Implementing contract automation software in organisations can be difficult and may trigger change management challenges. The blog posts discuss solutions, tips and tricks related to automating contracts

Female Heads of Legal are more successful

One of the greatest challenges with contract automation and legal tech is to get everyone to change their way of working. Fact: legal departments with a woman as head of legal are more successful in achieving change than others. Not a little bit better; they outperform significantly.

What do our successful customers do, with a lady as captain? If we ask them, we get somewhat imprecise, vague answers. Even so, we have investigated how Weagree’s contract automation can be implemented successfully. We’ve also asked the help of experts on change management (here is a bestseller).

83 choices to adopting contract automation effectively

Our customers made some 83 successful choices, which we framed in a structure easy to remember and transpose to your own context. Female heads of legal and general counsel:

  • Accept that resistance is often a lack of clarity. Establish an innovation vision and talk about it. Act accordingly: free up time for those responsible for implementing contract automation. Prioritise legal tech.
  • Empathise with team members: find the feeling (engage). Make the change steps smaller (everyone is already busy enough). Build a growth mindset – many suffer from a fixed mindset (“not invented here” focusing on objections). Help everyone start with contract automation, if only try.
  • Create an environment in which failure is acceptable. Anchor contract automation in the daily work (not stop it after a first trial). Shine a spotlight on early signs of success.

Contract automation change management iconClick the links if you like to learn more – here is an executive summary of our framework.

 

5 practical steps to change behaviour

In practice, what our successful customers did to change behaviour, included:

  1. Dedicate one or two persons for the whole contract automation project.
  2. Make everyone responsible for a part of it (create individual ‘ownership’).
  3. Plan one or more days of walk-in hours with Weagree (it sets deadlines, allows everyone to be heard, it takes away unfamiliarity with the unknown, it secures continuity of your project).
  4. Implementing technology requires concentration: so free up time (it will repay immediately – because what looks like laziness is often exhaustion).
  5. People who resist, often lack clarity about what to do or how precisely. Shine a light on success stories.

What our successful customers then do

Our successful customers continue exploring how to further optimise their contracting processes: delegate contract creation to ‘the business’. Here, they arrive at the point where contract automation becomes collaborative, and successful in ways that could hardly be predicted.

Our statistics show that women are considerably more successful in having their team to adopt innovation. With 50 customers this might not be statistically reliable; it still is remarkable. And indeed, we also have very successful customers under leadership of a man.

Failing to implement contract automation successfully? 9 best practices

Do you have team members who ‘resist’ change? Are you short of time to innovate effectively? Don’t know where or how to start? Does implementing contract automation feel like a mountain – without a starting point, like an endless project? Do the grapes hang too high for some of your team? Meeting these challenges is easier than you think.

A framework of 9 best practices.

In our ten years of implementing contract automation, Weagree has gained a lot of experience in successful change management. Reason to develop an easy-to-apply framework, with tips, do’s and don’ts how to optimise your contracting processes swiftly – and become a champion.

As ever, we’re sharing our best practices on our website: click here.

They are divided into three parts: how to influence the emotional elements of change (the elephant in your head), how to optimise the rational aspects of implementing legal tech (the elephant’s rider), and making the path, and your challenge, easier.

Contract automation change management icon

Absurd inefficiencies.

It sounds absurd – being incapable to innovate effectively – but many lawyers experience it as their reality. Team members who are:

  1. still creating contracts based on ‘latest-deal example’, spending time on repairing cross-references and inconsistent definitions, removing redundancies at risk of making errors.
  2. not creating contracts in an automated fashion, up to 120 times faster, because “there are too many Q&A questions”. (Did you realise that every Q&A question is relevant and to be answered in old-school contracting as well?)
  3. allowing a response time by Legal of more than three days, where contract automation reduces response time to a few hours (or zero).
  4. not structurally allocating time to improving contract know-how, but perpetuating in short-term client-first service. Little ‘pearls’ of transaction-precedents never end up as a model contract or in a proper clause library.
  5. ignoring the importance of model contracts for the so-called ‘urgent’ questions from business managers knocking at your door.

The precondition to your success with innovative technology is its user-friendliness. We have made it our compass. But to change people’s behaviour, you need to steer your elephant.

Introducing the framework – 9 best practices.

Bestseller authors Chip and Dan Heath created the framework for effective change management (SWITCHChange when changing is hard). To keep their framework simple to copy, they formulated nine best practice rules and divided them into three pillars; they used a threefold metaphor (of an elephant, its rider and their path) to make it manageable.

