From creation, through collaboration, signature, tracking, renewal and beyond: what does end-to-end contract management look like for an efficient, modern business? Expert authors break down every stage to share their secrets. Source: juro.com
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| The modern contract handbook: Future-proof your contract management
1
Modern contract management |
What’s inside?
Introduction
3
Richard Mabey, CEO, Juro
Tech can’t solve bad drafting: six lessons from Ken Adams
4
Ken Adams, Author, A Manual of Style for Contract Drafting
In a nutshell: what is contract management software?
6
Its function, users and key terms
Create
7
Legal design: the experts speak
8
Featuring Margaret Hagan, Helena Haapio, Stefania Passera, Marie Potel-Saville
and Lieke Beelen
Designing for yes: how to create contracts people want to sign
10
Verity White, Legal counsel, Telstra
Collaborate
13
How to capture and use contract collaboration data
14
Pavel Kovalevich, Chief Product Officer, Juro
Approvals: how legal can reduce friction (but keep control)
16
Alex McPhie, Director of Customer Success, Juro
Sign
18
eSigning: the global state of play
19
Josephine Hanschke, Customer Success Associate, Juro
Mobile-first contracting: a case study
21
Juro and City Relay
Manage
23
The 7 best contract metrics to track – and why you need to start
24
Lucy Endel Bassli, Founder & Principal, InnoLegal Consulting
Why you need to integrate contracts with the business’
systems of record
27
Raul Balchin-Qais, Senior Account Executive, Juro
Post-signature
Connected contracts
29
Peter Hunn, Founder, Clause.io
Conclusions
31
Richard Mabey, CEO, Juro
© Juro Online Limited 2019. All rights reserved.
The views expressed in this guide are the contributors’ own and not those of Juro.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Introduction
Contracts are pretty simple. Or, at least, they should be. Two or more parties get
together to assign some rights and obligations. They agree, and then they have to
abide by that agreement. If something goes wrong, everyone can look back at the
contract to find out what they promised.
The process used to involve little more than people, pens, pencils and some paper.
In the thousands of years that contracts have formed the basis of all commerce and
business, some things have hardly changed at all, but some have changed radically.
The complexity of contracts has increased - digital licensing agreements across
multiple streaming platforms, for example, or complex financial derivatives
contracts, present a real challenge to drafters.
Similarly, the volume and frequency of contracts is unrecognizable. A high-growth
technology business growing at multiples annually might go from managing ten
contracts a month to several thousand.
Contract process, badly managed, can quickly become a significant roadblock -
the statistics illustrated below, from the IACCM, tell their own story.
Like almost every other business process, making the move to
digital technology, rather than a paper-and-pen approach, is
transformative when it comes to efficiency, speed and cost.
Despite these advances, there’s still much confusion about what contract
management really means today, what it can do (and what it can’t), and how each
phase of the contract lifecycle has been affected by the move to a data-driven world.
That’s why we wrote this guide: together with a range of expert authors,
we have broken down the contract lifecycle into its constituent stages and taken
a look under the hood to find out what the process actually means today - and
how it can be improved. And of course, before you even think about process, make
sure you’re adhering to Ken Adams’ principles and getting the fundamental building
blocks right. It’s a privilege to be able to share Ken’s insights in this guide.
As always, I’m immensely grateful to all our contributors for their time and insights,
and I hope you enjoy reading this guide as much as we enjoyed putting it together.
Richard Mabey
is the CEO and
co-founder of
Juro. Previously,
he was a Corporate and M&A
lawyer at Freshfields Bruckhaus
Deringer and worked with
LegalZoom.
Contracts are changing.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Tech can’t solve bad drafting: six lessons from Ken Adams
All the innovative new software in the world is useless to you if the
fundamentals of your contract drafting aren’t in place. These six
lessons can set you on the right track.
1. The legal industry has a problem.
Contract language remains a huge problem - the overwhelming majority of
contracts are built with blocks that don’t make sense. The ubiquity of copy and
paste for generations has meant there’s a disconnect between what people think
is in contracts, and what’s actually in them. I see a lot of cluelessness out there as a
byproduct of the copy/paste machine.
People rely on boilerplate, but there are a lot of misconceptions built into that. I
like to think that my work has helped draw attention to an alternative, clearer, more
modern kind of drafting, and the reaction has been enthusiastic enough to suggest
that there is a demand for it.
We have a good idea of what clearer, more functional drafting looks like. But we
need to make it accessible - it’s not realistic to tell people that we’ve given them
guidelines and they have to get on with building everything new themselves. We
need to work on bridging the gap to give people greater access to better contract
drafting. They will have a hard time achieving it without help.
2. The most common mistakes persist.
The traditional prose of contracts is dysfunctional. A Manual of Style for Contract
Drafting contains 600 pages covering all sorts of issues, some of them big, some
smaller. But the net cumulative effect of addressing all the sources of dysfunctional
prose has a big impact. Common issues include:
• Working with defined terms
• Eliminating redundancy
• Using long strings of words, instead of what you need to accomplish your goals
• Inappropriate verb structures, exemplified by the overuse of the word ‘shall’
There are many more, including archaic practices like putting words and phrases
in all caps, and the ludicrous outdated vocabulary that stubbornly lives on. And
ambiguity manifests in many different ways in a contract, leading to confusion,
which leads to fights and litigation.
The starting point to begin to change this is realising that something doesn’t make
sense. What you do next depends on the context and what role you’re playing. If
it’s your draft, you can fix everything. If it’s the other side’s draft, you focus on what
might create confusion and what doesn’t reflect the deal as you understand it.
Tech can’t solve bad drafting:
six lessons from Ken Adams
“The ubiquity of
copy and paste for
generations has meant
there’s a disconnect
between what people
think is in contracts,
and what’s actually
in them”
Ken Adams is a
writer and speaker
on contract drafting.
As the author of
A Manual of Style for Contract
Drafting, he’s the leading
authority on the building
blocks of contract language.
| The modern contract handbook: Future-proof your contract management
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3. Contracts need brevity.
Whatever you need to say, say it as clearly and concisely as you can. You might think
that some small glitch can’t cause a problem, that it would be pedantic to insist on
fixing it, but I regularly encounter instances where, because of the circumstances,
small glitches can end up throwing a spanner in the works.
4. We must break the copy/paste machine.
Everyone who starts in the legal profession starts with a blank slate. They’re then
indoctrinated: people will do what they have to do to please their bosses. Traditionally
this has meant that you draft contracts by copy-and-pasting, and what is dysfunctional
soon looks normal to you. You’ve been co-opted into a dysfunctional system.
That process is still the norm, but I like to think there’s a growing constituency
that is aware of better alternatives. Spreading the word is a big part of what I do.
Whether that’s individual by individual, or law firm by law firm, change comes one
decision at a time. Becoming conscious of the current dysfunction is a good first
step - that allows you to take the next step, the more challenging step, of breaking
from the herd and doing something about the dysfunction.
5. We must fix the language to fix the process.
I got into the language side of things because I thought contract drafting should be
a commodity process, but that can’t happen without clear and consistent prose we
can rely on. Otherwise, we’d just be automating dysfunction.
We need automation as an alternative to copy-and-pasting. It’s not realistic to
expect everyone to dutifully rehabilitate contract language on their own. Automation
offers us a way to scale up optimal language and optimal substance. But automation
will require that we put contract drafting in the hands of contract-drafting
specialists, leaving everyone else to focus on doing the deal. Language and process
are linked together - rehabilitating the process will help fix contract content.
6. New to drafting? Live by these two principles:
1. Don’t trust anything. Don’t assume that just because language came from some
prestigious law firm that it will make sense, because everyone is riding the copy-
paste train. I’ve routinely dismantled contract language from impeccable sources.
That’s the bad news.
2. Anyone can take command of contract language. That’s the good news. You
don’t have to be a lawyer to do this - in fact, there’s very little that’s purely legal
about contracts. With a bit of study and some semantic acuity, anyone who
does deals can be an informed consumer of contract language. I’d like to see
responsibility for contract language being a function of your competence instead
of whether you’re a lawyer.
My book isn’t for the faint-hearted, but if you deal with contracts it’s a good
entryway into learning contract language. You can have greater control of language
than people with great credentials who are just riding the copy-and-paste train.
The first step to gaining control is to understand the building blocks of contract
language. After that, you have a whole other challenge—understanding what to say
in your contracts, as opposed to how to say it clearly and effectively. But take one
step at a time!
Learn more at adamsdrafting.com. The 4th edition of A Manual of Style for Contract
Drafting is available here.
“Ambiguity manifests in
many different ways in
a contract, leading to
confusion, which leads
to fights and litigation”
The modern contract handbook | Tech can’t solve bad drafting: six lessons from Ken Adams
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | In a nutshell: what is contract management software?
In a nutshell: what is contract
management software?
Contract management software is used to manage the creation, negotiation,
amendment, signature and data analysis of legal contracts. It allows companies and
people to create, collaborate on and manage contracts faster and more efficiently,
while reducing risk.
