This is an optional step in most client contracting processes. The initial draft contract may require specific updates and/or internal review before being negotiated with a counterparty.
Ideally the automated drafting process (i.e. the smart template) would always produce a contract document that contains pre-reviewed and approved legal language and commercial terms. For high volume, standard contracts this should always be the aim, and pre-approved options built into the smart template interview rather than directly updated in the contract document after draft generation.
However, in some cases this is not possible (e.g. where the deliverables are extensively described, or the commercial terms are non-standard), or where a local legal variation is required very occasionally, so it’s not worth adding the complexity into the smart template. In these cases the initially generated draft is checked-out of CLMA, reviewed and updated until all reviewers are happy and then checked back in to CLMA. (Note: this may be combined with the Negotiation process or be a stand alone step before negotiation commences).
- Will the generated contract be sent to the counterparty without any revision/review?
From a system design perspective, there are only two options available for involving other collaborators/reviewers, depending on whether CLMA is facilitating (recommended) a review or enforcing review business rules (not recommended):
- Manually (i.e. check out document and manually send onto relevant collaborators, and check in once complete)
- Workflow (i.e. using workflow to alert users to contribute/review)
- Using out-of-the-box workflows
- Using bespoke workflows
If enforcing review business rules is required, then the Workflow option needs to be utilized to capture the Approval given. Please refer to Workflows for further information on workflow design.
- In a future release, CLMA will integrate with MS Word Online, making the check out/in process much slicker. From MS Word Online it will be possible to share with collaborators for concurrent editing. This process is more aligned to how people are used to collaborate on documents. Introducing workflow tasks detract from this experience, so only include if formal approval is required as the future manual option will be the ‘go-to’ model.
- It is possible to check out the contract, copy it to a shared space and then share via Office 365, so collaborators can edit the document in parallel. Consider this option until the integration with MS Word Online is released.
- Who will manage the manual process e.g. sending to reviewers, collating their feedback/updates, etc.?
- How will the reviewers be chosen? Does guidance need to be maintained to ensure the correct reviewers are involved?
- It is not possible to lock certain sections of the document such that, for example, Legal can only update section 1 and the Business user can only update section 2. If a user is given access to the document, it is to the whole document.
- The updates will be made to the contract, but is there a need to record the comments/discussions made during this process? If so, how will these be captured/stored?
- Whereas you can limit options for a data point e.g. limit of liability via a dropdown selection during the drafting interview, there are no controls whilst a document is being edited in MS Word. Unless the document being generated is to be ready to send to the counterparty, do not overly rely on trying to control the contract content via the interview. Instead, focus on it being an aide to getting a first draft done quickly by automating as much as possible. Leave the controls to form part of the approval process.
Things to avoid
Avoid designing the template such that different users need to complete different parts of the interview. Although it is technically possible, it will lead to unnecessary maintenance overhead and constraints around handling exceptions. It is much easier/flexible to generate a first draft that is completed in collaboration with other required users.