Contract Management Systems

This Wisdom of the Crowd (ACC members' discussion), provides insight from ACC members regarding contract management systems. The resource compiles responses posted on the forums of several ACC Networks: IT, Privacy & eCommerce, New to In-house, and Small Law Departments.* The issues discussed include:

I. Members' experiences with particular contract management products

II. Choosing the right product for your law department/company

III. Building your own system

*(Permission was received from the ACC members quoted below prior to publishing their eGroup comments in this Wisdom of the Crowd resource.)

Please note: ACC is not a reseller of contract management systems or any other types of technology. ACC recognizes that each organization will have different needs and requirements for a contract management system, and does not endorse any particular system. We hope that the member testimonials below will make other ACC members aware of what systems are available and assist them in selecting the right one.

I. Members' experiences with particular contract management products

Question:

Does anyone have any suggestions for a contract admin system that is reasonably priced? I am looking for something that will house contracts, manage during the contract's lifecycle by sending alerts of contract obligations, allow for searching, etc. Any suggestions would be greatly appreciated.

Wisdom of the Crowd:

• Response #1: In the search for the best document management system, I came across O3Spaces. It's not specifically for "contract" management, but it has the ability to create workflows. They offer a "cloud" based solution, except you would own the virtual server that they would manage (as opposed to shared hosted service).

It's much more than a file repository (it's more akin to a [Microsoft] SharePoint replacement), but it's document management features appear to be particularly robust. ¹

• Response #2: We're going through this process now....Our view so far: ”most "contract management" systems are really contract workflow or matter management systems that provide tools for contract creation and negotiation. They provide contract storage and search, but also a lot more. For contract storage, indexing and search (filing and finding contracts but not managing the process of their creation), the main ones that we've found are Accu-Image in Sunnyvale, CA (there are several AccuImage companies) and IntraLinks. They also provide services for other areas, such as HR to move employee files online, invoice processing, etc. if your other groups are interested. ²

• Response #3: We recently implemented Apttus. It is a cloud-based contract management app built natively on the Force.com (salesforce.com) platform. We have implemented it for customer agreements (master Ts and Cs), and plan to implement it for vendor contracts, too. It integrates into your salesforce.com system so you can seamlessly add an "Agreements" object to your Accounts in Salesforce. It's amazing having the ability to see and report on how many agreements have which nonstandard terms, so you can assess your exposure on different levels. I can also see the status of all agreements being worked on by my team, and report on productivity metrics for management. Sales people can also see the status of their agreements, and soon will be able to generate agreements themselves (within tightly defined parameters). We have integrated it with Docusign's e-signature platform, which is a time and expense saver. One issue is that it is tailored for high-volume, low-touch contracts. It doesn't work as well for heavily negotiated, redlined agreements. ³

• Response #4: I am only 1 month into the in-house role, but I have spent a large portion of time analyzing our contract lifecycle management and working on drafting and implementing new policies/procedures. (Our annual volume of contracts is approx. 600 contracts, coming from all aspects of our business and across the globe.) We currently use BravoSolution, which has lots of good features (the primary one is an alert system for renewals and such). It is a searchable repository, allows permissioning and the like. We tested out File Trail last week, which had some customization options available that would help in the searchability of the documents, and one of our sister companies loves it. It wasn't available with the alert system at this time, however, which was a deal breaker for us. Neither of them have the option to search the text of the contract (which would be ideal . . . .). There are a lot of available options, so I would follow the advice our company president gave us: make a list of what you really need out of the software and rank whether it exceeds needs, meets needs, or falls below [needs]. If it falls below anything on the "required" list then don't bother with it. It is pretty overwhelming to implement, enforce and maximize a contract management system, so software can be a great tool if it has what you need. ⁴

• Response #5: We are extremely pleased with Compliance 360, which has several different modules, including a contract module. ⁵

• Response #6: I have been using Contract Advantage by Great Minds Software for the past 5 years and am happy with the product. It is used to track contracts in and out of the office and to send out automatic e-mail reminders on dates. Reports are easy to generate. ⁶

• Response #7: We use [Blueridge Software's] Contract Assistant ("CA"). We could not wait until the IT department rolled out company wide document management with workflows (now two years in the works). CA does what we need it to do, was easy to set up and was not expensive. I appreciate the more reliable reminders of impending auto-renewals, due dates and such. ⁷

• Response #8: We use Cobblestone Systems Contract Insight program. It's inexpensive and can be easily customized to allow work flows and notifications. I've used it for several years now and I'm happy with it. ⁸

• Response #9: We just did an exhaustive search for a contract management system that would be simple and relatively off the shelf and we are about to sign a deal with Contract Logix. ⁹

• Response #10: We are in the process of implementing Selectica's Contract Management Solution. We have it set up in a test environment, but haven't launched it fully yet. We ended up choosing Selectica because it was extremely customizable by non-technical folks, and allowed for what they call "dynamic inclusion" (i.e., you can set up rules to define which clauses are necessary in a contract. E.g., if contract price > $500K then X indemnification clause is required.) Other factors that turned us to Selectica - the interface seemed more intuitive to non-contract folks and the contract itself was only one click away from most screens. This seemed like the best solution for us because we have no centralized contract function at this time and many individuals with varying experience in contracting will be asked to use the new solution. ¹⁰

Like I said, this hasn't gone live yet. However, we've been able to get it set up for a lot of testing and we haven't run into any issues with the software not living up to the promises, so I guess that's a good sign.