We translated our own success stories into the nine best practices, and discuss three crucial diagnostic errors that must be avoided if you want to be a successful leader. We presented the framework in a customers meeting in November.

In December 2017, we welcomed some 15 multinationals and law firms as new customers, and quite a number of existing customers picked up our innovation challenge with new user groups. These months, we are supporting them with our framework. So we continue to learn, and will of course keep on sharing our best practices for implementing contract automation.

Should you have any suggestions or questions, please let us know.

Adopting innovations: contract automation product lifecycle explained

In this blogpost, we will elaborate on adopting innovations and, illustrated by reference to the product lifecycle, it explains an aspect of how to implement contract automation. The handbook to everything Weagree does and fundamental to the strategy of Weagree is described by Geoffrey Moore. Moore’s bestseller Crossing the chasm – Marketing and Selling High-Tech Products to Mainstream Customers uses the ‘product lifecycle’ as the starting point for an innovator’s entire strategy. The book explains how to reach the mainstream market (beyond the early adopter stage).

Contract automation lifecycle adoption curve

In the product lifecycle (also referred to as the ‘technology adoption lifecycle’ or the ‘law of diffusion of innovations’), five segments are recognized, each referring to a type of personality. You have probably heard about them:

  • Innovators: those who need no manual or support, who sleep in front of the shop in order to be the first to buy and use it – those who are keen to find the first bugs and defects, not because they seek your failure but because they want to be a father of your success. For Weagree, the innovators were ASML, TNO and AkzoNobel.
  • Early adopters: people who search for the newest thing; who are willing to go through the process of completing an innovation for the jump-step in their own career. Early adopters herald their successes, even if success is yet still to be reconfirmed. An early adopter, financing Weagree’s multi-document-creation and collaborative-contracting functionalities in 2014, was EndemolShine.
  • Early majority: people who are averse of revolutions, breakthroughs or leaps forward – a mere improvement is sufficient to them – and who rely on their peers. Weagree reached this part of the market in 2014, although for a number of subsegments and for many countries, contract automation is still far away.
  • Late majority: people who may follow. Or not – they are usually the last ones of your class, a year after the rest).
  • Laggards. Simon Sinek describes them as the people who hate change, who would only move away from their current affairs if staying there has become impossible.

Apply it to everything in your life

You will find this adoption lifecycle (and likewise these persons) in every market with every kind of product (contract automation is no exception). And if you think about it, you know who in your personal circle will tell you about the latest fashion, where to buy the wow-shoes or coolest clothes for the forthcoming season, which music will become popular and to which festival you must go.

Those people can also be found when it comes to buying your innovative idea. If someone tells you that he or she is not an innovator, but the ‘ideal follower, the first one to adopt a new technology or solution’; then you know: this is not even an early adopter but a mainstream customer.

At Weagree, we met a number of them: law firms tend to follow each other, rather than assessing what quality requires and taking a lead. Law firms (also the large ones) do ‘not typically’ have a vision but rather follow the mass. At the same time, while this is true for legal tech and legal-service-business-models, law firms may well host innovators of their own: partners who apply previously unused legal concepts or develop novel legal solutions which stay within the borders of the law.

Innovations may well disrupt preceding innovations (even before the latter become mainstream). For example, the first-generation contract automation solutions entered the market before 2003. They carry very burdensome implementation restraints and which imply limitations on the technical possibilities due to legacy technology platform. The Weagree Wizard was developed after 2003, on a more recent technology platform and with the fundamental advantage of not being integrated with MS Word. This made it possible to introduce a true clause library, to facilitate the administrators (for template insertion authoring) with visual admin tooling (not requiring any coding at all, not even the ‘not-coding’ promulgated by Weagree’s competitors), and a WYSIWYG editor (enabling a user, ridiculously user-friendly, to tweak the contract text while answering the questionnaire).

Apply it to your innovative idea

According to Moore, the marketer should focus on one group of customers at a time, using each group as a base for marketing to the next group. The most difficult step is making the transition from the visionaries (early adopters) into the group of pragmatists (early majority). Between these two groups of people is what Moore calls ‘the chasm’ (pronounce ‘kassum’). The product lifecycle is also mentioned by Simon Sinek: https://www.youtube.com/watch?v=u4ZoJKF_VuA#t=10m55s

Behind the chasm is a group of people who do not rely on what early adopters say. They rely only on what their peers (behind the same chasm say). And because none of them will act without your product being ready for it, you should not applaud when one sheep leaps over the ditch, but only once two of them did! Two sheep will enjoy conversing about your innovative idea, and because two can entertain a conversation (not one) the rest will follow. Make sure that they have a nice story to tell!