Who uses it?
Legal teams
Contracts and lawyers are the best of friends. Law firms and in-house legal teams use
contract management software to generate and manage documents on a daily basis.
HR teams
The human resources departments of large companies produce a high volume of
documents related to the hiring of employees and contractors, often relying on
lawyer-approved templates. HR teams typically want their solution to integrate
with the systems they use every day, like Greenhouse and Workday.
Sales teams
Salespeople hate anything that gets in the way of closing deals, so they’ll often use
a contract management solution to generate contracts quickly, rather than having
to ask legal to create contracts for them. Sales users prefer solutions that integrate
with the software they work in every day, like Salesforce.
Procurement teams
Company procurement functions typically manage large volumes of vendor
contracts. This involves tasks like the processing of supplier terms, seeking approval
from other business teams, and - once documents are signed - keeping tracking
of their renewal dates.
Finance teams
Finance teams typically need visibility into contracts to reconcile them with billing,
as well as to generate accurate revenue expectations for their business. Contract
management software can facilitate this kind of transparency.
What does it do?
Modern contract management software manages each stage of the contract lifecycle.
Collaborate
Create
Manage
Sign
Read on to explore each stage of the lifecycle in-depth.
JARGON BUSTER
Contract lifecycle: The entire
period for which a contract
is relevant. For example, if a
contract covers a two-year
subscription, then when
this date arrives and the
contract is no longer in force,
it has reached the end of its
lifecycle. You can use alerts
and reminders to manage
renewals and avoid missing
key dates.
eSignature: the ability to
sign a contract digitally,
on a computer, tablet or
smartphone.
Integration: the ability of
contract software to work
in conjunction with other
software. For example, a
salesperson might use an
integration to create a contract
directly in Salesforce, which
integrates with the contract
management platform.
Negotiation: different parties
to the contract suggesting
and accepting changes to
the document in real time.
Traditionally this would be done
offline, which risks data loss.
Redlines: the process through
which changes are made to a
legal document, in a way that’s
visible to subsequent users.
Template: users of contract
management software often
create templates for the most
common documents they
need to create/automate.
Versioning: the ability to
look at previous versions of a
contract before it was agreed.
Create
Long gone are the days when your only option to create a contract was to ask a lawyer to do it
for you. In today’s fast-paced business environment, both emerging high-growth businesses and
large enterprises might find themselves generating thousands of new contracts a month.
Visual and informational design have increasingly made contracts a proving ground for innovative
ideas, as part of an industry-wide recognition that legal design can help to make legal processes
and documents more human for everyone. Ask yourself: when you create contracts, are you
doing so with a focus on the actual end-user of the contract? Or are you perpetuating a world
where contracts are exclusively by and for lawyers?
In this section: we catch up with five of legal design’s most inspiring thinkers to hear their takes
on how to create contracts that actually work for real people. Then we specifically focus on how
to structure your documents to make it more likely that you’ll actually secure a signature.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Legal design: the experts speak
Legal design: the experts speak
The popularity of legal design has increased significantly in recent
years, with stakeholders across a range of industries waking up to
the important of putting end-users first. We caught up with some of
legal design’s leading lights to find out more.
“Contracts are first and foremost for clients. Users who aren’t lawyers should be
the main concern when drafting a contract. From their perspective, what’s a
contract for? It’s for securing the business objectives and performance that the
parties expect. The templates, style guides and preferences that transactional
lawyers use to make their job easier are really useful for those lawyers; but who
cares about the lawyers?
Clients are the reason contracts exist, not lawyers. But behind those clients,
there are stakeholders from finance, HR, project management and operations
management. There are technical, financial and implementation concerns to
consider, as well as legal. The legal team is a key piece of the transactional puzzle
but it’s just one piece - alongside the boilerplate documents, language and
templates, there’s deal-specific information and considerations that come from
the business, with managers and engineers assigning and designing roles.
Business users want usable contracts that achieve the maximum operational
efficiency, with reasonable risk allocation, at an acceptable cost. They need to
know what the contract requires them to do, where, and when. Your lawyers’ eyes
might see a contract as legally perfect, built on such nuanced and sophisticated
language as to be a work of art; but if the business users are bamboozled by dense
jargon and complexity, the contract is failing in its primary duty.”
“Most legal documents out there don’t engage users, and don’t communicate
why they should care about the information they contain, nor how they can use
that information to their advantage. In B2B contracts there’s been a growing
demand for this kind of redesign, as it is in the interest of the parties to avoid
disputes and collaborate more easily.
Lawyers feel their duty is to limit the risk for the customers, and there’s an implicit
assumption that simply adding more words to these documents will lead to the desired
behaviour. But just having words dumped there doesn’t ensure compliant behaviour.
We need to reach a point where the burden isn’t all on the readers, who are just
made to read lengthy documents because they have to. As citizens, consumers
and professionals, people simply don’t have the time to engage.
Digital media allows us to use layered information, visual interfaces, and other
formats that make a lot of sense when you’re communicating digitally. We need
to adapt to the medium and to users’ expectations, and not be anachronistic -
by failing to do so, we don’t take advantage of the expressive opportunities
offered by new media.”
Margaret Hagan is
the Director of the
Legal Design Lab at
Stanford University
and a lecturer at Stanford
Institute of Design.
Helena Haapio is a
contract coach with
Lexpert Ltd and a
member of the
advisory council of the IACCM.
Stefania Passera is
an information
designer specializing
in contract design
and legal design, helping private
and public organizations make
their contracts and documents
user-friendly, clear, and effective.
| The modern contract handbook: Future-proof your contract management
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“Complex contracts that are hard to negotiate are an area that is ripe for legal
design. The difficulty with such documents is the technical detail buried in
them, which often induces lengthy negotiations. Worse, the terms often go
unimplemented once the contract is signed because the business people simply
do not understand it.
Instead, take a design approach to help you structure the contract according to
the needs of the user, rather than just following the order of the legislation. Make
sure you ask and answer the question ‘how do we want this contract to “live” -
i.e. be implemented’, rather than only focusing on termination or litigation.”
“Businesses are more and more aware of how beneficial it is if your employees are
happy - productivity and success usually follow in the end. If you create contracts
that are easier to understand and bring the company values in dealing with
employees through in those contracts, this can be a catalyst to driving business
growth, economic growth, and employee happiness.
To make your contracts accessible, avoid dense text, bad structure and layout and
small fonts. Make sure there’s differentiation between titles and paragraph, and
enough white space. Summarize the complex parts in infographics, or even using
navigation; and as far as the language itself goes, avoid using too much legalese.
The use of visual contracts is related to proactive and preventive lawyering, which is
centred around collaboration; that’s different from the typical approach of drafting
defensibly, caveating hugely and protecting risk. It’s a shift in mindset that is hard
to achieve, but really valuable commercially, because it builds open communication,
trust and collaboration, which is essential to innovation and success.”
Find out more about legal design at blog.juro.com.
Create with Juro
Juro lets you use a Q&A flow to create contracts. Users answer a
series of questions relating to the particular template, which then
populate the contract with relevant information, like names of
parties, dates, signatories, and so on.
This enables business teams to self-serve, as the legal team can
define the Q&A’s parameters at a template level. This means that
if a user wants to create (for example) a standard NDA or sales
contract, they can use the Q&A to self-serve the document in
seconds, safe in the knowledge that the contract’s framework is
watertight as per the legal team’s stipulations.
The modern contract handbook | Legal design: the experts speak
Marie Potel-Saville
is the founder and
CEO of Amurabi, an
innovation by
design agency, that makes law
accessible, actionable and
engaging. Marie believes in
human-centric innovation, and
aims at systemic change. She
also leverages legal design to
enhance access to justice
through pro bono projects.
Lieke Beelen is the
founder of Visual
Contracts, a platform
for lawyers and
designers to learn and apply legal
design thinking with the aim of
improving access to justice in
a more human-friendly way.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Designing for yes: how to create contracts people want to sign
Designing for yes: how to create
contracts people want to sign
Verity White is a
Legal Counsel and
automation coach at
Telstra, Australia’s
largest telecoms and tech
company, where her work
simplifying contracts has saved
hundreds of hours of lawyer
time. One recent contract
design project was a finalist in
the Legal category of the 2019
Clear Communication Awards.
Follow Verity at Checklist Legal.
If contracts are the lifeblood of commerce, then it’s important
to keep things flowing quickly - so what can you do to create
contracts that people will be happy to sign?
There are two main factors in contracts that create friction and get in the way of
a faster signature. These are:
1. People having to re-read things that aren’t clear; and
2. People struggling to find what they need.
Working together, these are a terrible combination - if you can’t get through a
document and understand it the first time you read it, or the second time, it creates
bad feeling and slows down the process. That’s annoying with any document, but
with a contract it’s especially painful because both parties are absolutely committed
to getting the right result. This friction is a problem for lawyer and non-lawyer alike -
if a lawyer struggles to find or explain the key terms to a client, it creates bad feeling
and likely slows down the process. Fortunately, there are proven steps you can take
to remove that friction and make a signature more likely.
