Drafting contracts

(e) Step 5: Establishing the procedure and setting the agenda

Contract automation requires preparation. That was the focus of the first five steps. Especially in case of large legal departments, it is important to establish an efficient and effective way of working. The best practice group should determine how and how often it will discuss the milestones. Depending on the multinational character of the company (or rather the international spread of its in-house counsel), the discussions are concentrated in physical meetings or conference calls (or a combination of both).

The best practice group needs to establish an agenda: the milestones, as well as the dates on which conference calls or meetings will be held to discuss them. The milestones would consist of both the preliminary results and the proposed end-results for the various sets of model building blocks.

An appropriate way of structuring the work is again to allocate the work to sub-groups of the best practice group. Each sub-group consists of legal experts. The contract drafter of the contract automation and contracts best practice group (or the project manager, if he or she is a lawyer – see step 2) should participate in all sub-group meetings. The sub-groups should discuss what the contract drafter prepared and address points for improvement. With the input of the legal experts in the sub-group (ideally in the form of a mark-up), the texts will be further upgraded. The result will be submitted to the rest of the best practice group for their review.

During a plenary meeting or conference call, the sub-groups report their findings. The best practice group should decide on open issues, convey general comments and share observations relevant for the other sub-groups. The contract drafter (or the project manager) should be keen that matters affecting consistency of the deliverables of sub-groups are all addressed and decided upon.

If no further changes would be required on the basis of the plenary discussions, the individual members should review the work delivered by the sub-groups (in which they did not participate). The aim of these reviews should be to improve the milestone deliverables, not to introduce new elements. Likewise, the end-result will be scrutinised by all members and a broader support is created.