Implementing contract automation

When launching an innovation, or launching the Weagree Wizard in your organisation, make yourself familiar with the phenomena ‘crossing the chasm’. Keep your eyes open for those persons who are looking for the newest things. First things first: so first create ‘the whole product’ out of your initial idea together with your early adopters and only then plan your D-Day strategy: your quest for conquering the mainstream market, and cross the chasm! Weagree has followed this strategy meticulously and with success. Our contract automation solution did cross the chasm in 2014.

When implementing the Weagree Wizard in your organisation, involve your innovators and early adopters: they will likely herald the roll-out of your innovation, and be the ambassador to your envisaged mainstream users.

The book Crossing the chasm is Weagree’s bible: the first edition dates back from 1991, Weagree refers to the revised, second edition (1999), whereas in 2014 the third edition was published, in each edition describing the key dynamics by reference to the most recent innovations adopted by the market. This blogpost was previously visible on the 2015-website of De BLIC (written by Willem Wiggers)

Innovation bonus: 70 percent discount on licences

Innovation bonus discount. We want to help our customers and other organisations interested in contract automation by offering extra implementation-flexibility for a limited period. Therefore: until 30 November 2017, we are offering everyone an innovation bonus:

70 percent discount on all first-year SAAS user licences!

For a perpetual licence a discount of 30 percent will apply. Our innovation bonus allows for flexible planning of your organisational roll-out and should be an appealing psychological incentive. You won’t easily be paying too much.

Read more…

Ridiculously user-friendly: our new WYSIWYG editor

Certain users may feel disconcertingly out of touch with their contract when answering the questionnaire of a contract template.

Of course, Weagree’s WYSIWYG underwater screen previewer gives a strong sense of control over contract creation. Nevertheless, a questionnaire may sometimes feel like a pipeline. This is particularly inconvenient for those who want to be in full control of their contract.

Launching our contract automation WYSIWYG editor.

We are now accommodating the (full) control freaks among the lawyers. Take a look at it yourself (30 seconds video):

Contract automation software WYSIWYG editor

Determined to continue improving user-friendliness, and at the request of our customers Thales and ASML, we are releasing the WYSIWYG editor. Contract creation has become ridiculously user-friendly.

During the questionnaire:

  • Full users can now edit the contract as well. The resulting contract will include all your tweaks.
  • All users can detach the WYSIWYG underwater screen. In a second browser, your contract will scroll along with you while you answer the Q&A.

WYSIWYG” means what you see is what you get – so you can see your contract in the WYSIWYG previewer, in which you can now edit it as well.

Post-It notes.

Users with whom we discussed this new functionality signalled a next feature. At 0:11 and at 0:22 seconds in the above video, you can see the user editing the contract.

Wouldn’t it be marvelous, for contract know-how management purposes, if the user could add a Post-It note to the edited text for later, or for the administrators? They would be able to pick up the Post-it and update the contract template.

We wouldn’t be Weagree if this co-creative suggestion didn’t excite us. The Post-it feature is forthcoming.

Introducing red flags.

We have also made delegation of contract automation easier: if a certain contract option requires close attention, the person answering the Q&A will be alerted by a red flag notice popping up underneath their answer. Take a closer look at (the first five seconds of) the above 30-seconds video.

Yes, we went mobile, a few weeks ago.

You may have missed our previous newsletter. Only a few weeks ago, Weagree went ‘mobile’: contract automation is now available on smartphones and tablets. We have improved the accessibility of the clause library, which of course supports the bespoke quality of your generated contracts.

And yes: it is also available on smartphones and tablets.

 

For more information about the new release, contact us.

Newsletter – Free eBook: Making and managing model contracts

Weagree has reached two great milestones, which we want to celebrate by publishing a new free eBook: Making and managing model contracts.

1.  Drafting contracts has welcomed its 3,000th member
As you may know, we initiated the discussion group Drafting contracts on LinkedIn. In some five months, the group has evolved into an active community of over 3,000 members!

Legal professionals from around the world share their experiences on contract drafting. Have you ever wondered about some of the following?