Processing fluency
Assuming that what the contract is selling is good, and there’s someone who
wants to buy, the first thing to focus on is simply to make things seem easy.
‘Processing fluency’ is a concept in cognitive neuroscience and psychology
whereby if something seems easy to process, people are more likely to think it’s
true. In contracts this is an important principle to follow if you’re hoping for a
signature - if you have a contract that’s set out to be easy to understand, then
people will feel higher levels of trust, and be more willing to engage both with
the document and the party that gave it to them.
There are lots of elements that go into improving processing fluency. Lots of
organisations are focusing on a better user experience with legal documents by
creating guides to their contracts, which is a great step forward; but wouldn’t it
be great if the contract itself performed that function? Try to structure the contract
so it makes sense and take advantage of that ‘processing fluency’ factor to make it
easier for users to navigate through and ultimately agree to the contract’s terms.
Create a strategy for points you’ll concede
If your aim is to have the shortest possible cycle from draft through to signature, then
you need to regularly examine the history of negotiation for that template or contract
type. If there are terms that you’re happy to concede on most of the time, then why
not soften those terms as a matter of course to increase the speed of signing?
One problem that holds back legal teams in this area is that often there exists no
overarching strategy around these points, which is an obvious project for a business
to pursue to remove friction. Align with colleagues on the concession levers that
strategically you’re comfortable pulling, and you’ll have an easier time getting
contracts from draft through to signature quickly.
“If there are terms
that you’re happy to
concede on most of the
time, why not soften
those terms as a matter
of course to increase
the speed of signing?”
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Designing for yes: how to create contracts people want to sign
“Don’t leave it up
to counterparties
to hunt through
the document for
information that
you know is
important to them”
Use a ‘key details’ table
As a junior lawyer working on documents, I often noticed that much of the really
important information that changes between contracts would be buried somewhere
in the text. I’d have to take a deep dive into the contract to find it and ultimately
change it, hunting through the whole document to find the 20% of elements that
are used 80% of the time.
If, instead, you can put that important content in a key details table and easily show
it to your client or customer up front, it makes things much easier to implement
down the track. The key details table is great from a speed perspective, as it helps
you to make faster decisions. Another key benefit is that as we move to increase our
use of automation and machine learning, documents with these clear and defined
data structures are faster for computers to learn from. The easier it is to teach the
algorithms, the faster we can get the benefits of having done so.
The golden rule: the ‘reverse-sandwich’
You can see this in action frequently in agreements that sell products. In such an
agreement you might have an exclusivity arrangement - one of the most crucial
clauses in the contract - but so often it’s buried in the middle of the agreement.
That might be the critical piece of information as to whether a party signs quickly
or doesn’t, but to get to it you have to wade through paragraphs of filler and
low-value content.
Instead, pull it to the front of the document, right at the top, and make it quite clear
that it’s a yes/no element. Don’t leave it up to counterparties to hunt through the
document for information that you know is important to them. Don’t make it hard for
a paralegal, or a machine learning algorithm, to find it.
This is where the ‘reverse sandwich’ concept comes in. A sandwich has all its good
stuff in the middle - the tasty bits that everyone wants, the things that make it
different from other sandwiches - but it’s all hidden by bread. Often, contracts are
the same. Instead, put the important stuff at the beginning or at the end and put the
filler in the middle - the ‘reverse sandwich.’ That’s my golden rule - if something’s
really important, put it at the beginning, or in a schedule at the end. Don’t bury the
best bits between bread.
Remember your audience
Lawyers can sometimes forget that they’re often clients too. We encounter
contracts as consumers, and they can be incomprehensible: for example, house
sale contracts are extremely complex and the opposite of user-friendly. Those
documents are intimidating, with so much money on the line, and they’re hard to
understand. Lawyers must keep in mind that to many people, legal documents are
scary, and they don’t need to be. If you’ve passed the bar then you’re prepared,
and paid, to deal with that - but it’s a mistake to expect everyone else to be able
to read contracts in the same way. Normal people don’t look at a long, complicated
contract and treat it like a bedtime story. Intimidating contracts will just take longer
to get to yes.
If we think of contracts instead as task-based, there to do a job - whether that’s
managing relationships, facilitating a sale, and so on - that makes us think about
contracts in a different way. Write for your audience: if it’s a legal audience that’s
fine but if they’re not, you’ll need to take a different approach. Focus on the purpose
of the contract, whether that’s a transaction, protecting IP, or whatever it might be,
and work from there to make it as easy as possible for both parties to secure the
outcome they need.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Designing for yes: how to create contracts people want to sign
Don’t automate an inefficient process
If you don’t do the hard work in making your contracts simple and frictionless, then
when you automate them you’ll simply automate and scale an inefficient process,
making a small problem much bigger. Automation undoubtedly offers huge benefits
in time-saving, user experience and collaboration, but it’s a mistake to jump in
before your contracts are the best they can be.
Before you start automating, do some benchmarking. Compare your agreements
to others and get the basics right around plain language and readability. These
factors will speed up your contract lifecycle and negotiation time at the base level,
so when you automate, you can be sure that the efficiencies you found scale too.
Automation isn’t just a tool to cut costs and put pressure on headcounts: instead we
should focus on how it can enrich the contracting process and improve customer
experience, which will ultimately lead to parties getting to signature faster.
Ask more of your counsel
The final lever you can pull in order to make faster signatures more likely is to
challenge your colleagues and providers to do the same. Have your internal
collaborators refreshed their agreements lately? Could they put their most recent
learnings about deviations from standard terms into practice? Similarly, if an outside
firm handles your most important documents, when was the last time they created
more value for you? Redesigning contracts is an intellectual challenge that good
lawyers should be excited to engage with - grappling with this issue can have a
positive commercial impact for everything, if you focus on designing to get to yes.
Collaborate
There are any number of reasons why a contract might need several people to work on it. It
might be a complicated set of terms and conditions that needs an experienced lawyer to craft
the wording of a high-value clause. Or it might be a contract that affects several parts of a
business: a technology supplier agreement, for example, could touch IT, legal, procurement
and compliance. Those teams and individuals might be in different offices, or different countries,
making it difficult to get them all in the same room.
The next level of collaboration is external. Lawyers used to mark up pieces of paper with red
pencils to negotiate contracts; nowadays ‘redlining’ can happen in real time on collaborative
documents within your contract management platform. Doing this in-browser is much more
efficient and faster than repeatedly editing, printing, scanning and couriering documents around
town ad nauseam. Modern businesses require a genuine contract collaboration platform that
everyone can use.
In this section, we focus on two core aspects of contract collaboration: preserving data
throughout the contract negotiation process, and using approval workflows to get documents
to signature faster.
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | How to capture and use contract collaboration data
How to capture and use
contract collaboration data
Pavel Kovalevich
is the CPO and
co-founder of
Juro. His previous
experiences include software
engineering, technology strategy
and entrepreneurship.
Every stage of the contract lifecycle creates data. And at every
stage, traditional contract processes lose, mislabel and discard
that data. Fixing this could transform legal process forever.
The default currency for contracts, with almost 100% market penetration, is a
product that was never designed for legal documentation: Microsoft Word. People
create drafts in Word, often by copying and pasting parts from old documents, and
then make tracked changes, bouncing around between different versions via email.
At some point, everyone’s happy and the document becomes a PDF.
This PDF jumps into various email chains until it’s printed, signed and scanned, or
perhaps signed electronically with a tool like DocuSign. It’s then saved on a shared
or personal drive, where it sits pretty much forever.
There are lots of problems with this process: it’s hard to collaborate, it’s inefficient,
it takes a long time and version control is difficult. But a key problem, that only
increases as time goes on, is data loss.
In the process described above, almost none of the data on contract collaboration
is retained:
• If suggestions are made over email about edits, that data doesn’t make it to Word
• If edits are tracked as changes in Word, that data doesn’t make it to PDF
• Time-to-signing data and new version data doesn’t make it to the shared drive
Generating all this collaboration data, only to discard it throughout the process, is
a huge waste of lawyer time and expertise. The main reason why so much data is
lost throughout this traditional workflow is that the data generated in static Word
and PDF files is unstructured. Key fields like dates and signatories aren’t tagged
with metadata, so when the document passes to a new system, that system can’t
differentiate between important and less important information.
This makes it almost impossible to have a genuine audit trail of a legal document’s
journey from inception to agreement. Who made which edits, when, why, and how - all
of this is either never captured or lost along the way. Without data to identify problem
clauses and negotiation bottlenecks, they are almost certain to reappear next time.
Machine-readable contracts
There exist excellent AI contract review products out there that can structure your
unstructured data. They can ‘read’ old contracts and offer some level of automated
tagging, bringing structure to the collaboration data that’s been mismanaged.
