back on track.
Consider ways to identify inconsistent processing Integrate and uphold standardized measures
measures factoring in your experience as well wherever you can in your process, such as:
as that of others: + A
lways use contract templates and standardized clauses to create
+ A
udit your process to assess whether contract management contracts more consistently, faster, and without errors that typically
steps are consistently performed. happen when creating them manually.
+ S
urvey clients or other stakeholders on your process to find out + H
ave defined metadata for your contracts to describe the critical
what they think works and what does not. contract data to help manage, store, and use this information for
effective tracking, maintenance, and improved performance.
+ C
onduct a “lessons learned” at the end of one of your contract
management process stages to solicit feedback on any issues + A
s noted earlier, run periodic reports and reviews of the process
and challenges with that stage or your overall process. to check for consistency.
2. Consistency cont’
+ A
searchable database with all of your company’s finalized clauses + Instant redline comparisons of your language against your own
to easily compare draft language with what your company has standard clauses or publicly filed examples in the EDGAR database
agreed to in the past
+ S
tandardized contract attributes that ensure everyone has access
+ Q
uick access to a library of your preferred and most commonly to pertinent contract information, all formatted consistently
used clauses
+ T
he ability to add key dates to your calendar and set alerts and
+ A
robust Microsoft Word add-in that allows users to browse reminders to help speed up approvals, renewals, and amendments
their contract repository and clause library without leaving
their document + A
ccess to templates and Bloomberg Law Practical Guidance
documents that enable everyone to take a consistent approach
to the contract process
Contracts
Enter Keywords
Depending on the contract’s type, size, and complexity, lawyers Alpha ...
Licens ing Agreemen t
may want enough flexibility to adapt the contract to changing NEXT INC. ...
Soft ware License
+ C
ontract size. Larger and more complicated contracts may be more
challenging to change as they involve more stakeholders, resources,
and risks. In comparison, smaller contracts allow for more flexibility.
+ C
ustomizable storage and contract tags to organize your documents
the way you want and find exactly what you need quickly + T
he ability to mark specific clauses as favorites for easy accessibility
+ C
ustomizable contract attribute fields to align with how your + A
nalysis tools to easily compare language against your full repository
department organizes contracts of finalized contracts and the millions of contracts in the SEC’s EDGAR
database to ensure favorable terms
Communication is critical to contract management; the latter cannot who is involved, what is required and when it needs to happen, and what is
exist without it. Every stage of the contract management process agreed upon to avoid confusion and misunderstandings.
depends on some form of communication. It can be a mix of formal
and informal, written and verbal, depending on the situation and Remember that not all communication methods are equally effective or
the purpose. Lawyers can use emails, reports, dashboards, phone appropriate for each contract stage and may depend on where you are in
calls, video conferences, and face-to-face meetings to navigate their the contract. For example, tread carefully if you rely on instant messages,
contract management process. Any of these methods work, but they chats, and social media. Despite their informal nature, increasingly, some
need to be used in a manner that helps inform, clarifies expectations, jurisdictions may view the use of emojis (e.g., a “ ”) to indicate acceptance
resolves issues, and maintains trusted relationships. of contract terms. Stay informed and know how the relevant jurisdiction
views these types of communications regarding contracts.
Whatever the method, communications allow the parties to a contract
to document and track their objectives, what information is needed,
+ W
ho will get notice of changes and developments to
the contract?
+ E
nabling you to add key dates to your calendar and set alerts and
reminders to help speed up approvals, renewals, and amendments
Why is compliance important to Compliance with legal and regulatory requirements requires
contract management? identifying, understanding, and adhering to applicable federal,
state, international, and other regulations that impact the
Compliance is an ongoing process and commitment, which can become contract. For example, if the contract covers personal data,
privacy regulations will most likely apply.
more challenging as your practice grows or if you are helping clients
in different jurisdictions. Both compliance with contract terms and
compliance with legal and regulatory requirements are critical. Either
way, lawyers must recognize and address these requirements to protect
themselves, their practice, and their clients. Any noncompliance could Contract Compliance
have dire legal, operational, financial, and reputational consequences.
Compliance with certain deliverables stipulated in the contract
imposes specific deliverables on one or more of the parties.
For example, a compliance date six months after execution
requires Party A to deliver a status report to Party B.
How can I maintain compliance with regulations? How can I maintain compliance with
contract terms and conditions?
Knowing what you must comply with is the first step. Next, tracking
developments so that you can respond. For example, following Set scheduling ticklers using the calendar functionality of your email or
emerging legal or regulatory issues and developments can be document management systems. For example, the contract stipulates
challenging. Fortunately, the web has many resources prepared by a third-party audit must be conducted annually and submitted to the
reliable sources that are either free or available for a fee that track parties by the end of each calendar year. Set a tickler three months
regulatory developments. These include law firm memos, regulatory before this date to confirm, schedule, or check on this deliverable. Next,
notices, and think-tank reports. Lawyers should consider subscribing to schedule repeat reminders, and in the remaining 30 days within the
these resources rather than trying to maintain multiple spreadsheets to compliance date, set these ticklers in shorter intervals, with one set on
keep track of compliance data. the day before, the day of, and after.
If using a contract management tool, check to see if you can readily Alternatively, if you have a contract management tool, see how you
integrate feeds of this information. The right contract management tool can use it to track activities and get instant notification on the same.
should enable you to store the rules with custom accessibility or be able Instant tracking features should help you consistently catch all d
to upload this information. eadlines and milestones.
5. Compliance cont’
+ P
roviding a centralized and searchable repository of all your
contracts that is transparent and accessible to the whole team
+ S
aving preferred clauses directly from your executed contracts to + S
taying on top of critical dates and tasks with alerts and reminders to
the clause repository to prevent inconsistencies notify you of important upcoming actions like renewals and terminations
+ A
dd scenarios or techniques that help or reflect what can go wrong.
Y or N Question Comments
Do you have a contract management process?
Y or N Question Comments
Has the process been reviewed or audited in the past three years?
If so, were there findings, and were they addressed?
Do you review your process periodically? If so, what is the frequency
(e.g., annually, quarterly, monthly, other)?
Do you review your process when:
+ Y
our requirements change because of new or
updated laws or regulations?
Y or N Question Comments
Are parties finding it challenging to know what to do and when?