  1. MOU’s, letters of intent and ‘pre-contracts’
  2. Penalty clauses (or liquidated damages): a global overview of local issues and particularities
  3. Which type of damages do you exclude in a contract? With contributions about the parameters of such clauses
  4. “Losses” vs. “damages”: several jurisdictions appear to treat them as entirely different concepts
  5. The use of plain English, or legal jargon
  6. Are you an ‘Andorian’? About writing and/or
  7. The tension between “notwithstanding” and “without prejudice”
  8. Another item triggering response: words and phrases you hate most
  9. Why is initialling pages desirable (or unnecessary)?
  10. Not unimportant: what happens after signing the agreement? Common errors and best practices

Understanding differences and similarities between national laws facilitates business and brings people together. Our community appears to be successful in creating such understanding in the area of contract drafting. This is something that makes me rejoice.

If you (or a colleague) have not joined the Drafting contracts group yet: click here (and on the LinkedIn page click “Join“).

2.  The Weagree Wizard has +10,000 users
The other milestone we reached a week ago: Weagree’s launching customer, ASML, replaced their NDA-tool with the Weagree Wizard: all employees and in-house subcontractors now create their NDA’s with the Weagree Wizard. This encompasses a group of about 12,000 users in all parts of the world. Obviously, share purchase agreements of 75 pages work equally well.

The launch went smoothly. An anecdote: a user, more acquainted with Chinese characters, filled in the field “short name” with the full address details of the counterparty (and skipped the neighbouring address fields). The Weagree Wizard is proving to be as user-friendly as we aimed for it to be.

For those who are interested: the Weagree Wizard is a true SAAS-solution (operating from our ISO-certified datacentre, with automated user identification (in jargon: ‘user-provisioning and authentication’)). It has an approval workflow (which can also be linked to external workflows) and it communicates with our customer’s e-mail server to alert about submitted requests or return the approved NDA (as PDF or Word-document).

3.  A new free Weagree eBook
To celebrate these milestones, Weagree has published a new eBook. Of course, the eBook is free. The topic of this eBook covers one of the key focuses of our LinkedIn group: Making and managing model contracts:

  • Ten steps to upgrading your model contracts
  • Contract drafting conventions (a sample)
  • Implementing contract assembly

The eBook gives practical suggestions, based on Weagree’s experience.

We hope you like the eBook. You can download it by clicking here.

If you have any suggestions, please let us know. If you want to share your thoughts or ideas, you’re welcome to do so in the LinkedIn group.

Mindmap of implementing Weagree’s Wizard (2)

This is Weagree’s 99th weekly weblog post! The next one – no. 100 ! – will be about the Times Roman font and is published next week.

Contract automation implementation mindmap. In part 1, Mindmap of implementing Weagree’s Wizard (1), I elaborated on the three dimensions of our experience with the implemention of the Weagree Wizard at our launching customer ASML. We reflected this in a mindmap, a method designed to visualize what is necessary for a successful roll-out of Weagree’s contract assembly software, and to make sure everyone is on the same track.

Weagree has comprehensive experience in how legal counsel and law firms work. We know the ins and outs from the highest level of legal practice. You will probably agree with ASML and us that buying a piece of software is one thing; making it a success story (as is Weagree’s primary ambition) is something else. You may well find yourself buying a recipe for disaster by selecting the ‘best buy’ from a vendor who has no idea of the top legal practice and hardly any interest in supporting the success you aim for.

To keep the mindmap readable on this small screen, we inserted the high level version (without all the sub-branches).

THE MINDMAP FOR IMPLEMENTING WEAGREE’S CONTRACT ASSEMBLY WIZARD:

Mindmap of implementing Weagree’s Wizard (1)

Contract management implementation change management. In a series of blog posts early 2009 (click here, here and here), I discussed how the implementation of the Weagree Wizard entailed a change management process and I identified which steps should be taken to realise a successful implementation.

Together with Weagree’s main launching customer, ASML (a Nasdaq- and Euronext-listed multinational supplying the world’s greater electronics giants with their high-tech chip-production machines), we designed a so-called ‘mindmap’ reflecting a detailed and structured brainstorm overview of all the aspects of the introduction and implementation of Weagree’s contract drafting software.

Let me share a generalized version of our mindmap. In this post 1, I give the explanation; in blogpost Mindmap of implementing Weagree’s Wizard (2) only the mindmap.