• Response #11: We are using the document management system of a company called DocuWare and that works fine. My department has 8 in-house counsels spread across Europe, and we are all working with that system. It has a very good search function and you can enter various categorisations of a document. In addition, you can also define certain access rights for other departments with limited rights if necessary. If you have detailed questions please don't hesitate to contact me. ¹¹

• Response #12: My IT staff is researching Microsoft Dynamics CRM suite as a possible option for contract management. Supposedly it's fairly customizable, comparable in price to GLD, and has Microsoft Office/Outlook integration features. Their suspicion is that it's run on a SharePoint based system. It can either be hosted in-house (server licenses required) or in the "cloud" for a monthly fee. ¹²

• Response #13: I personally use a low cost contract management software called GLD (GettingLegalDone). With GLD, members of your [corporation] can access the same data that you can and they can maintain the folder information with the day-to-day actions involved in each; while you have the benefit of being able to oversee deadlines at a higher level. ¹³

Often times, creating a simple automated process and working it for a while helps avoid high-cost missteps such as investing in overly complicated systems that promise to 'do it all' and require a lot of time and resources to keep up to date. I'd suggest working with GLD or a similar web-based product to create a process that can be automated. Once you get a handle on the process, you might find you don't need more. However, if you do want more, it will be much easier and more cost effective to upgrade to a more complex automated system from a simple working system than from scratch.

• Response #14: We are just starting with CSC's Matter Management. So far, so good; we are finding it quite customizable. ¹⁴

• Response #15: Try OpenSource. We've been using it for about 2 years in a small legal dept. at reasonable cost. ¹⁵

• Response #16: I am currently interviewing companies that provide document/case management software systems. We are a small office so I'm not looking to spend a fortune. Serengeti from Thomson Reuters was really expensive ($20K annually) and was more of an e-billing arrangement with less of a focus on document management. Legal Files was very impressive and not that expensive (less than $5K annually, depending on number of users, but with an initial startup cost of $15K). ¹⁶

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II. Choosing the right product for your law department/company

Question:

What variance, in terms of features, exists betweencontract management products/vendors?

Wisdom of the Crowd:

• Response #1: The vendors vary greatly depending on what you are trying to solve for.

Front end (authoring, clause libraries, work flow approvals, etc.) -- some companies specializing in this space include Brightleaf, Dolphin, Bridgeway.

Back end (repository and storage) -- there are a lot of companies that can provide varying services depending upon your needs. These range from Microsoft's SharePoint (which could be cheap if your company already has a SharePoint server) to Exari and [Autonomy's]Interwoven.

End-to-End (both front and back end solutions) -- these are more expensive and are the ones you hear about the most but may be offering more than you need. These include Emptoris (now part of IBM), Selectica, Upside, Symfact.

However, there are also other considerations. For example, will the contracts just be managed by legal or will they be tracked against spend, etc. In that case, you may consider what you are using in other parts of the business. Spend management is what is really driving the business of contract management and so you will see offerings from companies like Emptoris going in this direction. Companies that excel in spend management but have a footprint in contract management as well include Ariba and Zycus.

Lastly, if all you need is the back end, Serengeti offers this for free as part of their matter management and e-billing solution.

I hope this list of suppliers is a decent start to get you thinking about exactly what problem you are trying to solve for and identifying the solution that best fits your needs. ¹⁷

• Response #2: It's hard to recommend specific vendors without knowing what your needs are. [T]here are a lot of systems out there and they all have strengths in certain areas and weaknesses in others, but it's really hard to find information. The information that's out there from analysts like Gartner tends to focus on the very large and expensive systems.

[A]lot of the more expensive ("end-to-end") systems probably have more features than most smaller companies and law departments need. One of the major hurdles with any new system is getting user adoption, and in general the more bells and whistles a system has the more complicated it is to set up, use, and administer, and the harder it will be to get people to change their established habits and embrace the new system.

I'll add a couple more considerations, one of which is that you need to think about who needs to have access to the system. That is, are you going to limit access to the contracts and related data and alerts to a small group of people or does a broader group (e.g., sales, finance, fulfillment, product support) need access to the information? That can affect whether you go with a system that allows for a limited number of users (e.g., with a per-user license fee that can quickly add up if you have a lot of users) or a system that allows broader access at a reasonable cost.

In my experience, most companies want to give access to a broader group and get the legal department out of the business of providing copies of contracts and answering very basic contract-related questions. Of course, if you want to provide that broader access, you need to think about security and how you will limit access to certain contracts or certain information.