However, data that was lost is not recoverable; and more than this, if your problem
is that collaboration data is unstructured, then creating more unstructured data and
buying a solution to structure it for you is an odd way to solve it.
The most obvious way to capture and retain collaboration data at all stages of the
lifecycle is to stop creating unstructured data, and instead use a machine-readable
editor to create your contracts. When the document receives approvals, or is
amended internally, or viewed and negotiated externally, the metadata that captures
all these changes, stakeholders and events is created and stored.
If the platform in question also offers signing and contract management, then there’s
no need to move the contract to Word, PDF or email. However, if the contract was
“The most obvious
way to capture and
retain collaboration
data is to stop creating
unstructured data, and
instead use a machine-
readable editor to
create your contracts”
| The modern contract handbook: Future-proof your contract management
15
created from structured data, then users have that option, because the document is
rich enough in insight to carry useful data from system to system.
The impact for your bottom line
There are two immediate advantages to your business of this approach:
1. Analytics
With negotiation data preserved and captured, you can get real-time insights
on your contract workflow’s efficiency. Which templates typically lead to the
longest contract lifecycle? Which clauses usually block signing? Which business
colleagues make the most edits? How do approval rates change over time?
Analytics will enable you to answer these questions, not only to improve your
processes, but to be accountable to your colleagues in other teams.
2. Search
Search might seem like an unsexy feature, but a powerful search mechanism
can have a huge impact when it comes to response times and efficiency. If your
contract data is properly structured, users can search for documents via team
members, dates, company names, clause titles - even using free text queries.
Without structured data, your ability to search contracts will begin and end
with the file name and the modified/created dates.
These factors can both have an impact on your bottom line: more efficient
collaboration is likely to lead to faster results, better alignment from stakeholders,
and transparency across the business into legal’s workload. It also creates a
feedback loop that will make your team, and your systems (if they incorporate
machine learning), smarter. The more contracts data you can collect, analyse and
action, the better your ability will be to make decisions about deviations from
standard terms, negotiation positions, and so on.
The business world as a whole is aware of the benefits of retaining structured data,
and a shift is underway towards dynamic documentation, created in-browser, often
collaboratively. This is what Google Docs has looked to solve in relation to Microsoft
Word, and next-generation providers like Notion and Coda are taking other legacy
document formats like Excel and making them collaborative and data-rich too. Legal
is a long way behind the curve, and running out of excuses as to why that’s the case.
By embracing contracts data now, you could be future-proofing your legal team for
decades to come.
“Without structured
data, your ability to
search contracts will
begin and end with
the file name and the
modified/created dates”
Collaborate with Juro
Juro’s machine-readable editor was custom-built from the ground
up for contracts. Its canonical document model represents any
codified business relationship (a contract) in three layers:
1. The visual representation layer
2. The data layer
3. The logic layer
Using Juro’s editor, built for JavaScript Object Notation (JSON),
you can create contracts as structured data that’s never lost or
discarded during the contract lifecycle. Get in touch if you’d like
to try it for yourself.
The modern contract handbook | How to capture and use contract collaboration data
| The modern contract handbook: Future-proof your contract management
16
The modern contract handbook | Approvals: how legal can reduce friction (but keep control)
Approvals: how legal can reduce
friction (but keep control)
Alex McPhie is
Juro’s director of
customer success.
He works with
Juro’s customers to help them
get maximum value from their
contract collaboration platform.
The content and management of contracts in a business almost
always sits with legal - but that doesn’t mean lawyers need to
draft and review every document and template.
It’s an unwritten rule in business: don’t enter into agreements which don’t have
legal approval. That’s a position none of us can afford to be in, and the risk of either
entering into an agreement full of legal risk, or missing a commercial opportunity
because legal dragged its feet, is huge.
Despite this, many businesses struggle with both the initial roll-out and then the
enforcement of an appropriate approval process. This is hardly surprising, given
the wide range of stakeholders involved and often required to approve any given
agreement. Through working with our customers on their contract workflows, we’ve
identified some of the key challenges around legal approvals. Here’s what we’ve learned
about overcoming those challenges, and making approvals work for your business.
Implementation: building your approval workflow
1. Take the time to map out the full contract process
Getting a handle on the true picture of your document’s likely journey might be
hard, but it’s essential. From the point of requirement to a fully signed document,
map out the route your document needs to take, detailing where legal approval
is required. This can be a lengthy process - set time aside for the business and
legal teams to nail it down together. Collaboration is key - ensure you use and
work through current examples of legal approval workflows to foster a team-wide
agreement and get everyone on the same page.
2. Be mindful of other approvers in the business
Colleagues in commercial, finance and data security teams might also be key
parts of the approval workflow. Make sure you include their approvals in your
planning. In our experience, approvals tend to start with commercial teams, then
finance and data security, before legal steps in at the end. This ensures that there
are no further changes to the document from external parties, and it ensures that
lawyers retain ultimate ownership of the contract.
3. Communicate and get help
Other teams in the business that deal with processes, like procurement or
operations, might have insight to add - make sure you communicate with them
and draw on their expertise. They may have learned something on a previous
deal that becomes relevant to your current situation.
How complex is too complex?
The approval process doesn’t need to be complicated to be robust. It can be
tempting to try to implement a legal approval process that gets you from 0-100
in one attempt, but this is often a mistake. Complexity can lead to paralysis while
teams consider multiple designs, without ever actually implementing anything.
“Colleagues in
commercial, finance
and data security teams
might be key parts of
your approval workflow
- make sure you include
their approvals in
your planning”
| The modern contract handbook: Future-proof your contract management
17
The modern contract handbook | Approvals: how legal can reduce friction (but keep control)
“Contracts are
ultimately a legal
process, and the
legal system of
record should be
the best source of
truth for them”
Instead, start with a simple approval flow, gather feedback on its advantages and
disadvantages, and iterate with additional approvals if you feel they’re needed.
If your new process starts out more complex than the old one, it has no chance
of being adopted quickly.
Legal vs commercial approval
It’s likely that commercial teams will have their approval processes within other
business systems of record. Sales teams might manage approvals with Salesforce,
and HR with Workday, Greenhouse or Prescreen. This can cause uncertainty where
legal approval is concerned - should approvals live in HR systems, or contract
management systems, or something different entirely? How do we know which
takes precedence?
In our customers’ experience, it’s best for legal approvals to sit within contract
management systems. Contracts are ultimately a legal process, and the legal
system of record should be the best source of truth for them. This allows for better
organisation of files across different teams, without legal losing sight of the end-
to-end process. If your contract management system integrates with your other
systems of record, then take advantage of data sync capabilities to make sure you
have a true picture, wherever you look.
How to be a workload weightlifter
Lawyers are not islands. Teamwork applies to legal processes too. We often
see customers implement approval processes across the entire team, to avoid
one member of the team drowning under approval work, and help with workload
transparency. Many of the legal teams we work with leverage shared inboxes -
or even #contracts Slack channels - to deal with requests.
This technique works well at Juro too, with inputs from whoever is given the
responsibility or has time, as appropriate, to manage incoming requests.
Teamwork is the best way to ensure everyone has an equal responsibility to
manage the legal approval workload.
Finding the right balance
Creating a balanced and optimized workflow that ensures approval is granted
by the correct person, without compromising on speed and efficiency, is tough -
it’s the efficiency sweet spot that every team is looking for. But it’s not impossible
- we’ve seen this work best in situations where legal and business teams come
together, with legal empowering the business to make the right decisions, but
keeping control beyond a certain level of risk.
For example, some Juro users set their approvals at a template basis, but with
supplementary approvals delegated to contract authors and tracked by an audit
trail. This gives freedom to users, but keeps legal in the loop, with a detailed audit
trail if any questions arise.
The risk if you don’t create a frictionless process is that you’re stuck with a
bureaucratic and restrictive process, causing internal relationships to deteriorate,
which can impact the business overall. If approvals become too restrictive, then
commercial colleagues will find a way to circumvent them. But if you find the right
balance of control and enablement, then legal can stop being a blocker, and truly
become a partner for growth.
Sign
Putting pen to paper and signing on the dotted line is what it’s all about. Thankfully,
the pen and the paper are no longer necessary. eSignature lets us take the most pivotal
moment of agreeing terms and digitize it, and dozens of countries around the world have
embraced it. But which ones, and what are the requirements? Does it work on mobile?
And how does a device-agnostic contract workflow really work in practice?
In this section we dig into the specifics of eSigning, and we take a look at a real-life
mobile-enabled contract workflow, by exploring a case study with City Relay, who
managed to accelerate their contracts process by 87%. Read on to find out how.
| The modern contract handbook: Future-proof your contract management
19
The modern contract handbook | Is eSignature globally recognized?
Is eSignature globally recognized?
Josephine Hanschke
is customer success
associate at Juro.
Prior to joining Juro
she was a lawyer at Noerr and
Freshfields Bruckhaus Deringer.
eSignature has widespread adoption in fast-growing businesses,
enabling legal and commercial teams to agree terms without
pen and paper. But what’s the current state of play regarding
recognition of eSigning around the world?