Contract automation implementation mindmap. With ASML, we identified three dimensions of rolling out their Weagree Wizard: (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). The high level mindmap could be translated into the following bulletpoints:

I.          THE CONTENT-DIMENSION – YOUR MODEL CONTRACTS

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

  • Legal department (use of: 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 knowledge management functionality of the Weagree Wizard)

  • 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 the Weagree Wizard 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)       Weagree

  • Advice on use and functionalities Wizard
  • Support on Roll-out and Use
  • Model contract upgrading services
  • Template insertion services

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 (this involves: preparing model contracts; building Q&A’s (questions, answers, options); allocating the 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!); and, 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

(a)       Hosting and security (Internal vs. Weagree)

(b)       Daily backup

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

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

  • Sharepoint / DMS
  • CMR
  • Company entities book

Obviously, each case differs from the other. Also, for law firms another approach would likely be more effective. Nevertheless, this mindmap may serve as a starting point for establishing your roadmap to automated contracting. Weagree is of course available to help your company with it.

A company’s Contract Drafting Conventions

When a company or law firm upgrades its model contracts and contract clauses, it should do this consistently. This means that the legal department or firm should make certain choices and abide by the consequences (i.e., use it from then on in all model contracts). Such attitude improves the exchangeability of contract building blocks in a contract assembly software application such as the Weagree Wizard. Consistency also implies that the in-house lawyers or the attorneys-at-law should apply the same drafting principles.

By way of a workable example, this blog gives an exerpt of such choices: a firm’s Contract Drafting Conventions. If you want to have a workable Word-version, let me know. Note that I intend to re-address this subject from time to time.

A. BEST PRACTICE RULES OF CONTRACT DRAFTING

BEST PRACTICE RULE

 

EXPLANATION, EXAMPLE

1.       Stay close to layman (business manager) interpretation and use ‘plain English’

 

  • Prefer ‘British English’ to ‘US English’, especially regarding spelling.
  • Avoid fashionable wording.
  • Avoid overly legalistic wording or phrases (e.g., “among and between“, “agree and covenant“, “any and all“, “by and between“, “adjust, amend or otherwise modify“, “confirm and represent“, “if and to the extent” – however, any replacement should not affect appropriate particularities of common law or other actual national-legal concepts).
  • Do not use and/or.
2.       Use the present, active tense and personalise sentences

 

  • Avoid “It is agreed” and “… by [ABC]“.
  • Obligations should point to a contract party.
  • Avoid nominalisations (i.e., verbs transformed into nouns).
3.       Simplify: keep sentences short and delete unnecessary words

 

  • Preferably, no sentence should exceed 17 words and no word should exceed five syllables.
  • Delete, where possible: “The Parties agree that” (in most cases, it would be followed by the obligation that “Seller shall …”).
  • Do not overload a contract with boilerplate clauses; preferably, use them only where necessary or desirable.
  • Delete superfluous wording (e.g., in most cases: “during the term of this Agreement“).
4.       Use the singular

 

Never use, or delete, (s) and everything that it triggers.
5.       Be consistent (rigorously)
  • Do not vary words or phrases for no reason.
  • Apply enumerations in a consistent (and natural) order.
  • Avoid imposing obligations that contradict real-life practices (stay close to yourself: to the company’s character, style and policies).
6.       If possible, use shall + infinitive and not the notional verb as an auxiliary

 

This avoids contract assembly complications: if the notional verb is also the auxiliary verb, the automated contract should provide for the plural and the singular each time it is used (e.g., “Purchaser shall permit” as opposed to “[Purchaser permits][Purchasers permit]” and everything this triggers).
7.       Bring exceptions, limitations and qualifications together

 

  • If the exceptions, limitations and qualifications are (very) short, put them in the beginning of a provision. Preferably they should follow the main principle or obligation.
  • Exceptions, limitations and qualifications spanning over more than one line should be enumerated in subparagraphs.
8.       Definitions will be marked bold and not underlined, and not placed between quotation marks

 

Example: Product means the products listed in…
9.       Do not explain ‘why’ (avoid using enabling or in order to) If it is important, it should be addressed in the recitals, conditions or warranties. Less important matters should become clear from the obligatory text (or be self-explanatory).
10.   Obligations (and covenants) will be strictly separated from recitals, definitions, conditions precedent and representations

 

Recitals (whereas-clauses) and representations should be no more than a statement of fact. Obligations remedying any failing representation should be addressed separately (i.e., in a separate clause).
11.   Avoid legalese
  • Reduce the use of ‘doublets’ and ‘triplets’ to those that are relevant and important.
  • Avoid “said” (use “such” reluctantly – “the” is often unequivocally clear).
12.   Numbers in a provision should be simple and must avoid risks of mistakes

 

