Negotiating Contracts – The Devil is in the Details (Part 2)

As discussed in Part 1, speed is important in business, now more than ever before. At the same time, strong business relationships are also critical, and you want to maintain and strengthen those relationships.  The result is there can be pressure to quickly sign a contract because you have a good relationship with the other side. Or there is that famous term – this is a “standard” agreement. The area that is the most standard is that whoever is providing it has made sure it protects their interests. There may also be the belief that the parties understand the “real deal” and won’t need to look at the contract.

Unfortunately, relationships and memories fade but contracts endure. Relationships are a two-way street and while there are plenty of reasons to sign agreements, there is rarely a good reason to rush into a bad deal.

People can change on either side of an agreement and the result is the new people only have the contract to determine what obligations they must meet. And no matter how strong the personal relationships, if something disastrous occurs that could have a significant impact on either, or both parties, the terms of the contract may well become the source of all truth and all remedies.

It is critical that you have a good contract review process, since one bad deal could have a significant impact on your business.

Since it is not your paper, you need to ensure you have a solution that allows you to take the Word or PDF agreement you have received and have an easy to use system to distribute, track the status and capture all the comments from the key stakeholders in your company that are part of the review process. You also need a way to ensure that everyone’s comments are effectively communicated to ensure you everyone can take advantage of everyone else’s expertise.

Distributing the contract needs to be something more than an email or a link to a file. If you are using email, there is always the possibility that the person does not see it in their inbox, or they see it and save it locally to add their comments. How do you know they have received the contract? How do you know they have opened the contract? How do you know if they read the entire contract or just looked at a subset of the contract? If they are sending you their comments, how is that information shared with other reviewers and how do you keep track of all the feedback? What happens if you receive feedback to change a clause from x to y and then receive a later comment to change it from x to z? Any miscommunication that occurs during this process can result in an issue being missed and potentially critical wording making its way into the agreement that has the potential for costly responsibilities for your company or a key clause being missed that protects your interests.

It is critical that you have a way to facilitate communication between the reviewers that allows for open conversations when appropriate and for side conversations with a subset of the reviewers when required to iron out a difficult issue. This capability must include support for mobile devices and users who may be working offline who will need their comments synced once they reconnect. Through the review process it is also critical that everyone is always working with the correct version of the document as changes are made and and new versions distributed. Before sending your comments back you want to know that everyone agrees with the positions that will be taken and that the document has been completely reviewed.

Once the comments have been sent back and you receive the “final” version for signature you need to perform your own final review. Given contracts can be very long with a lot of boilerplate, it is possible that when reviewing the final version people will read what they expect to see and may miss subtle changes. It’s important that the system makes life easier for the reviewers and approvers of documents. When that final version comes in you want to be able to send it out for review and let everyone immediately see what has been changed and see how it compares with the comments provided to ensure it is delivering what you expect.

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How can you easily and efficiently address many of these issues? SavvyDox is a cloud-based solution that offers:

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  • Automated tracking of what pages a user has read, all assigned tasks and due dates and provides a quick overview of what is on track and what requires attention and follow-up.

  • Automated delivery of the latest version of the content being reviewed to ensure no one is reviewing something that is out of date.

  • Delivery of comments in context. These can be shared with everyone so a conversation can take place, delivered just to select people (with the ability to change who is included based on the conversation contents). These alerts can be integrating with email and messaging systems so a reviewer can see a comment and with one click go to the exact spot in the document to see the comment in context and quickly respond. This improves communication and efficiency..

  • Automated highlighting of changed pages from version to version to provide focus for reviews and improve a reviewer’s efficiency. In addition, we provide one click comparisons of any 2 versions of a document.

  • The ability to see how the changes relate to the comments provided during the review process.