acc (american corporate counsel) on contracting and echosign e-signature

8/14/2019 ACC (American Corporate Counsel) on Contracting and EchoSign E-Signature

1/10ACC Docket 60 November 2007

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Transitioning Your Contract Process

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2/10ACC Docket 61 December 2007

Whether they enter into 10 or 10,000 contracts a year, many companies

approach the contract process in the same mannerin other words, without

making any real attempt to generate economies o scale. Smaller companies

can indulge in an artisans approach to the contract process, but in the case o

bigger companies, that approach comes at a signifcant costthe workload is

too big or the process to be considered anything other than industrial.

Furthermore, as your contract transactions multiply, any inefciencies ac-

cumulate and act as a drag on your business. Glitches in the contract process

can result in any combination o unnecessary administration costs, delays

in closing transactions, blown deals, unpleasant surprises ater closing,

disputes, and missed deadlines.

By Brian C. Quinn and Kenneth A. Adams

Industrialto the



Steps in the Contract ProcessThe lie cycle o a commercial contract in-

volves a number o steps. I you are responsible

or preparing the contract, your rst task would

have been to prepare the template, which youd

now revise to refect the transaction in question.The parties would then negotiate the contract

and, ater any necessary changes have been

made, sign it. It would then be archived, but out-

o-sight would not be out-o-mind, as youd need

to monitor perormance.

Note that the dynamic shits part way

through the process. In the case o the rst

steppreparing the templatequality is the

biggest issue, whereas the remaining stages are

primarily process-driven.

Preparing TemplatesPreparing rigorous contract templates is the

single most important step in the contract pro-

cess. Besides laying out the legal relationship o

the parties, a template contract acts as a blue-

print or how the transaction in question is to be

handled. By means o annotations and alterna-

tive language, templates can address the dier-

ent permutations o any given kind o transac-

tion and how to address them. O all the steps

in the contract process, preparing the template

is the least susceptible to technology solutions.

And it raises several concerns.A template needs to accomplish your busi-

ness goals, address any signicant risks, and

satisy any legal, regulatory, or tax requirements.

Making sure that it does so obviously requires

the input o people intimately amiliar with the

business in question and the input o lawyers

whether in-house or outside counselwho understand

that business and have suitable experience in the kind o

transaction involved.

Youd also need to make sure that your template is clear

and ecient. Most business contracts all short o that

goal. No matter how exalted the law rm or law depart-ment that drated it, its a sure bet that any given contract

contains all sorts o redundancies, archaisms, ambiguities,

and other ineciencies. As a result, it takes longer than it

should to drat, review, and negotiate contracts. And when

contract language isnt as clear and ecient as it could be,

a problem is much more likely to surace sometime ater

signing. Furthermore, i unclear language in your template

invites the other side to make changes, dont be surprised

i that emboldens them to ask or additional changes that

they might otherwise have hesitated to ask or.

Your templates should also be consistent with

each other, instead o looking as i they had

been prepared independently o one another

inconsistency can send mixed signals to custom-

ers, not to mention courts, and makes you look

disorganized. Your templates should share thesame conventions o language and layout, and

the boilerplate provisions they contain should

be variations on the same model.

Finally, youd want to ensure that your tem-

plates are prepared with a minimum o delay.

Improving Template Language andSubstance

You can take steps to make it easier to ad-

dress issues related to preparing templates.

Consider adopting, and training your personnel

to use a style guideone that doesnt simplyspeciy typographic conventions to ollow and a

ew usages to avoid, but instead addresses more

broadly the language and layout to be used in

your templates. The result would be templates

that are clear, concise, and consistent.

Maintaining a clause library, along with

explanatory materials and annotations, would

help ensure consistency o language and sub-

stance and would reduce the time spent review-

ing any given template. An inormal approach

to this task is unlikely to prove satisactory in

the long run. The document automation toolQShit, produced by Ixio Legal, permits a more

rigorous approach. It allows any team o law-

yers to draw rom, and reely edit, a centralized

body o approved and annotated contract lan-

guage. Using QShit, any authorized company

person could eciently and quickly build the

rst drat o a template by collating approved language.