  • Numbers up to ten (inclusive) shall be written out, except for percentages, prices, hours, days of the month and numbers in ‘enumerations’ (e.g., five days, 10:30 a.m., 6 percent and between 9 and 15). Numbers above ten shall be expressed by the figure only (e.g., 45, 90, 1,500).
  • Avoid both using numbers and writing them out (i.e., the risk that a typo is made in the number is likely smaller than the risk that upon an update of the numbers its written counterpart is not updated).
  • Use figure + percent” instead of %.
13.   Names and document references should be in italics if they are capitalised but not defined in the contract itself

 

International Chamber of Commerce; REACH, Good Manufacturing Practices, IFRS, the U.S. Export Administration.
14.   Avoid referencing to statutory provisions

 

For example, “group of companies as defined in article 2:24b of the Dutch Civil Code“.
15.   Do not use without limitation after including
  • Only exceptionally and not in day-to-day English, including would be understood to be followed by an exhaustive listing.
  • The same applies to but not limited to.
16.   Do not use it being understood

 

  • The words do not add anything to what follows.
  • The same applies to “Service Provider understands and agrees”, it is acknowledged that and words of similar import.
17.   Use be entitled to instead of may

 

The use of may is susceptible to ambiguity.
18.   Name the ‘own party’ and use the functional reference for the ‘other party’

 

Weagree vs. Licensor.
19.   Reduce cross-referencing Cross-references might trigger contract assembly complications: as such there is no objection against cross-referencing, but both the referring and the referred-to clause should always appear in the resulting document.

 

B. PREFERRED TERMINOLOGY IN CONTRACTS

PREFERRED TERMINOLOGY

 

TO BE REPLACED

Agreement (capitalised) agreement, contract
Party or Parties party and parties.
Purchaser, Seller, Customer Buyer, Vendor, Supplier, Service Recipient, Company
in / of / to this Agreement herein, hereof, hereto (i.e., also: parties hereto, on the date hereof)
Affiliate
  • Affiliated Company; group company.
  • Use Subsidiary if necessary only.
Product
Goods

 

shall

 

  • Replace will (except in letter agreements or amendment letters).
  • Do not use both shall and will.
Article for articles and sections (level 1 and 2); and item for paragraphs, sub-sections and enumerations (level 3 and higher).
Clause, section, sub-section, paragraph, subparagraph.

Leading change (part 3)

Leading change to document automation. This is the last part describing how a company or firm, who deems that the implementation and introduction of a contract assembly solution such as the Weagree Wizard entails a major change of process, should prevent that such implementation and introduction ends up in a failure. Or, more generally, how can projects be undertaken such that they have a greater likelihood of being successful?

In the preceding parts 1 and 2 on leading change to contract automation, I discussed the first six steps of major change-process projects. I took the work of John Kotter[1], a leading authority in the field of change management and modern leadership, as an example. In summary, the first six steps would require the company or firm to:

  1. Establish a sense of urgency.
  2. Creating a guiding coalition.
  3. Developing a vision and strategy.
  4. Communicating the change vision.
  5. Empowering employees for broad-based action.
  6. Generating short-term wins.

I already indicated that the implementation and (organisational) introduction of the Weagree Wizard (or of a company-wide upgrading of model contracts used by the business) should not be exaggerated but also not be underestimated. Being aware of what a truly major change of process would require will certainly help in making the right choices for smaller projects. Steps 7 and 8, the final steps entail the following:

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 the Weagree Wizard as their 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[2].

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 (this is at least true for the NYC Marathon). After implementing the Weagree Wizard or making important upgrades to your model contracts, it is absolutely necessary to anchor the new approaches into your organisation. The ongoing 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 Weagree Wizard; reviewing the level of seniority of staff and in-house counsel appointed for maintaining the Weagree Wizard’s contents and for reviewing model contract upgrading suggestions. I would strongly recomment that you establish a best practice group (and sub-groups) for continuously reviewing and improving model contracts[3].

[1]     John P. Kotter is professor at Harvard Business School and author of the bestseller Leading change.
[2]     Richard Susskind, The end of lawyers, Oxford University Press 2009 (e.g., see Chapter 2, distinguishing five ‘steps’ from bespoke work, via standardisation, systematisation, ‘packaging’ to commodisation).
[3]     In my book on this website, you will find many suggestions for efficiently and effectively upgrading model contracts (click here and then “Ten steps to a successful upgrade of your model contracts“). If you have any suggestions for further improvement, please let me know!