(b) A mindmap for implementing a contract assembly solution

In the previous paragraph, I discussed how the implementation of contract assembly (or how the process of continuously upgrading your company’s model contracts) entailed a change management process and I identified which steps should be taken to realise a successful implementation. Weagree, a high-profile provider of contract assembly solutions, designed a so-called ‘mindmap’. It reflects a detailed and structured brainstorm overview of all the aspects of the introduction and implementation of their contract drafting software.

Three dimensions. Weagree identified three dimensions of rolling out their contract assembly software application: (i) a content-dimension, (ii) the human factor, and (iii) the process-related aspects. These dimensions can be spun out to key-elements and then further elaborated to sub-elements (et cetera).

Annex 5 contains a more elaborate mindmap that splits out each of the above branches. The high level mindmap could be translated into the following bullet points:

I. The content-dimension – your model contracts

(a) Identify User groups & template requirements (in view of timing):

  • Legal department

–      day-to-day contracts
–      month-to-month contracts
–      M&A (NDA, bid letters, frame MOU, SPA)
–      intellectual property rights (licenses, JDA’s, forms)
–      real estate and construction

  • Procurement / purchasing
  • HRM (consultancy and employment agreements)
  • Tax (intra-company SLAs)
  • Finance (intra-company loans)

(b) Contract drafting conventions

(c) Upgrade model contracts

  • Owner per contract
  • Best practice group / BU / staff

(d) Select and upgrade model contract clauses (to be collected in the knowledge management functionality of the assembly software)

  • Identify owner per contract clause
  • Best practice groups
  • Insert explanatory notes
  • Admin responsibility for Wizard-drafting consistency

Note: there is no need to upgrade model contracts before implementation of a contract assembly solution (because in practice, contract assembly software appears to be a catalyzer)!

II. The human factor – persons involved

(a) Legal department

  • General counsel / Head of Legal
  • In-house legal counsel
  • Best practice groups for model contracts
  • Administrator (template insertion) and coordinator

(b) Non-legal (BU’s, IT, staff)

  • BU’s and business line managers (scheduled according to the scope and phase of roll-out)
  • Internal customers / sounding board for Q&A’s
  • Involve/inform IT helpdesk

(c) Your contract assembly provider

  • Advice on use and functionalities Wizard
  • Support on roll-out and use
  • Model contract upgrading services
  • Template insertion services (including advice on structuring Q&A’s)

III. Roll-out and use – the process-related challenge

(a) Training

  • Three to four day-parts for inducing and training a template administrator
  • Intro presentations to internal customers
  • Optimise Q&A-questions and template setup

(b) Preparations for use

  • Deliver ‘demonstratable’ content (initial input for teasing your peers and illustrating capabilities)
  • Insert model contracts and build Q&A’s

–      Prepare model contracts
–      Prepare Q&A (questions, answers, options)
–      Allocate templates to user groups

  • Establish contracting house style

(c) Start using!

  • Presentations to stakeholders:

–      Legal department members
–      Head of Legal, and senior management (non-users!)
–      Group-by-group: key business managers (if desired: subject to approval)

  • Update notices to all stakeholders (i.e., about improved model contracts and new contract clauses)
  • Use template Q&A’s for intake of new cases

(d) Incorporate in daily work (anchoring new approach in the culture)

  • Continue optimising template Q&A’s
  • Legal department meeting – permanent agenda item
  • BU / business line meetings

Roll-out – technical matters

Finally, there are a few practical matters. They will likely be addressed by your IT department.

(a) Hosting and security (Internal vs. the provider engaged by the supplier of contract assembly software)

(b) Daily backup

  • Created contracts (via DMS vs. via hosting)
  • Model contracts

(c) Second stage: build interfaces & web-services

  • Sharepoint / DMS
  • CRM
  • Company entities book