An added advantage o using QShit is that youd be sure

that your templates are ree o pernicious metadata.

When youre preparing a new template, a logical rst

place to start would be your companys current ones.

But culling pertinent provisions rom perhaps dozens otemplates can be a daunting task. You might nd o use

Wordsensa Proessional by Adsensa, a UK company.

Wordsensa Proessional analyzes documentsit can

handle thousands o pages at a timeand categorizes

them according to their similarity. This allows users to

quickly spot the common themes in a set o documents

and to identiy key groupings or urther analysis. Analyti-

cal views can be selected according to the task at hand.

Users can ocus on what matters to them and navigate

through document sets quickly, veriying the presence or

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absence o particular language, regardless o how provi-

sions are ordered in the dierent documents. Selected text

can easily be saved as a Word document.

Collaborating on Templates

Preparing templates is a process that is conducive toboth decentralization and centralizationdecentraliza-

tion because you need the input o people with relevant

expertise, and centralization because someone should

ensure that similar aspects o dierent transactions are

handled consistently.

The need or dierent perspectives means that prepar-

ing templates requires company personnel to collaborate

and oer comments on drat templates. Inormation

technology has made available some tools to assist this

part o the process.

One such tool is the wiki, a type o website that allows

visitors to easily add, remove, and otherwise edit content.Theyre too anarchic to use or purposes o drating tem-

plates, but they can serve a useul brainstorming unction.

Many companies host wikis relating to dierent aspects

o their operations. Also, members o the International

Association or Contract and Commercial Management

(IACCM) can participate in association wikis relating to

dierent aspects o contracting.

In terms o how comments are handled, traditionally

the lawyer receiving comments would have no choice but

to plough through stacks o drats bearing hand-writtennotations or typed changes, with each set o comments

being sent independently o any other set. The more com-

plex the document and the larger the group commenting

on it, the longer this process drags on, costing enormous

amounts o money and keeping people rom other impor-

tant matters. And the ineciencies in the process also

jeopardize document quality. You could improve on this

system in a number o ways.

You could arrange real-time online document collabora-

tion. Services such as WebExs MeetMeNow allow people to

meet online and over the phone to go over a drat. But that

requires that everyone look at a screen at the same time, andthere would be no way to track who made what change.

An alternative would be web-based change tracking. Us-

ing Microsot SharePoint, you can put a document online,

track who made what changes, then import all changes

jSources or Importing Your Contracts

Technology Vendor Website

The Numbering Assistant Payne Consulting Group www.payneconsulting.com

Ixio Legal QShit Ixio Corporation www.ixio.com

Wordsensa Proessional Adsensa www.adsensa.com

MeetMeNow WebEx www.meetmenow.webex.com

Litera IDS Litera Corp. www.litera.com

DealBuilder Business Integrity www.business-integrity.com

Exari Exari www.exari.com

EchoSign EchoSign www.echosign.com

Emptoris Contract Management Emptoris www.emptoris.com

DocuSign DocuSign www.docusign.com

Upside Contract Upside Sotware www.upsidecontract.com

On-Demand Workspaces Intralinks www.intralinks.com



into a Word le and accept or reject any given change.

But i your documents are long or complex and you

need to solicit comments rom a broad group o people,

you should conside. Litera IDS. Its a collaboration plat-

orm that allows unlimited people to work on a document

together, whether live or ofine, rom anywhere in theworld, with the submitted comments and revisions being

stored in a database. When the user views a given section

o a document, the screen also displays the comments and

revisions to that section oered by all reviewers. The user

can then accept or act on some suggestions and ignore the

rest. The user can also choose to allow all reviewers to see

each others comments and revisions.

Finally, you might want to bring in an outside expert to

help you with the language o your templates. As a general

matter, law rms arent equipped to perorm that task.

