Streamlining Contract Development | Apttus and Duff & Phelps

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  • First step is to locate all of your contracts and contract templates.Then organize the contracts by contract type.When you analyze them to become templates, you’ll want to group the contracts by some meaningful designation: “sales contracts”, “license agreements”, “NDAs”
  • Analyze the contract language to find identical or even similar language.It can be known and titled clauses like “Termination”, “Force Majeure”, etc… or can just be standard language that’s used repetitively across contracts “boilerplate” etc.
  • Once you’ve grouped the language chunks/clauses, evaluate them for differences.It may be a case of a single word or phrase or the entire section may be different (though it has the same title – accounting for regulatory or jurisdictional differences, perhaps).Once you’ve marked up the differences, determine the rules behind when one gets used over the other… or determine which is the preferred version and which are the alternate versions.
  • A contract clause library is an online repository of pre-defined and approved legal clauses that can be inserted in to contracts authored by your own staff, or in some cases, in to third party contracts that you are reviewing.
  • Online repository of pre-defined and approved clauses that can be inserted in to contracts authored by your own staff, or in some cases, in to third party contracts that you are reviewingIf language in a clause needs to be changed, having a central repository allows for single updates to be replicated through many contracts rather than having to make changes to multiple clauses in multiple locations/templatesIncreases efficiency while at the same time reduces the risk of business folks using the wrong or outdated language
  • Check-in/Check-outVersion controlAccess-control and securityMaybe even an approval process for changes
  • Organize the clauses based on type (similar to the exercise you took with the contracts themselves).While building the library it may be helpful to develop a clause matrix to quickly see where every clause resides in each contract typeA system, for instance like Apttus, will allow you to attach metadata to these clauses to easily retrieve them as well as provide guidance for when they should be used.
  • This is where the biggest bang for the buck resides.aka “PLAYBOOK” – now the contract creators don’t have to explicitly know which clauses belong in the contract (often times these days, the folks generating contracts are not necessarily lawyers)When you have alternate clauses, you can embed rules into a contract mgt system to alter the generated contract based on data in the system.For example – if you have various “GOVERNING LAW” clauses for each jurisdiction in which you’re contracting, you drive the inclusion of each specific clause based on a field like “JURISDICTION”
  • Use CLM system to run reports to show all contracts that contain specific clausesYou can even track when alternate clauses are being used more than primary clauses and determine whether it’s time to make changes to reduce negotiationACTUAL CASE: Company being acquired asked to produce all contracts containing a “change of ownership” clause… instead of hiring teams of lawyers and paralegals, a simple report can be run to identify all of the contracts that have included this clause.CURRENT APPLICATION: Dodd-Frank Section 165(d) requires all financial institutions with $50B in consolidated assets to submit annual reports (called “living wills”) that includes a variety of compliance items – and one specifically dealing with “critical vendors” that support the business. The financial institution must identify those third-party vendors and insure their contracts contain a specific clause that relates to continued operations in the event of financial distress. If these financial institutions had established a central repository of contracts and clauses, this undertaking would be fairly straightforward. Instead, many companies are hiring teams of lawyers and consultants to pore over every contract, word for word, under tight deadlines.
  • Set a regular schedule for reviewing standard clauses: Situations change – markets, economies, products and services, etc. Stay on top of these changes and don’t let standard language get stale. Could end up with revenue leakage, compliance issues, etc. Identify key clause metrics: Metrics – how many times was a clause variance accepted? Or how many times did a counterparty accept our version?Utilize Technology: reports
  • International contracts: translation
  • Mapping: Map standard clauses to Third-Party proposed clauses
  • Using a contract lifecycle mgt system to automate the process allows for embedding compliance rules directly into the process.Systems are flexible to allow for rules to include approved variances, or variances that trigger ad hoc approval processes.Sales/Business feels like it is driving the contract creation/approval process and is incentivized to insure compliance (even if unknowingly).Legal still controls the process creating a healthy balance between the need to get to revenue quicker and the need to maintain compliance and reduce risk.