According to P&S Market Research, the e-signature global market will exceed
$9bn by 2023. Despite this growth, there’s still a reluctance in some markets to
fully adopt electronic signing.
Digital-first
The advantages of eSigning are obvious and go far beyond the environmental
benefits that come with cutting back on paper usage. eSignatures are transmitted
instantly, rather than needing to be printed then scanned and couriered or posted.
They can be gathered on a variety of different devices - computers, tablets and
mobile phones, for example. They exist in a digital format that can be encrypted
and stored securely in the cloud or on-premise, rather than in hard copy, vulnerable
to loss, damage or destruction. According to Forbes, “businesses achieve 70 -
80% efficiency improvements after removing manual processes to adopt digital
technologies like electronic signature solutions.”1
For these reasons, eSigning has proliferated across much of the world, and many
regulatory authorities have given it their blessing. At the highest level, eSignature
provides the same legal standing as a handwritten signature as long as it adheres to
the requirements of the specific regulation it was created under. These regulations vary
across the world, from eIDAS (electronic identification, authentication and trust services)
for the EU to the eSIGN Act & UETA framework in the US, amongst many others.
It’s important to note that despite eSignature’s growing popularity, it’s yet to
become standard in every country. Several countries across the Middle East and
Asia don’t currently support eSignature, either due to a reluctance to adopt, or
because they follow a different legal structure that cannot account for the validity
of e-signatures.
eSignature: advanced or qualified?
Various different levels of eSignature exist, and different jurisdictions pitch their
regulatory requirements at different levels.
Advanced eSignature (AES)
At this level of eSignature:
• The signatory can be uniquely identified
• The signatory must have sole control of the key that was used to create an
electronic signature
• The signature itself should be able to identify potentially-tampered data
• If the data has been tampered with, the signature must invalidate itself
1
https://www.forbes.com/forbesinsights/adobe_e-signatures/index.html
“eSigning has
proliferated across
much of the world,
and many regulatory
authorities have given
it their blessing”
| The modern contract handbook: Future-proof your contract management
20
The modern contract handbook | Is eSignature globally recognized?
Businesses can achieve
up to 80% efficiency
improvements after
adopting electronic
signature solutions
Source: Forbes
Qualified Electronic Signature (QES)
The QES has higher requirements introduced by the EU and Switzerland. It’s difficult
to challenge the authorship of a statement signed with QES. Under this standard:
• The signature must be created using a QSCD (Qualified Signature Creation Device)
• Signing issues a qualified certificate, to validate the agreement
eSigning in the EU
eIDAS (electronic identification, authentication and trust services) is the regulation
that sets out the standards for eSigning across the EU. It entered into force in
September 2014. According to eIDAS:
• an advanced electronic signature (AES) shall “not be denied legal effect and
admissibility as evidence in legal proceedings”
• The QES standard is defined as an even higher standard for eSignatures. Article 25
(2) states that a QES carries the same legal value as a handwritten signature.
Electronic signatures can be considered to be in wide use and generally adopted in
Europe. Some jurisdictions still have irregular requirements, but these tend to be the
exception rather than the rule.
eSigning in the US
The two most relevant pieces of legislation regarding eSignature in the US are the
Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform
Electronic Transactions Act (UETA).
ESIGN Act
The ESIGN Act sets out that electronic signatures and records should be accorded
the same legal status as ink signature and paper records. The ESIGN Act applies
to federal law and pre-empts inconsistent state law, unless the state in question
adopted UETA without amendment.
UETA
UETA harmonizes state law with respect to the validity of eSignatures. It has been
adopted by 47 states, with the exceptions being New York, Washington State and
Illinois, who have adopted their own e-signing statutes to recognize eSignatures.
Electronic signatures are widely adopted and valid in the US, as long as certain core
concepts are present, including intent to sign, consent to do business electronically,
association of signature with the record, and record retention.
The rest of the world has a multitude of laws governing eSignature, but the direction
of travel indicates widespread adoption both now and in the future. For more
information on eSignatures and their validity and enforceability around the world,
visit the IACCM’s website at www.iaccm.com.
| The modern contract handbook: Future-proof your contract management
21
The modern contract handbook | Mobile-first contracting: a case study
Mobile-first contracting: a case study
Since 2018, Juro has worked with City Relay to create a mobile-
friendly contract process to enable their rapid growth. This case
study explores how we achieved a seamless workflow between
mobile and desktop platforms.
City Relay is a property management company that uses platforms such as Airbnb
and Booking.com to help people short-let their properties. They free homeowners
from the lengthy process of short-letting their homes by providing services for
property management. City Relay operates across three different locations in
London with over 50 employees.
The challenge: manage contracts
without wasting time
City Relay handles a variety of contracts, from short-let contracts and tenancy
agreements to HR documents. As a result, contracts were increasingly hard to manage
and this had a significant impact on time spent in contract creation and amendment.
“It’s very difficult to make edits when you have a huge variety of contracts, in
different formats, on different platforms,” explains Harriet Taylor, Director of Sales
and Marketing at City Relay. “Our contracts vary depending on length of stay,
commission, location, and other factors, so we needed a solution that was efficient
and collaborative,” she explains. “It took fifteen minutes to generate and send our
contracts with our former platform. We’re growing quickly as a business, so our
HR manager needs to be able to generate contracts much faster than that -
a mobile-friendly platform would be ideal.”
The challenge impacted both HR and sales teams. City Relay had to increase the
speed of the onboarding process, finding a way to balance several daily meetings
with contract requirements. Allowing documents to progress through from creation
to signature, regardless of the device on which they were being viewed, was key.
“We needed to save time, more than anything. And that’s where Juro came in.”
The solution: less time, more contracts
After discussions with Juro’s sales and customer success teams, City Relay adopted
Juro as their contract collaboration platform in 2018, covering both sales and HR.
The immediate reaction from users was “a massive sigh of relief,” says Harriet.
“Juro simplified all our processes. The team were thrilled with the outcome.”
MOBILE-FRIENDLY: “Our sales team can send and sign contracts from their phone
during their walk from one meeting to another! It’s a massive advantage to us that
people can read and sign on their phones - no printing and scanning required.”
CENTRALISED: “We have all our templates in one place, on Juro’s platform, where
we can make amends and send them out in a fraction of the time. We have a quicker
onboarding process now - from 15 minutes down to 2 or 3.”
COLLABORATIVE: “We get a lot of feedback on our contracts so it’s important to
have that flexibility towards a quick and open flow of communication. The comments
feature is excellent in assisting with that and allowing for clear-cut discussion.”
87%
faster contract
creation
72
templates across
2 teams
465
contracts created
in a year
Onboarding time
reduced from
15 minutes
to 2
“It’s a massive
advantage to us that
people can read and
sign on their phones
- no printing and
scanning required”
| The modern contract handbook: Future-proof your contract management
22
The modern contract handbook | Mobile-first contracting: a case study
“With all our
templates in one
place, we can
make amends and
send them out in a
fraction of the time”
The results: time saved, usage doubled
The team enjoy the upgrades to their contract workflow and how easy Juro is to use.
Additionally, the approach towards creating various contracts and negotiation with
hosts is much more dynamic: “the comments facility makes it easier for our hosts,
simplifying the process for them and saving both parties a lot of time,” says Harriet.
Commenting functionality also works on mobile, reducing the barriers for contract
parties to collaborate and ultimately sign.
Integrations are also a popular feature: “we use the Slack integration, so signed
contracts go directly into our sales channel - we can have a mini-celebration every
time we sign a new deal. Everyone knows where we’re at in terms of our success as
a business, which is useful as we grow.”
City Relay has doubled their usage of Juro since the initial purchase, with several
teams now using the software. “The long-lets and B2B teams are both using it, as
contract volume increases. Juro’s customer success team has been incredible in
supporting this expansion.”
City Relay discovered a platform that met all their demands, enhanced their
contract workflows, and made mobile-first contracting a reality: “We saved so
much time - we’d absolutely recommend Juro to anyone looking to ease their
contract processes.”
Juro for sales: get to yes faster
“It makes creating and
managing customer
contracts at scale
an absolute breeze”
Sharief Abdel-Hadi
Sales team, Nested
Get reps closing
Customers typically
close 30% faster with
Juro’s integrated,
intuitive platform.
Effortless set-up
Lightning-fast onboarding
and implementation
means you only need to
focus on closing.
Reliable data
Never lose track with
a 2-way Salesforce
integration so contracts
data is always in sync.
Manage
No more filing cabinets.
Cloud-based contract management systems offer a huge range of features for legal and business
teams to manage their documents: storage and foldering, renewal reminders, heatmaps and
analytics and many more. The huge growth in prominence of legal operations as a discipline
is driving lawyers’ ambitions to become data-driven ever higher. If your contract collaboration
platform lets you retain and surface your data then your ability to learn from contracts and
become more efficient will increase significantly - if you leverage your data the right way.