Preparing Deal Documents Based on TemplatesFor any given transaction, youll need to convert a tem-

plate into a contract containing any adjustments necessary

to refect the terms o that transaction. This raises its own

set o problems:

Your contract personnel might inadvertently use obso-

lete templates, leading to contracts that incorporate out-

o-date business or legal terms. That in turn could put

your company at a disadvantage or create conusion as

to what your companys position is on any given issue.

Your contract personnel might make unauthorizedchanges.

I templates are accessible to all employees, unauthor-

ized personnel would be in a position to create deal

documents.

Furthermore, i you do it the traditional way, turning a

template into a deal contract is subject to delayschanges

are marked by hand, then input, and the document is then

subject to review, with perhaps one or more urther rounds

o changes to ollow. And this sort o low-level, repetitive

work can be demoralizing or whoever perorms it, and it

also takes them away rom higher-level work.

Using Automation to Prepare Deal DocumentsOne way to minimize ineciencies in turning templates

into deal documents would be to use document automa-

tion. You can choose between two approaches.

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In addition to using QShit to prepare your templates,

you could also use it to prepare nal contracts. This would

likely work best i a small group o lawyers is responsible

or producing deal documents, i the deal documents tend

to vary rom the templates in unpredictable ways, and i

deal volume isnt prohibitively large.The alternative is to use a logic-driven, web-based

document-assembly engine to collate and supplement

prepared contract text based how the user answers a

questionnaire. Such a system oers speed and consistency

while permitting a considerable degree o customization.

The questionnaire could be annotated with explanatory

materials and links to authorities. And as with QShit,

the centralized nature o such a system means that text

and annotations could be updated, with the changes being

replicated in any contracts that use that text. Also, access

could be controlled.

Given the costs involved, such systems are best suited

to high-volume documentation that requires relatively

predictable customization.

It used to be that sotware was the biggest obstacle to via-ble logic-driven document assembly, but thats no longer the

casereliable and versatile sotware is now available o the

shel. Perhaps the leading product is DealBuilder Author, by

the U.K. company Business Integrity. DealBuilder Author

doesnt required time-consuming programming by techni-

cians, unlike HotDocs, owned by the LexisNexis Group.

And DealBuilder Author works with DealBuilder Process

Manager, a system that allows a company to streamline and

control the process o approving new contracts.

A relatively recent but increasingly visible entrant in the

eld is Exari, which is marketed by an Australian company

o that name.

Outsourcing the Preparation o Deal DocumentsIn conjunction with using document automation, or as

an alternative to it, you could have someone else handle

preparing deal documents based on templates. An increas-

ingly popular orm o outsourcing is oshoring, which

involves having work perormed outside the United States

in locations that oer compelling cost advantages.

Having your deal documents prepared oshore would

require you to choose between two options, using a cap-

tivein other words, a specially ormed aliateor us-

ing a vendor such as Pangea3 and UnitedLex. Either way,

ecient oshoring involves using a combination o lower

costs and inormation technology to perorm high-volume

work o limited complexity. The potential advantages are

reduced cost, aster turnaround times, and improved mo-rale and productivity o company lawyers spared having to

do that work themselves. But oshoring can be a sensitive

issue, as its oten assumed that it results in job losses in

the United States.

With respect to higher-level repetitive work or overfow

work, services oered by Axiom Legal represent another

outside solutiona compromise between the loss o

control inherent in outsourcing and the expense involved

in retaining regular outside counsel. Axiom styles itsel

as a new kind o law rmyou can engage its sta o

experienced attorneys to work only a specic number o

hours, and you can have them work either at your oce

or remotely. Such services could allow smaller companies

to quickly meet new or increasing demands or handle

specialized transactions.

NegotiationNegotiating numerous transactions based on the same

template can be another drain on the time o people who

could otherwise be perorming higher-value unctions.

Here, too, oshoring or some other orm o outsourcing

could ease the burden. It could conceivably save money,

too. But usually the only negotiations that could conceiv-

ably be delegated are those that are so suciently routine

that they could be handled according to a script estab-

lished by the company, with any negotiations that dont

ollow the script being routed back to the company.I negotiations involve many dierent people comment-

ing on a complex document, you may nd useul the solu-

tions discussed in connection with handling comments on

drat templates.