  • Using a contract lifecycle mgt system to automate the process allows for embedding compliance rules directly into the process.Systems are flexible to allow for rules to include approved variances, or variances that trigger ad hoc approval processes.Sales/Business feels like it is driving the contract creation/approval process and is incentivized to insure compliance (even if unknowingly).Legal still controls the process creating a healthy balance between the need to get to revenue quicker and the need to maintain compliance and reduce risk.
  • Systems are flexible to allow for rules to include approved variances, or variances that trigger ad hoc approval processes.
  • Sales/Business feels like it is driving the contract creation/approval process and is incentivized to insure compliance (even if unknowingly).Legal is no longer viewed as the “Sales Prevention Dept”
  • “LEVER” example: Sales person can generate a contract. Standard contract with no modifications results in no approval process. Sales person can make a data change to trigger the inclusion of an alternate clause and it may trigger a one-step approval, or another change that may trigger a two-step approval. The sales person can then decide the path to take – all the while legal is essentially steering the process (through the pre-developed contract lifecycle management system and CLAUSE LIBRARY.This results in legal still controlling the process and the business feeling it has control and flexibility – which creates a healthy balance between the need to get to revenue quicker and the need to maintain compliance and reduce risk.
  • We provide Quote-to-Cash solutions that cover the entire process from “buyer’s intent to buy to realization of cash” – all built on Salesforce1 –The world’s most scalable, secure enterprise platform You do not need to be a Salesforce customer to use Apttus. A Salesforce platform license is included with your Apttus license.
  • Apttus’ automates end-to-end Quote-to-Cash processes for the enterprise. The only Company to do this in the cloud. Apttus Contract Management represents a key component. Apttus is the de facto choice for Contract Management within Salesforce.
  • In Apttus you can create whatever type of Template you require using MS Word as the tool. Almost all of our Clients reduce the number of templates they need to maintain dramatically due to the power of conditional assembly. Here we have a short list of common templates. I’ve highlighted the MSSA Agreement at the bottom of the list and now we can take a look at the Template in more detail.
  • As you can see we are in MS Word. The ribbon across the top includes the additional functionality to interface with Apttus.To insert a simple merge field from the Agreement record, just place the cursor where you would like to enter the field,Click ‘Insert Merge Field”, a dialog box opens and youSelect “Agreement Fields” for the objectand Select “Total Discounted Amount” for the merge field.Click ‘”Insert Field”,The resulting merge field is added with no code just clicks!
  • It is a similar process to insert a Smart Field, the difference being is that a Smart Field allows a bi-directional flow of data between the MS Word Document and Apttus. Updating data in either place will allow you to automatically update it in the other. Click ‘Insert Smart Field”, a dialog box opens and youSelect “Agreement Fields” for the object and Select “Agreement Start Date” for the smart field.Click “Insert Smart Field”The resulting smart field is added with no code just clicks!
  • To create conditional language like Basic or Premier Support, just highlight the language you want to make conditional, click ‘Make Conditional”, a dialog box opens and you choose “Agreement Fields” for the object and “Support Exhibits” for the field. Choose “Equal to” as the Condition, enter “Basic” as the Value, click “Make Conditional” The resulting conditional text is added with no code just clicks!
  • You can create a library of clauses with the MS Word interface. Here is a list which includes clause for Taxes.
  • By clicking on the Taxes Clause you are brought to the Clause Record which provides additional detail. On the left you have Name, Description, associated Agreement Types, on the right you can see the Owner, Guidance which appears in the Playbook, Next Revisions Date. At the bottom you can see the actual language.