Similarly, integrating the creation and management of your contracts with the systems of record
that other business functions use is a great way to become both a friend and an enabler to the
business. The time when contract management was a legal silo, devoid of transparency, is over -
read on to find out how to make an integrated, data-driven workflow a reality.
| The modern contract handbook: Future-proof your contract management
24
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
The 7 best contract metrics to
track - and why you need to start
It seems like every legal department has the ambition to be
data-driven. But how do you get started and what should you track?
Contract data can raise something of a chicken-egg conundrum: do you need
technology in place to get the data, or do you need the data to justify getting
the technology? The truth is that you don’t need technology to start tracking at
all. In reality, we mostly still live in a world of manual process. That’s good news:
it means that when it comes to contract data, you’re free to get started any way
you possibly can.
1. The basics: how many contracts, and what kind?
Any lawyer should be able quickly to answer how many contracts they process
in a given period. It’s no longer acceptable for the answer to this question to be
anecdotal, or imprecise, or ‘it depends’. These metrics are the bare minimum, and
there’s no excuse not to have them. It’s a common crutch to say that you don’t have
the data, so you can’t be data-driven. Without this data you can’t answer basic
questions from the business, and that is not a good experience for the business.
Start with a spreadsheet and just do it.
2. Turnaround time
Every legal department at some point faces the perception that they ‘take too long’.
Even if they don’t, there is a high likelihood that the business sees it differently.
Sometimes their complaints are unwarranted and unfair, and at the other end of the
spectrum it can be a real problem that gets escalated to the C-suite.
Tracking turnaround time is the way to dig into this, and identify the problems that
cause friction in your workflow. As soon as you start to track this, it has the potential
to become a negotiation battleground between the business and legal, or even
outside counsel, who may be the ones slowing things down. Turnaround time has
several sub-categories:
i. Response time
One of the most common complaints legal faces is that it’s a black hole into which
business colleagues have no visibility. If someone sends a document to legal for
review, did legal do anything with it? When? Did they even receive it? Tracking
your initial response time is the quickest way to resolve this complaint. A simple
confirmation email acknowledging receipt goes a long way, and a track record
of those acknowledgements being sent in a timely manner will go a long way.
ii. Time to first and final drafts
The time that elapses between a legal team receiving the necessary information
to begin work and the creation of a first draft is a key indicator of efficiency in
legal operations. After this, the time that passes between lawyers receiving
feedback and input from stakeholders, and the arrival of the final draft, is a useful
benchmark. Knowing how quickly work progresses from the very first iteration
to final draft is management information you can’t ignore.
Lucy Bassli is a
former Deputy
General Counsel and
Head of Legal
Operations. She now consults
with corporate legal departments
on contracting operations, spend
management and legal
operations. Her passion is
contracts and bringing
efficiencies into legal. Find out
more at innolegalservices.com.
“Awareness of the
fully loaded contract
cost is a fantastic
tool to help you make
a business case for
additional headcount,
or for using an ALSP
for future similar
transactions”
| The modern contract handbook: Future-proof your contract management
25
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
“In a high-growth
SaaS environment,
tracking deviations
can be crucial - if
reps are deviating
from standard terms
around breach
notifications, that’s
critical information”
3. Cost per transaction
As your legal function becomes more mature, you might start to track cost per
transaction, which is a really interesting number to share with your stakeholders.
This figure is one concrete way that legal can show genuine input to the bottom
line of the company.
Cost per transaction could be based on internal costs: calculating the fully burdened
time of the legal team’s members who were involved in the process, for example.
If you’re outsourcing, then an awareness of the fully loaded cost is a fantastic tool
to help you make a business case for additional headcount, or for using an ALSP for
future similar transactions.
4. Simplicity and readability
We started out this guide with Ken Adams’ take on contract readability, and the
great news is that there are mechanisms in place to measure this. If you’re working
in Word, you can use the Flesch-Kincaid Grade Level to monitor your team’s
improvements in simplifying contracts. If complexity and a lack of readability are
causing contracts to take a long time, then this metric can help you to work out
what needs to change, whether that’s formatting, vocabulary, numbering and lists,
or any other useful technique to make your document more readable.
Smart legal teams also measure the readability differences between their different
lawyers. Some drafters like to linger on every word, whereas some will never use
20 words when 5 will do. Focus on achieving consistent readability across the team
and you’ll drive efficiency in contracts across the department.
5. Dollar value
Some legal teams cater for their specific risk appetites by tracking the dollar
value of a contract and setting thresholds at which legal does and doesn’t need
to be involved. This lets the decision-makers of a legal department make it clear if
business colleagues are flooding legal with contracts that don’t need their input.
This metric can help you to show that a policy needs to exist and be enforced, and
to encourage people to take responsibility. It’s as much about operational capacity
as it is about risk mitigation.
Being able to track the overall value of a contract also allows you to segregate your
contracts into buckets: if in a given month you have ten contracts worth less than
$20k, and three worth more than a million, then how would the business want you to
prioritize them? By understanding your pipeline you can understand and maximize its
value to the business. Of course, value is only one consideration of risk assessment,
and there are many other factors that go into prioritizing legal resources, but it does
serve as a very helpful objective standard for certain types of transactions.
It can be hard to measure value when it comes to contracts that aren’t defined by
empirical data and dollar values. One way to handle this is to tag and categorize
them during intake. That might be a manual task, or you could use a smart inbox
and create rules to help create those workstreams.
6. Obligations
Similarly, whether to make legal responsible for monitoring expiration dates or other
post-execution operations is a philosophical decision for each legal function. If the
legal team wants to take ownership of it, that’s one thing; if the business wants legal
to babysit supplier deadlines, that’s quite another. Making sure the business stays
on top of expirations and terminations could be hugely valuable, but the question is
whether manually looking up dates is a good use of lawyer time or not. Technology
might be able to help with the heavy lifting here.
| The modern contract handbook: Future-proof your contract management
26
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
7. Inside your contracts: deviations
Flagging deviations from your standard terms is always valuable. Getting insight and
metrics from inside the document is labor intensive, but that’s where technology
can play a key role, and there are lots of systems making great progress with their
document review capabilities. In a high-growth SaaS environment, for example,
tracking those deviations can be crucial - if reps are deviating from SLAs, or
standard terms around breach notifications, then that’s critical information to track.
Focus on what’s important to your industry and keep your eye on the top four or
five elements within contracts that you need to monitor. Beyond that, it can quickly
get too big a task to handle. Anyone you ask will want their specific area of concern
tracked. Pick wisely.
---
Tracking and acting on these metrics can make a massive difference not just to a
legal team’s performance, but to the business itself. However, the uncomfortable
truth is that most legal teams are a long way from building that sophisticated
understanding of their data.
Broadly speaking, the market divides into three. In the first group, some legal
departments still think everything’s fine. They’re firm in their belief that they’re
professionals, they know what they’re doing, the nature of their work is hard to
predict and the C-suite will just have to live with it.
In the middle group are the legal professionals who find themselves in that
frustrating place where they know they need to do something, but they’re not
sure where to start. This group, along with those who are starting to explore and
try the basics, is by far the biggest group.
The final group are the early adopters: those departments that are seizing the
initiative, managing the change, and making sure it’s ingrained in the philosophy
and DNA of the attorneys. That might be because they’re innovators and leading
the charge themselves, or it might be because the demand from the business for
actionable insight is high and non-negotiable.
Whatever their motivation, this is the group with the best decision-making ability,
the best understanding of its own efficiency, and the biggest potential to truly add
value to the business as a genuine strategic partner. By starting at the beginning and
building data from the ground up, every legal department can join them - they just
need to start somewhere.
Track with Juro
Juro’s unique, custom-built machine-readable editor means
that all your contract data is preserved and tracked. Unlock the
insights from every stage of your contract workflow with our
comprehensive analytics stack. Track contract volumes, time from
creation to approval and signing, and even export your metadata
to analyze in your system of choice. Get in touch to find out more.
| The modern contract handbook: Future-proof your contract management
27
The modern contract handbook | Why you need to integrate contracts with the business’ systems of record
Why you need to integrate contracts
with the business’ systems of record
It’s a key question for any business trying to make their processes
frictionless: how do you make contracts work seamlessly with your
other key systems?
Legal teams might be the people who ‘own’ contract in the business, but more
often than not there are other key stakeholders in the process: sales, HR, operations,
finance, procurement, to name a few. The question of how to reconcile legal’s key
work product - contracts - with the systems that other teams live in is a question
many of our customers tackle every day. Whether it’s Salesforce for commercial
teams, Greenhouse for hiring, Workday for HR or Sage for finance, contracts need
to find a way to talk to other systems.
There are obvious benefits to integrating contracts with your other systems of record:
• It’s efficient and it saves time;
• It ensures consistent, secure storage of documents; and
• It helps legal teams to showcase the value they can provide, through collaborative
contract management.