SigningThe most straightorward part o the contract process

would seem to be getting other parties to sign your con-

tracts. But it has tended to be something o a nuisance, as

it has involved exchanging signatures by a variety o mech-

I negotiations involvemany dierent peoplecommenting on a

complex document,you may fnd useul the solutionsdiscussed

in connection withhandlingcommentson drat templates.



anismsemail, acsimile, the various orms o regular

mail, courier service, personal deliveryand keeping track

o the signature pages and who has and hasnt signed.

But comprehensive signature-automation solutions are

now available. One is EchoSign. In addition to being a

stand-alone product, EchoSign is also incorporated in thecontract-liecycle-management solutions oered by Upside

Sotware and Salesforce.com.

EchoSign works as ollows: You email a contract or

signature through EchoSign. The recipient/signer opens

the email and then does one o two things: esigns it, in

two clicks or less, or opts to sign by ax, in which case

EchoSign automatically adds a machine-readable ax

cover sheet bearing an EchoSign ax number and or-

wards the document to the recipient/signer. However the

document is signed, EchoSigns servers receive the docu-

ment and automatically route signed copies as PDFs to

you, the other party, and anyone else you speciy. Theresno sotware to install.

What is particularly interesting is the tracking and ling

component. EchoSign makes sure that you can easily nd

a signed copy later. A private copy o the signed contract is

stored in your secure EchoSign account. You can, or ex-

ample, send a copy to anyone or remind others to sign it i

they havent already. And you can automatically keep track

o which contracts have been signed and which havent.

From the perspective o the organization rather than the

individual user, the system oers various security and

data-management eatures and allows managers to check

on the status o all the organizations contracts.Another signature-automation product is DocuSign.

It oers more elaborate unctionality than EchoSign, but

users need to download DocuSign sotware. As opposed

to appending an electronic signature to an entire docu-

ment, DocuSign allows you to sign not only select pages o

a given document, but also sign one or more locations on

those pages. And it allows you to initial specic items on a

given page. DocuSign also eatures a sophisticated security

inrastructure and versatile transaction controls. And with

DocuSign, a signatory can sign an opened le, can visit a

website to sign, or can sign in person. Given these added

eatures, DocuSign has attracted clients in the real estate,mortgage, and nancial-services industries.

ArchivingHistorically, the contract process leading up to signing

has garnered most o the attention. Consider what might

happen to any given sales contract once it has been signed:

The sales department loses interest and moves on to the

next prospect. Legal breathes a sigh o relie and starts

putting out the next re. A copy o the contract is put in

someones ling cabinet, and in due course it disappears

rom the institutional memory as that person moves up-

ward in the company or moves on. Its sae to assume that

this sort o scenario plays out routinely.

Its certainly possible to rigorously maintain a complete

set o paper copies o your contracts. But once your opera-

tions reach a certain size, maintaining only paper copies

would be unrealistic. Many companies have their signed

contracts scanned and digitally archived, but that can be a

ACC Extras on Contracts



slow and costly process that allows room or human error.

Signature-automation and contract-liecycle-management

solutions oer an alternative, in that imaging is one o the

eatures they oer.

MonitoringMaintaining readily accessible copies o your contractsdoesnt do much good i you dont keep track o whats

in them. Relying on an improvised approach to contract

monitoring is raught with peril. Someone might compile an

abstract o inormation rom a given contract, but how accu-

rate and pertinent it is depends entirely on the diligence and

experience o the person doing the compiling. Furthermore,

such an abstract probably wouldnt put contract inorma-

tion in the context o the broader relationship with the other

party. And the abstract would likely be lost rom sight in

due course, at which point the contract might as well have

ceased to exist, until such time as events in the outsideworld orce the company to acknowledge its existence.

Its easy to imagine the unortunate consequences that

can arise rom slapdash monitoring: You miss contract

deadlines. You ail to enorce obligations imposed on the

other party. You overcharge or undercharge or products

or services, or someone overcharges or undercharges you.

