(a) Leading a change to contract assembly

John Kotter, an undisputed authority in the field of change management and modern leadership[64], identified eight stages of a successful change of process. In this paragraph, I will translate his stages to the introduction and roll-out of contract assembly. Because the incorporation of model contract upgrading efforts into a lawyer’s daily work is of a similar nature, the examples will address both aspects.

1. Establish a sense of urgency.

This first stage of any change-of-process-project essentially triggers or deteriorates all that follows. If people in an organisation are self-confident (i.e., when complacency levels are high), it will be virtually impossible to drive people out of their comfort zones: no urgency to change. In downturn economic circumstances, an increasing number of people will realise that a more effective and efficient way of working has become inevitable. Even in organisations with too much past successes, low performance standards or insufficient feedback from external sources, the capabilities of an advanced contract assembly solution such as that of Weagree are so evident and complaints about a legal department’s productivity or response time must have been repeated so often that a consciousness that things must change may increase. In legal departments, the pressure to change is most likely present. In law firms, where every hour can be charged, competitive pressure might not be that evident (yet).

2. Creating a guiding coalition.

Major changes, such as an improvement of model contracts or the introduction of a contract assembly software solution, demand support from the highest management level. The more convincingly changes are initiated, the more effective they will be. Upgrading model contracts requires strong commitment and conveyance by the general counsel or a law firm’s partner, whereas the introduction of automated contracting such as Weagree’s ‘wizard’ (including a delegation of contract creation work to business lines, even if that remains subject to legal approval) is something that must be applauded by senior management. Support and applause should be sincere (convincing) and persistent. To create actual support from in-house counsel for using the model contracts, it may be inevitable to establish a best practice group consisting of leaders from amongst the lawyers[65].

3. Developing a vision and strategy.

The mere introduction of contract assembly may well prove to be a great step forward. But to leverage on its capabilities – accelerating contract drafting – may require more than that. A general counsel and senior managers should develop their vision and strategy that may appear to be inherent to the use of document assembly software. Such vision and strategy should link the company’s (or law firm’s) current circumstances to the advantages of contract assembly in terms of business facilitation, time gains resulting from a reduced drafting time (increased productivity) and a much shorter response time of the legal department, reduced business transaction cycles, enhanced compliance and great risk management achievements. A company and their leaders might prioritise these advantages first, in order to create more focus and help making decisions (e.g., if two of the advantages contradict each other). The communicated vision and strategy should help everyone in the organisation to make the right choices in any situation. Without a vision, choices would need to be escalated to the general counsel (or senior manager) and important changes can easily dissolve into mixed and confusing signals and overly time-consuming projects.

Of course, introducing a contract assembly solution is largely self-propelling: it is the living evidence that time savings and many other advantages are achieved easily. A condition, however, could be that the model contracts are of good quality. This is why Weagree, other than almost all its competitors, delivers its contract assembly software with many model clauses.

4. Communicating the change vision.

A general counsel and senior managers must not only endorse the vision (and implementation strategy) that are inherent to the introduction of document assembly software. They should also express that vision and strategy: what are the advantages of the contract assembly software in terms of business facilitation, time gains resulting from reduced drafting time (increased productivity) and much shorter response time of the legal department, reduced business transaction cycles, enhanced compliance and great risk management achievements? What are the priorities that should be set when making choices?

It is important that the general counsel, senior managers and the best practice group choose proper and effective communication means to introduce the new way of working, to convey a vision that the forthcoming way of working implies a major relief for the workload and freshens the type of work that remains. Communication comes in both words and deeds. (Nothing undermines change more than the behaviour of seniors contradicting the verbal communication.)

5. Empowering employees for broad-based action.

Empowering your legal counsel or attorneys to run the new way-of-working implies that eventually, the change requires a bottom-up commitment. If those who need to embrace innovative ways of working have no believe in it, all change efforts will fail. It implies that senior management should not only create the necessary opportunities and applaud the initial efforts to get used to the anticipated way of working. They should, together with all related lower levels of responsible persons, encourage the new way of working and be prepared to face the challenges. If, for example, it appears that the model contracts are not of good quality, time must be created to improve those models. That might require the involvement of a company’s law firm (or the supplier of the contract assembly software) to provide additional support. Whenever senior, well-intentioned managers avoid confronting obstacles, they disempower employees and undermine success. Failure is in the detail.

6. Generating short-term wins.

Complex endeavours to implement innovative ways of working lose momentum if there are no short-term goals to meet and celebrate. Introduction of contract assembly software needs to take place step-by-step. First a small group of ambassadors should be introduced to the new way of working. Even though the Wizard is highly intuitive and flexible to work with, if a user fails to create a contract (for whatever reason, even his or her own inability to push the right button) the easiest escape is to blame the software application. Similarly, if a company or firm desires to upgrade model contracts, the best way to achieve momentum would be to start with apparent ‘no-brainer clauses’ such as the ‘Miscellaneous‘ section: probably 65 percent of all contracts consist of such type of clauses and phrases; unifying them in one or two stages implies a major milestone. And a quick success.

7. Consolidating gains and producing more change.

Once short term wins follow the one after the other, the major pitfall is to declare victory too soon. Like people may feel confident about the completion of one single major transaction, they will realize that this does not make them great contract drafters or deal-making negotiators. A true crack will probably remain hesitant about his (or her) quality of work even after a series of major transactions. When a company or firm introduces a document automation solution, each person should be encouraged to start and continue working with it. Also when work pressure increases (or rather: particularly in such circumstances). This is of course because commodity work should be commoditised and not be ‘promoted’ to bespoke services[66].

8. Anchoring new approaches in the culture.

You have to walk the extra mile: when you finish a marathon, your jacket and phone are still on a considerable walking distance! After implementing the contract assembly software or making important upgrades to your model contracts, it is absolutely necessary to anchor the new approaches into your organisation. The continuous improvement of model contracts must be both ascertained by effective and efficient process ‘rules’; the amendment of existing and the making available of new model contracts; actual monitoring of performance through the workflow of the contract assembly software; reviewing the level of seniority of staff and in-house counsel appointed for maintaining the contents of the contract assembly software and for reviewing model contract upgrading suggestions. In large organisations, it is recommend that you establish a best practice group (and sub-groups) for continuously reviewing and improving model contracts (as discussed in Annex 1 as well).