You also need to think about how many contracts you have (existing contracts and volume of ongoing new contracts) that you are going to have to get into the system and how you're going to do that. If you want to capture any significant amount of data along with the contracts it can be a real challenge if you have a large number of contracts. A lot of systems have been implemented without adequate focus on getting the information into a system and maintaining that over time. Without consistent and reliable data you eventually end up with a system that's unreliable and unusable. ¹⁸

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III. Building your own system

Question:

Is it possible for a company to build its own contract management program or adapt existing office software for contract management purposes?

Wisdom of the Crowd:

• Response #1: I recently concluded a search for a good, off-the-shelf program that would allow me to manage contracts in a legal department of one. I really liked a product called Upside Live from Upside Software Inc. If you want to check it out there are nice tutorials on YouTube to show how this product can function. I also explored the idea of creating a program in–house from Microsoft Access and have a lot of useful information on this if you would like it.

In the end, I paired up with our IT Director who wanted to create something and manage it internally and we are still working to finalize that system. I know that if you go with one of the software providers mentioned by the group, many of them offer a one-time user license fee for perpetual use which may be good to consider instead of the annual fees. ¹⁹

• Response #2: With my former employer, my team developed a tracking system using [Microsoft's] Outlook-the same Outlook we used for email. It was obviously quite customized to our needs, but we were able to determine a lot of information (e.g., run metrics on every step of the process) and updates were easily shared / viewed throughout the enterprise. ²⁰

• Response #3: We use a number of tools from Google Apps to manage our projects, including Google Sites, Documents, and Calendars. The tools are very flexible, which is both good and bad. The good is that you can use them to do pretty much anything you want. The bad is that unless you impose some structure and discipline in their use, things can quickly get disorganized. You would also want to make sure you're comfortable with confidentiality and privilege issues in using these sorts of applications.

Have you checked out GettingLegalDone from Bridgeway? It sounds as though it's designed for just your situation. It would have the advantage of already having a structure designed for the needs of a small department.

I'm curious if others are using Getting Legal Done and getting (or not getting) value from it. Bridgeway offers a 45-day free trial, and I've thought about signing up, but would like to know if others have experience they'd be willing to share. ²¹

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¹ Athas Nikolakakos, General Counsel, RightAction(IT, Privacy & eCommerce, Aug. 27, 2010). ² Todd Murtha, VP, Business & Legal Affairs, Wize Commerce, Inc. (Small Law Departments, Mar. 6, 2012). ³ John Moss, Vice President, Deputy General Counsel, Head of Commercial Practices, salesforce.com, inc. (IT, Privacy & eCommerce, Feb. 3, 2011). ⁴ Anonymous (Nov. 2011). ⁵ Sheryl Feutz-Harter, General Counsel, New Directions Behavioral Health, LLC (Small Law Departments, Mar. 3, 2010). ⁶ Diana Hare, Associate General Counsel, Drexel University College of Medicine (Small Law Departments, Oct. 27, 2011). ⁷ Brandy Olson, General Counsel, Dir. Legal and Reg. Svs., Muscatine Power and Water (Small Law Departments, Mar. 5, 2010). ⁸ Tanya Avila, General Counsel, Volusion, Inc. (Small Law Departments, June 7, 2012). ⁹ Anonymous (May 2012). ¹⁰ Angela James, Corporate Attorney, Madison Gas and Electric Company (Small Law Departments, Mar. 3, 2010). ¹¹ Petra Pracher-Ratnik, Vice President, Legal, KapschCarrierCom AG (Small Law Departments, May 21, 2012). ¹² Daniel Slawe, General Counsel COO, Evolution Marketing Research, LLC (Small Law Departments, July 17, 2012). ¹³ John Dickey, General Counsel, 4Sight Group, LLC (Small Law Departments, June 2, 2010) (please note that Mr. Dickey sits on the board of Bridgeway Software, Inc.). ¹⁴ Jennifer Rafferty, Assistant General Counsel, Titan America (Small Law Departments, Oct. 27, 2011). ¹⁵ Stacey Olliff, SVP, Legal Business Affairs, NBCUniversal, Entertainment Digital Networks (IT, Privacy & eCommerce, Aug. 27, 2010). ¹⁶ Matthew Foote, Associate General Counsel, General Cigar Company, Inc. (New to In-house, Nov. 2, 2011). ¹⁷ Mark Freitas, General Counsel, Axia LTD (Small Law Departments, Jan. 9, 2012). ¹⁸ David Munn, General Counsel, Pramata Corporation (Small Law Departments, Jan. 09, 2012). ¹⁹ Char Somes, Corporate Legal Counsel, NNR Global Logistics USA Inc. (Small Law Departments, May 22, 2012). ²⁰ Todd McManus, Contracts Manager, Rockwell Collins, Inc. (New to In-house, Oct. 10, 2011). ²¹ David Munn, General Counsel, Pramata Corporation (Small Law Departments, June 7, 2010).