  • That Taxes Clause is part of the Playbook which is used to update contracts with pre-approved language during negotiation. Imagine I’ve received the contract back with the Taxes clause completely redlined. I am now using the ribbon for negotiation which includes the Playbook. Click on “Playbook”, a dialog box appears that provides the option to search for a Clause, enter ‘”Tax” and some pre-approved clause appear with guidance. Click on the first one “Taxes” at you are presented with the actual language. After deciding this is the language you wish to use, click “Insert”. The new pre-approved language is added to your contract.Again, all clicks and no code!
  • Not only can you easily add language to a contract using the Playbook, but you can Track and Report on any clauses inserted or modified. Again using our tax clause as an example, you can see where clause has been added to the previous contract and to a number of different Contracts using what we call a “List View” in Apttus.
  • In addition to List Views, Here is an example of a report that can be generated where you would like to have visibility into Clause Usage across all active Contracts. Apttus, being 100% native on the Salesforce platform utilizes a very robust Reporting Engine where you can report on any field and distribute the reports internally and externally, and they can be easily created and modified by Business Users with drag and drop.
  • And Finally, you can also create Dashboards based on reports that provide a great visual representation of important information that you can view at a high level, with the ability to drill down into specific detail if required. These dashboards can be easily configured and like reports can be visible or not based on Roles and Permissions. Thank you for the opportunity to show you via PowerPoint a very small subset of the functionality available in our Contract Management solution, we would welcome the opportunity to show you the complete breadth and depth of that functionality in a live demo. With that I’ll hand it back over to ….
  • Streamlining Contract Development | Apttus and Duff & Phelps

    1. 1. ® APTTUS 2013 APTTUS Corporation | 1400 Fashion Island Blvd. Suite 200 San Mateo, CA 94404 | info@apttus.com #CLMsuccess Streamlining Contract Development with Contract Templates & Playbooks Jason Smith Director, Legal Mgmt. Consulting Duff & Phelps Gary Lochhead Senior Sales Engineer Apttus
    2. 2. Contract Templates & Playbooks It’s Not Just Form Over Substance Jason SmithMarch 13, 2014
    3. 3. Agenda 1. Creating the Right Templates 2. Establishing a Clauses Library 3. Implementing Standard Timelines and Metrics for Review 4. Stealth Behavior Modification – Who’s Really In Control? Duff & Phelps 3 Confidentiality Disclaimers Waiver Assignment Severability #CLMsuccess
    4. 4. Creating the Right Templates Duff & Phelps 4 1 #CLMsuccess
    5. 5. Creating the Right Templates 1. Consolidating your contracts 2. Identifying common contract components 3. Identifying variable contract components Duff & Phelps 5 #CLMsuccess
    6. 6. 1. Consolidating your contracts 2. Identifying common contract components 3. Identifying variable contract components Creating the Right Templates Duff & Phelps 6 Master Template #CLMsuccess
    7. 7. Creating the Right Templates 1. Consolidating your contracts 2. Identifying common contract components 3. Identifying variable contract components Duff & Phelps 7 #CLMsuccess
    8. 8. Creating the Right Templates 1. Consolidating your contracts 2. Identifying common contract components 3. Identifying variable contract components Duff & Phelps 8 #CLMsuccess
    9. 9. Establishing a Clause Library Duff & Phelps 9 2 #CLMsuccess
    10. 10. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 10 #CLMsuccess
    11. 11. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 11 #CLMsuccess
    12. 12. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 12 #CLMsuccess
