Negotiating Contracts – The Devil is in the Details (Part 1)

Creating a contract is a complex exercise that now includes more departments, and as a result, more people to participate in the process. Delivering a speech at the annual meeting of the IACCM, CEO Tim Cummins pointed out that given the massive growth in the length and complexity of contracts, research shows that 88% of business users can’t understand their own contracts.

 At the same time, now more than ever before, speed is important in business. The result is there can be pressure to quickly sign a contract despite the steps required to complete a contract.

Creating the initial draft of a contract usually involves multiple departments and potentially multiple people per department. This typically results in multiple versions before finally having the “draft” agreement for the client.

 The contract is sent to the client for their review and approval, where they will have the same issues before sending back their version of the contract.

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 The revised contract needs to be approved internally – again, potentially resulting in multiple versions before being agreed to so it can be sent to the client.

 And this process may repeat multiple times based on the length and complexity of the agreement and the negotiations.

 In looking at this process ask yourself if you have ever had to deal with any of the following issues: 

  • You use a CLM system to create the initial draft, so everyone assumes it is OK and only look at the items that “need” to be reviewed. In fact, it may be that the choices made to create the standard agreement were not the best ones to use for this agreement and you really need to have specific sections reviewed and a way to track what is happening.

  • Not everyone is a user of the CLM system, so you have to export the contract and have key people review a Word or PDF contract. Again, everyone assumes it is OK and only look at the items that “need” to be reviewed. Now there are additional challenges, such as ensuring everyone is reviewing the correct version of the contract, that they have actually reviewed the contract, that they review the revised versions (and will they all compare the two versions or see the changes made if it is sent out with changes highlighted). If you let everyone go in and make changes, who made the last change and was it the best choice, was there any discussion about how the clause should be worded, how easy is it for the users to provide their feedback. 

  • When you export the contract, or if you do not have a CLM system, everything is being distributed using emails and or shared drives. Now the ability to ensure everyone is reviewing the correct version, tracking that they have reviewed the contract, communications about issues within the contract, seeing changes between versions is more difficult. In addition, many of the reviewers may require access through their phone or tablet, or may start on the computer and then finish using a phone or tablet. No one wants to start over or try to remember where they left off using their other device.

  • As the review process is proceeding comments and suggested changes are delivered via email where the user has to find the area being discussed in the contract to have the context to fully understand the implications of the issue. If this is done one to one, the rest of the reviewers have no visibility to the issue, and this may result in more churn. If the issue is particularly sensitive, it may require an initial discussion with a smaller group before it is expanded to include everyone, or the final resolution is shared with everyone. The key is to ensure effective and appropriate communication during the review and approval process.

  • Once the contract has been sent out and the comments have been received from the client the contract needs to go through the review and approval process again. Who is going to ensure that any changes are highlighted and that the reviewers / approvers will either compare the right versions or see the changes that are critical and may have a direct impact on the business? Even if they do, they still must scroll through the document to see what has changed and needs to be reviewed.

  • An audit trail of the entire process, who requested changes, comments on those changes, changes made and when they were made, who approved a contract and when it was approved is difficult, if not impossible because of the use of emails and multiple versions of the contract.

If you are facing these challenges, what is needed is solution that can be used on a standalone basis or that complements your current CLM, CM, CRM or ERP solution to improve the efficiency of your contract review and approval process.

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With SavvyDox users know if they have the latest version. The green check mark lets them know they have the latest version. Underneath the contract they immediately see if they have an open task and they also see what has been happening with the contract in terms of comments that have been made so they know if there are comments they need to review.

When a user opens a new version of a contract they can immediately see what pages have changed in the agreement and with one click they are immediately taken to the correct page and see what has changed. With SavvyDox the power of

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this is enhanced with the ability to compare any 2 versions of a contract with one or 2 clicks and immediately see a summary of the changes that have been made. When reviewing a contract the user immediately also sees a list of the comments that have been put in the document, receives real time updates and with one click sees the comment in context. Reviewers have the ability to add their comments and share them with everyone, just the author, as a personal note or with selected individuals to create a side conversation that can be expanded as required.

For the person responsible for creating the contract they need a way to quickly see what the status is of the contracts they have sent out for approval. Have the reviewers received the contract, opened the contract, read the contract and have the tasks that have been assigned been completed. With SavvyDox the information is available at your fingertips.

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You see who has received and opened the contract, the status of the task assigned, what pages they have read (and SavvyDox is smart enough to know if a user has read version 1, that when they receive later versions they only have to read the changed pages), as well as showing how many comments have been provided by the reviewers.

With SavvyDox, the owner of the contract is the one making changes based on the comments provided. This allows the owner to see all comments delivered to them so they can make informed decisions on what changes need to be made, or they can reply to a comment to receive clarification before distributing a new version.

SavvyDox provides an intuitive interface that works across platforms and remembers where a reviewer left stopped so they are taken to that page when they open a contract on a different platform. SavvyDox also provides the user with the flexibility to work offline and syncs there comments when they reconnect.

SavvyDox improves the efficiency of your contract review and approval process and improve your bottom line can as a standalone solution or as a complimentary or integrated solution with your current CLM, CM, CRM or ERP solution.