(b) Script the critical moves (clarity resolves resistance) 2/2

Contract automation – which contract to start with? When a head of legal asks the legal team which contracts should be automated first, team members will be geared towards ‘efficiency thinking’:

• not the Power of attorney (because it is too easy to automate and too quick to compete),
• not a Contract amendment agreement (because it is a ‘quickly’ that is presumably made quicker from scratch).

Wrong approach. Wrong assumptions; precisely these documents may be time-consuming on an annual basis: there is no good model Word-document for it, the follow-up, managing the lack of robust administration (no accurate overviews). But the conclusion might be correct (it depends on your business).

Maybe they think of another one:

• our Strategic purchasing agreement ? (and raise yet another objection: maybe not, because it is too large and not yet finished anyway).

This premature efficiency thinking will not work – it is problem-oriented thinking. Instead, a head of legal should ask which contracts they create most frequently, or which are the most important ones? (which is where to find the bright spots). Get your legal team to look into their files and count. Look into your contract lifecycle management application (how many contracts of certain kinds were signed?) and count.

Critical moves and external support. In large multinationals, automating contracts might be a large project, often requiring external support. In such case, in-house counsel should work on upgrading the model contracts, and on reviewing the automated templates and related questionnaires. Any external (interim, freelance) legal counsel or law firms involved to carry part of the work-overload should not fully take over the model contract upgrading work, and should not do the testing the automated templates. Not participating in contract upgrading or in finetuning the automated questionnaires by those who are supposed to embrace it, implies that no internal ‘ownership’ will be established. And such ‘ownership’ is crucial after launch of the automated contracts.

A legal department should not outsource part of its core business process to external professionals; instead, it makes sense to assign any additional professionals to the support of the day-to-day affairs. However, involvement of external support in the contract automation project is welcome if it relates to a language-review of the model contracts or to initial template-insertion work (in the Weagree Wizard, template insertion work can easily be split up and divided among juniors and seniors).

Template-testing as a critical first move. Sometimes, lawyers simply fail to start. Although a ‘perfect’ questionnaire appears to be less crucial for a ‘perfect start’ with contract automation, it needs to be reviewed anyway. So, sit down with every lawyer, answer a questionnaire together, and check the created contract together (make a compare against the original model contract). Effectively, this should be no more complicated than the review of a first-draft contract sent by the other party. Such joint processing of the questionnaire may reveal emotional disconnects with the new way of working, but also any points of attention.

Usually, delegating contract creation to the business is a great success; if you hesitate delegating contract creation to the business because you have fears about their (mal) appreciation: talk to the person ultimately responsible for that business unit. Share your concerns (after all, compliance with contractual obligations are that business unit’s responsibility). If you believe that more ‘control’ is desirable, impose an intermediate step of workflow approval (i.e. no contract can be generated before a lawyer approved the Q&A-results). At Weagree, we have seen numerous instances of customers where delegation led to 100 times more contracts created: business units do not employ bad-faith employees, but employees are sometimes completely fed up with the delays in contract creation. Realise what is better: having an unknown part of your business covered by (hopefully, correctly imposed) general terms and conditions or be able to have a business create hundreds of tailored contracts for all those ‘covered cases’?