Through working with our users to integrate with their systems of record, we’ve learned
about the key benefits of making contract workflow seamless across platforms. Here are
the top five advantages we typically see when contract management is integrated with
other business solutions.
1. Stay comfortable
Your colleagues use their systems of record every day. They know them back to
front. Forcing them to learn a new system, just so they can align with your contract
process, is likely to lead to friction - or worse, discontent. If they find it too
onerous they might go rogue and start creating contracts outside of your preferred
workflow, using the old systems they’ve grown comfortable with. Instead, integrate
your contract process with their systems of record, so creation and signing can be
accomplished within the platform they already trust.
2. End the back-and-forth
Contracts govern your most important business relationships, but they’re not an end
in themselves - they shouldn’t distract from a business team’s main job. For example,
sales teams working in Salesforce want to spend less time worrying about managing
contracts, and more time (perhaps all their time) closing deals. Hiring teams should
spend their time finding the right people to grow the company, without having
to worry about manually managing contracts on the side. An integrated contract
process should let people concentrate their efforts in the right place - not in
document management.
3. Enable transparency
Transparency into contracts is always a concern for businesses of any size,
particularly if the company is scaling and contract volumes are increasing month
Raul Balchin-Qais
is senior account
executive at Juro.
He works with
Juro’s existing and future
customers to help them create
frictionless contract workflows
and enable collaboration
between business teams.
“Forcing colleagues
to learn a new system,
just so they can align
with your contract
process, is likely to
lead to friction - or
worse, discontent”
| The modern contract handbook: Future-proof your contract management
28
The modern contract handbook | Why you need to integrate contracts with the business’ systems of record
on month. By integrating between your systems of record, you can create
transparency through automation. Rather than manually sending documents to
relevant stakeholders at different points in the contract process, let your integrated
systems handle the information sharing for you, with relevant metrics about
documents’ progress being tracked and surfaced in native dashboards.
Don’t leave the proper communication of your contracts at the mercy of human error
- integrate them with other systems of record to make sure the right stakeholders
automatically have access to completed documents as and when they need it.
4. Get that data
Synchronizing data between systems of record is crucial if you’re aiming to be a
genuinely data-driven business. Configuring this properly removes a whole load of
risk from the process, as human error is largely mitigated, and saves you time fixing
issues like duplication and incomplete records.
We see the value in this for our customers, most powerfully when contracts data
live-syncs with Salesforce - once an opportunity’s effective date is updated in
Salesforce, this is reflected automatically in the contract. Again, this minimizes
the risk of human error and keeps legal and commercial teams on the same page.
From discussing with customers, we’ve learned that the best method would be to
synchronize relevant data from different teams - for example, for sales contracts,
linking pricing and quote lines, or employment contracts, linking start dates and
employee details. Don’t leave the accuracy of such key details to chance - let your
systems do the heavy lifting on your data.
5. Use low-maintenance systems
Integrating any two systems together can be time-consuming. Asking IT colleagues
to devote their time to your legal tech stack is seldom easy. The easiest way to
avoid the frustration this can bring is to choose a system that’s adaptable to various
requirements, easy to configure, and easy to maintain. Push your vendors on the
ease of configuration of their platform, and ask for information on the time-to-value
that customers with a similar use-case to you often achieve.
We sometimes see adverts for legal technology systems promising that you’ll see
some value within six months - this doesn’t seem like anything to boast about, given
the growth pressures that many businesses face. Make sure the systems you’re
exploring match your expectations when it comes to implementation timelines.
In a business world increasingly dominated by SaaS products, it’s unavoidable
that contracts will have to integrate with the various platforms that act as systems
of record for different teams. Keep these points front-of-mind as you consider
integrations and you’ll create a smarter, faster, more collaborative contract
workflow for you and your colleagues.
Integrate with Juro
Contracts should live where you do. Whether
you use Juro in legal, sales, HR or operations,
our stack of integrations ensures Juro works
seamlessly with the tools you use every day.
Get in touch to find out more.
API
“Let your integrated
systems handle
the information
sharing - don’t
leave the proper
communication
of your contracts
at the mercy of
human error”
| The modern contract handbook: Future-proof your contract management
29
The modern contract handbook | Post-signature
Post-signature: connected contracts
Getting a contract from first draft to signature is the main focus of
many contract stakeholders. But what happens after you get to yes?
The founder of Clause.io sheds some light on the future of contracts.
Why is it a problem that contracts
are usually static files?
The current management of the contract lifecycle mainly focuses on what happens
pre-signature. That’s a solved problem in many ways, and there are lots of great
tools there - for creation, editing and collaboration, as well as eSignature and
execution - everything up to and including signature.
The problem is that all of that process is aimed towards creating a static record of
an agreement at a particular point in time. The obvious analogy is a stopped watch,
but that’s at least accurate occasionally. With a static file the future will almost
always diverge from that record reflecting that particular moment in time.
What we’re trying to do at Clause is to enable you, at least in part, to be able to
add in Smart Clause® templates to your agreement that respond to external events
and can give you a degree of ‘statefulness’. By that I mean we can see what impact
events have had on the current state of the agreement.
So, for example, if a penalty is due based on the price of a commodity that has since
changed, we don’t have to calculate that penalty manually based on a PDF. If you
take a templated sales agreement as an example, that typically has a provision with
stipulated dates by which certain actions have to take place and penalties, whether
that’s in the form of compounded percentages, prices amounts, and so on. We can
connect that data up to an external API - for example, Royal Mail or Fedex - to draw
that data into the document and make it up-to-date.
The IACCM in 2012 released research finding that the average basic sales document,
without much lawyer time being involved, costs around $7000 to manage, and most
of that is process. That has to change.
There are three principal technologies that are relevant:
1. The “API economy” - organizations increasingly have public APIs, to which
contracts or contracting systems can be connected.
2. The explosion of IoT devices that allow us to get data from the physical world;
for example, temperature and humidity data, which can be relevant for supply
agreements. Perishable commodities are a relevant use case there - so if certain
pharmaceutical products are required by regulations to be held in certain
conditions regarding temperature and humidity, then contracts can be updated
based on that incoming data; and
3. Blockchain and cryptocurrency, which may change the nature of financial transactions.
Peter Hunn is the
founder of Clause.io,
a connected
contracting
platform that aims to enable
‘smart contracts’ through the
use of various technologies.
“IACCM research
found that the
average basic sales
document, without
much lawyer time
being involved, costs
around $7000 to
manage, and most
of that is process”
| The modern contract handbook: Future-proof your contract management
30
The modern contract handbook | Post-signature
What are the barriers to widespread adoption
of smart or ‘connected’ contracts?
There are two main types of barrier. The first is the education piece: getting people
to understand what this technology can do. If we take lawyers as cohort, they may
not be immediately aware of why this technology is useful to the ultimate end-user,
from a contract management an administration perspective. They’re not necessarily
the direct target of this technology.
The issue is that lawyers aren’t really the end user of contracts; they’re using
technology to serve clients’ purposes, not their own. They care about connectivity
where it improves their service offering, whether that be in new services for their
clients such as administering and reviewing stateful agreements or where connected
contracts are a necessity, such as in the digital assets space. It’ll take some time to
educate everyone sufficiently.
Secondly, once you’ve got past the educational hurdle, there are the practical barriers.
Once you’ve explained that it’s something that can add value, either to a lawyer or a
corporate, the next step is the practical one - how do I actually implement this?
The impediment there is that although today we have tools that can make contract
management easy, or at least easier, then adding a layer of machine-readable logic
into a natural language entity (the contract) represents another layer of complexity.
And it’s in the domain of the developer community, rather than for lawyers to solve -
creating that overlap, and making it seamless (through what’s commonly called legal
engineering) is important - fostering the growth of legal engineering as an industry
will be crucial for success.
Making it easy to add executable logic into agreements and demonstrating that there
are huge backend benefits to the frontend ‘cost’ is critical. We think we are firmly on
that path. These barriers will fall away -- connected contracts are an inevitability.
Visit Clause to find out more.
“The issue is that
lawyers aren’t
really the end
user of contracts;
they’re using
technology to serve
clients’ purposes,
not their own”
| The modern contract handbook: Future-proof your contract management
31
The modern contract handbook | Conclusions
If you’d like to learn more about how Juro helps to make contracts faster, smarter and
more human, contact us at hello@juro.com or follow us at blog.juro.com and @GetJuro.
LEARN
MORE
ENJOYED THIS GUIDE?
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Conclusions
Richard Mabey
is the CEO and
co-founder
of Juro.
Technology can’t solve bad drafting. That much is beyond doubt, and I’m grateful
to have Ken Adams - perhaps the world’s leading authority on the building blocks
of contract language - in this guide, to emphasize the importance of getting the
fundamentals right.
However, it’s also true that there is a lot of contract pain that technology can solve
- as long as that technology is deployed smartly, collaboratively, and in response
to a well-understood problem that needs to be solved. Contract workflow and
contract management affect teams across the business, in almost every business
imaginable, and yet research consistently shows us that people are dissatisfied with
that process. The IACCM puts the figure of disgruntled contract users at 83%. We
can and must do better.