The lack o credible data regarding perormance hampers

your strategic planning. And your internal controls might

ail to meet the standards imposed under the Sarbanes-

Oxley Act o 2002.

Solutions or MonitoringThe contract-liecycle-management (CLM) industry

has developed to oer companies an inormation-technol-

ogy solution to the problems o monitoring contracts. A-

ter languishing somewhat in the 1990s, such solutions are

now in greater avor, presumably due to developments intechnology and due to the erce competition, increasing

workloads, increasing cost pressures, and tough compli-

ance environment that businesses ace.

Some companies, such as Upside Sotware and Empto-

ris, are pure-play CLM providers. Other CLM providers

expanded into the area rom enterprise resource planning

(SAP, or example) or customer relationship management

(Salesforce.com, or example).

CLM solutions come in many favors, but the more

comprehensive solutions aim to provide businesses with a

tool that makes it much simpler to manage all aspects o

the contract process, rom cradle to grave. From the rststepor example, when a salesperson requests a term

sheet rom a customerthrough contract creation, nego-

tiation, perormance, compliance, and risk management,

the user can control and monitor the process and track all

relevant data.

I the t is good between a CLM solution and a user,

the user should be able to better gauge perormanceby

it and the other partiesunder its contracts. That should

ensure that it doesnt, or example, miss important dead-

lines. The user should be able to shorten the time it takes

to get to contract, and that in turn would reduce the like-

lihood o missing out on deals due to delay. The stream-lining o processes and improved collaboration that come

rom using a CLM solution could signicantly reduce

operating expenses. And the user could ensure that or

compliance and nancial-reporting purposes, inormation

is automatically channeled to the people who need it and

is readily available or audit purposes.

Whether a CLM solution makes sense or your busi-

ness would be a unction primarily o scaledo you enter

into enough contracts to warrant the time and expense

involved in implementing a CLM solution? Beyond that,

Many companieshave their

signed contracts scanned and

digitally archived, but that

can be aslow and costly

process thatallows room or

human error.

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WorkSpaces allows or the sae sharing o confdential

materials with internal and external partieswithout the

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shared drives, and without the administrative burden,

cost, and uncertainties o overnight mail. Using an online

workspace, in-house counsel can create a permission-

only area where documents can be shared and accessed

anytime, and rom anywhere.

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discounts or ACC members, visit www.intralinks.comor

call 1.866.INTR ALINKS.



it would be a question o the exact nature o your opera-

tions. Generally, CLM solutions are suciently scal-

able that implementing one can make sense or smaller

companies as well as the largest. But users should assess

how well a given CLM product handles each stage in the

contract process. For example, the document-assemblycomponent o a given CLM product is unlikely to oer the

unctionality o a pure-play document-assembly engine

such as DealBuilder or Exari.

A Case StudyCisco Systems

A business might be at liberty to implement, in one

ell swoop, systems that would put its contract process on

an optimal ooting. But because o their size and history,

many companies would have to do so gradually, so as to

keep costs under control and integrate new technologies

with the less new.Cisco Systems experience with managing its contract

process provides a case study in the value o these new

approaches to contract management and how a substantial

company has gone about implementing them incrementally.

Cisco, as the worldwide leader in networking, seeks to

transorm how people connect, communicate and collabo-

rate. It stands to reason that its own operations would all

within the scope o this ambition, and Ciscos legal depart-

ment has long been aware that its contract-management

systems must be accessible at all times to its worldwide

legal personnel. And Mark Chandler, Ciscos senior vicepresident and general counsel, has stated very publicly that

lawyers would operate more eectively i they were to avail

themselves o an array o inormation-technology tools that

make it easier to communicate and share knowledge.

Applying this approach to Ciscos legal operations is

the task o the Legal Technology Solutions group, which

helps Ciscos legal department develop or capture knowl-

edge and then share it. It works with contract negotiators

and the relevant groups in the legal department to improve

both the quality-driven and process-drive parts o the

contract process.