    13. 13. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 13 #CLMsuccess
    14. 14. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 14 If [Jurisdiction] = U.S. If [Jurisdiction] = U.K. #CLMsuccess
    15. 15. Establishing a Clause Library 1. Create a central repository 2. Include document management functions 3. Identify clause types 4. Develop conditional rules 5. Track clause usage Duff & Phelps 15 #CLMsuccess
    16. 16. Other Benefits Duff & Phelps 16 3 #CLMsuccess
    17. 17. Other Benefits 1. Implement Standard timelines and metrics for review 2. International Contracts 3. Mapping to Third-Party Paper Duff & Phelps 17 #CLMsuccess
    18. 18. Other Benefits 1. Implement Standard timelines and metrics for review 2. International Contracts 3. Mapping to Third-Party Paper Duff & Phelps 18 #CLMsuccess
    19. 19. Other Benefits 1. Implement Standard timelines and metrics for review 2. International Contracts 3. Mapping to Third-Party Paper Duff & Phelps 19 #CLMsuccess
    20. 20. Other Benefits 1. Implement Standard timelines and metrics for review 2. International Contracts 3. Mapping to Third-Party Paper Duff & Phelps 20 OUR CONTRACT THEIR CONTRACT #CLMsuccess
    21. 21. Stealth Behavior Modification – Who’s Really In Control? Duff & Phelps 21 4 #CLMsuccess
    22. 22. Stealth Behavior Modification – Who’s Really In Control? 1. Built-in legal rules 2. Predetermined allowable variances 3. Perceived control outside of legal 4. Actual control driven by legal Duff & Phelps 22
    23. 23. Stealth Behavior Modification – Who’s Really In Control? 1. Built-in legal rules 2. Predetermined allowable variances 3. Perceived control outside of legal 4. Actual control driven by legal Duff & Phelps 23
    24. 24. Stealth Behavior Modification – Who’s Really In Control? 1. Built-in legal rules 2. Predetermined allowable variances 3. Perceived control outside of legal 4. Actual control driven by legal Duff & Phelps 24
    25. 25. Stealth Behavior Modification – Who’s Really In Control? 1. Built-in legal rules 2. Predetermined allowable variances 3. Perceived control outside of legal 4. Actual control driven by legal Duff & Phelps 25
    26. 26. Stealth Behavior Modification – Who’s Really In Control? 1. Built-in legal rules 2. Predetermined allowable variances 3. Perceived control outside of legal 4. Actual control driven by legal Duff & Phelps 26
    27. 27. APTTUS Quote-to-Cash Solutions Built on Salesforce1, the world’s most scalable, secure enterprise cloud platform
    28. 28. ® APTTUS 2014 #CLMsuccess APTTUS Quote-to-Cash Quote Contract RevenueOpportunity ERP PARTNER COMMERCE RISK MANAGEMENT CONFIGURATION PRICING QUOTING CPQ CONTRACT MANAGEMENT SUPPLIER COMMITMENT MANAGEMENT Quote Contract Revenue E-SIGNATURE REVENUE RECOGNITION RENEWAL MANAGEMENT REBATE MANAGEMENT E-COMMERCE QUOTE-TO-CASH INTELLIGENCE AUTHORING WIZARD COMPLIANCE ONBOARDING SCORECARDING SPEND ANALYSIS X-AUTHOR
    29. 29. ® APTTUS 2014 #CLMsuccess Creating the Right Templates Contract templates can be created within Microsoft Word, and accessed from Salesforce
    30. 30. ® APTTUS 2014 #CLMsuccess Creating the Right Templates
    31. 31. ® APTTUS 2014 #CLMsuccess Creating the Right Templates
    32. 32. ® APTTUS 2014 #CLMsuccess Creating the Right Templates
    33. 33. ® APTTUS 2014 #CLMsuccess Establishing a Clause Library
    34. 34. ® APTTUS 2014 #CLMsuccess Establishing a Clause Library
    35. 35. ® APTTUS 2014 #CLMsuccess Utilizing a Playbook
    36. 36. ® APTTUS 2014 #CLMsuccess Tracking & Reporting
    37. 37. ® APTTUS 2014 #CLMsuccess Tracking & Reporting
    38. 38. ® APTTUS 2014 #CLMsuccess Tracking & Reporting
    39. 39. ® APTTUS 2013 APTTUS Corporation | 1400 Fashion Island Blvd. Suite 200 San Mateo, CA 94404 | info@apttus.com #CLMsuccess Q&A Jason Smith Director, Legal Mgmt. Consulting Duff & Phelps Gary Lochhead Senior Sales Engineer Apttus

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