The Cisco lawyers and contract negotiators serving agiven business group have the lead role in drating tem-

plates to be used by that business groupthey know the

business intimately so are best placed to give expression to

a transaction and handle any issues that arise during ne-

gotiations. But to balance this decentralization, any given

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10/10ACC Docket 72 December2007

template is subjected to multiple levels o review, including

by a content-management specialist, to ensure that the po-

sitions taken are consistent with Cisco policy and conorm

to guidelines regarding language and layout.

Ciscos content-management specialists consult style

guidelinesincluding MSCDand other resourcesspeciying standards to be applied across Ciscos many

templates. To speed up the review process, these resources

are now being distributed to those responsible or the rst

drat o any template.

For purposes o the issue spotting and brainstorm-

ing that are a part o determining what to cover in a

given template, Ciscos lawyers can make use o Legal

Exchange, a bulletin-board system hosted on Ciscos

intranet. Cisco is currently developing wiki-style interac-

tive tools to enhance this sort o inormation sharing. A

urther tool is Legal OnRamp, an interactive online

community established by leading law rms and majorcompanies, including Cisco.

Cisco Document Automation

As the or process-driven part o contract manage-

ment, Cisco has developed NDA Central, an innova-

tive system with DealBuilder at its core that non-legal

Cisco personnel use to drat nondisclosure agreements

and send them to customers or ully automated review

and electronic signature. Over the past two years, more

than 8,000 nondisclosure agreements have been created

and signed using NDA Central. In addition, Cisco uses a

click to accept ormat or a range o other agreements.For its high-volume sales contracts, Cisco uses Deal-

Builder, which allows it to reap all the eciencies oered

by a logic-driven document-assembly engine. These have

been dramaticinstead o having multiple templates or a

particular type o transaction, Cisco now only needs one

automated template.

Cisco has also used DealBuilder to develop libraries o

provisions used across dierent kinds o contracts. Boil-

erplate, such as an assignment provision, can be drated

once and then inserted in dierent templates. I Cisco

updates the clause, the change is refected in all templates

in which it appears.For those parts o the contract process that ollow

drating the contract, Cisco has developed its own contract-

management system. Inormation required or review and

approval is stored online. Once a given contract has been

negotiated, the stored inormation and the drat contract are

made available to the legal and nance departments and the

aected business unit. Once they have given their virtual

approval, the contract is signed, then scanned and stored in

a search-enabled repository. Thereater, the system can alert

users to termination dates and other key compliance inor-

mation. Although this system was developed beore recent

advancements in contract-liecycle-management technology,

it has allowed Cisco to handle the contract process much

more eciently than it would have otherwise.

Given the sophisticated contract-liecycle-managementsolutions that are now available, Cisco has been investi-

gating whether an o-the-shel CLM solution could pro-

vide the seamless and comprehensive coverage that Cisco

is looking or. In addition to operational eciencies, such

a solution would allow Cisco to get out o the business o

designing and maintaining CLM solutions.

As part o this analysis, Cisco is continuing to scruti-

nize its own contract-management processes to determine

how they could be made more ecient. Once complete,

Cisco will attempt to automate these internally developed

processes into the contract-management sotware o its

chosen vendor, Emptoris, Inc.

Challenges and Rewards

Cisco has been aggressive in the steps that it has taken

to gain greater control o the contract process. Ciscos

experience demonstrates that its a daunting challenge.

In terms o contract substance, controlling the con-

tract process requires a rigorous grasp o the law and

your companys business. In terms o contract language,

it requires an unwillingness to be satised with recycling

stale conventional wisdom. And in terms o process, it

requires keeping track o an increasing number o inor-

mation-technology solutions and determining which, iany, would provide you with eciencies that signicantly

outweigh the cost and inconvenience.

But Ciscos experience also shows that i you bring to

bear on the contract process a comprehensive and inno-

vative approach, the rewards can be signicant.

Have a comment on this article? [email protected].

Once agiven contracthas

beennegotiated, the stored

inormation and the drat contractare made available to the

legalandfnance departments

and the aected business unit.