Removing friction and creating a contract workflow - from end-to-end - that works
for everyone is not just possible, but essential. When we create contracts, let’s not
reinvent the wheel each time: use plain language Q&A flows to guide users through
to watertight templates. Follow legal design principles to make your documents
accessible to your audience. And if securing a signature quickly is the goal, then
don’t bury your key points in the middle of the document - surface them in a key
details table to make things move faster.
When it’s time to collaborate, don’t waste time jumping between systems that are
unwilling and unable to allow data to flow between them. If you can, make contracts
machine-readable from the get-go, meaning you can collaborate more easily and
learn while you do so. If your contracts need to navigate stakeholder approvals,
map out a process that keeps legal in control, but empowers business users to
move quickly too. Integrate with the business’ systems of record wherever you can.
When terms are agreed, don’t put pen to paper - eSignature was invented (and
widely adopted) for a reason. Put finger to touchscreen and sign on the move, and
find the kind of efficiencies and time savings that City Relay did when they created a
frictionless workflow with Juro. And when your focus turns to contract management,
make sure you’re capturing enough data to make smarter decisions, unblock those
bottlenecks, and perhaps enable a future where contracts become connected.
Ultimately, we need to remember that contracts are agreed at the happiest points
in the life of a business: closing a deal, hiring an employee, agreeing a partnership.
Dissatisfied contract users should be the exception, not the rule. I hope our insights,
and those of our contributors, into each stage of the contract lifecycle (and beyond)
can go some way towards helping to make contracts the start of something great -
instead of the end of something painful.
“Removing friction
and creating a
contract workflow -
from end-to-end - that
works for everyone
is not just possible,
but essential”
Juro is a contract collaboration platform. Juro helps high-growth
businesses like Deliveroo, Reach plc and Skyscanner to save up to
96% of time on contracts and generate AI-enabled insights. Juro
is backed by Point Nine Capital, Seedcamp and the founders of
Transferwise, Indeed and Gumtree.
1
Modern contract management |
What’s inside?
Introduction
3
Richard Mabey, CEO, Juro
Tech can’t solve bad drafting: six lessons from Ken Adams
4
Ken Adams, Author, A Manual of Style for Contract Drafting
In a nutshell: what is contract management software?
6
Its function, users and key terms
Create
7
Legal design: the experts speak
8
Featuring Margaret Hagan, Helena Haapio, Stefania Passera, Marie Potel-Saville
and Lieke Beelen
Designing for yes: how to create contracts people want to sign
10
Verity White, Legal counsel, Telstra
Collaborate
13
How to capture and use contract collaboration data
14
Pavel Kovalevich, Chief Product Officer, Juro
Approvals: how legal can reduce friction (but keep control)
16
Alex McPhie, Director of Customer Success, Juro
Sign
18
eSigning: the global state of play
19
Josephine Hanschke, Customer Success Associate, Juro
Mobile-first contracting: a case study
21
Juro and City Relay
Manage
23
The 7 best contract metrics to track – and why you need to start
24
Lucy Endel Bassli, Founder & Principal, InnoLegal Consulting
Why you need to integrate contracts with the business’
systems of record
27
Raul Balchin-Qais, Senior Account Executive, Juro
Post-signature
Connected contracts
29
Peter Hunn, Founder, Clause.io
Conclusions
31
Richard Mabey, CEO, Juro
© Juro Online Limited 2019. All rights reserved.
The views expressed in this guide are the contributors’ own and not those of Juro.
| The modern contract handbook: Future-proof your contract management
3
The modern contract handbook | Introduction
Contracts are pretty simple. Or, at least, they should be. Two or more parties get
together to assign some rights and obligations. They agree, and then they have to
abide by that agreement. If something goes wrong, everyone can look back at the
contract to find out what they promised.
The process used to involve little more than people, pens, pencils and some paper.
In the thousands of years that contracts have formed the basis of all commerce and
business, some things have hardly changed at all, but some have changed radically.
The complexity of contracts has increased - digital licensing agreements across
multiple streaming platforms, for example, or complex financial derivatives
contracts, present a real challenge to drafters.
Similarly, the volume and frequency of contracts is unrecognizable. A high-growth
technology business growing at multiples annually might go from managing ten
contracts a month to several thousand.
Contract process, badly managed, can quickly become a significant roadblock -
the statistics illustrated below, from the IACCM, tell their own story.
Like almost every other business process, making the move to
digital technology, rather than a paper-and-pen approach, is
transformative when it comes to efficiency, speed and cost.
Despite these advances, there’s still much confusion about what contract
management really means today, what it can do (and what it can’t), and how each
phase of the contract lifecycle has been affected by the move to a data-driven world.
That’s why we wrote this guide: together with a range of expert authors,
we have broken down the contract lifecycle into its constituent stages and taken
a look under the hood to find out what the process actually means today - and
how it can be improved. And of course, before you even think about process, make
sure you’re adhering to Ken Adams’ principles and getting the fundamental building
blocks right. It’s a privilege to be able to share Ken’s insights in this guide.
As always, I’m immensely grateful to all our contributors for their time and insights,
and I hope you enjoy reading this guide as much as we enjoyed putting it together.
Richard Mabey
is the CEO and
co-founder of
Juro. Previously,
he was a Corporate and M&A
lawyer at Freshfields Bruckhaus
Deringer and worked with
LegalZoom.
Contracts are changing.
| The modern contract handbook: Future-proof your contract management
4
The modern contract handbook | Tech can’t solve bad drafting: six lessons from Ken Adams
All the innovative new software in the world is useless to you if the
fundamentals of your contract drafting aren’t in place. These six
lessons can set you on the right track.
1. The legal industry has a problem.
Contract language remains a huge problem - the overwhelming majority of
contracts are built with blocks that don’t make sense. The ubiquity of copy and
paste for generations has meant there’s a disconnect between what people think
is in contracts, and what’s actually in them. I see a lot of cluelessness out there as a
byproduct of the copy/paste machine.
People rely on boilerplate, but there are a lot of misconceptions built into that. I
like to think that my work has helped draw attention to an alternative, clearer, more
modern kind of drafting, and the reaction has been enthusiastic enough to suggest
that there is a demand for it.
We have a good idea of what clearer, more functional drafting looks like. But we
need to make it accessible - it’s not realistic to tell people that we’ve given them
guidelines and they have to get on with building everything new themselves. We
need to work on bridging the gap to give people greater access to better contract
drafting. They will have a hard time achieving it without help.
2. The most common mistakes persist.
The traditional prose of contracts is dysfunctional. A Manual of Style for Contract
Drafting contains 600 pages covering all sorts of issues, some of them big, some
smaller. But the net cumulative effect of addressing all the sources of dysfunctional
prose has a big impact. Common issues include:
• Working with defined terms
• Eliminating redundancy
• Using long strings of words, instead of what you need to accomplish your goals
• Inappropriate verb structures, exemplified by the overuse of the word ‘shall’
There are many more, including archaic practices like putting words and phrases
in all caps, and the ludicrous outdated vocabulary that stubbornly lives on. And
ambiguity manifests in many different ways in a contract, leading to confusion,
which leads to fights and litigation.
The starting point to begin to change this is realising that something doesn’t make
sense. What you do next depends on the context and what role you’re playing. If
it’s your draft, you can fix everything. If it’s the other side’s draft, you focus on what
might create confusion and what doesn’t reflect the deal as you understand it.
Tech can’t solve bad drafting:
six lessons from Ken Adams
“The ubiquity of
copy and paste for
generations has meant
there’s a disconnect
between what people
think is in contracts,
and what’s actually
in them”
Ken Adams is a
writer and speaker
on contract drafting.
As the author of
A Manual of Style for Contract
Drafting, he’s the leading
authority on the building
blocks of contract language.
| The modern contract handbook: Future-proof your contract management
5
3. Contracts need brevity.
Whatever you need to say, say it as clearly and concisely as you can. You might think
that some small glitch can’t cause a problem, that it would be pedantic to insist on
fixing it, but I regularly encounter instances where, because of the circumstances,
small glitches can end up throwing a spanner in the works.
4. We must break the copy/paste machine.
Everyone who starts in the legal profession starts with a blank slate. They’re then
indoctrinated: people will do what they have to do to please their bosses. Traditionally
this has meant that you draft contracts by copy-and-pasting, and what is dysfunctional
soon looks normal to you. You’ve been co-opted into a dysfunctional system.
That process is still the norm, but I like to think there’s a growing constituency
that is aware of better alternatives. Spreading the word is a big part of what I do.
Whether that’s individual by individual, or law firm by law firm, change comes one
decision at a time. Becoming conscious of the current dysfunction is a good first
step - that allows you to take the next step, the more challenging step, of breaking
from the herd and doing something about the dysfunction.
5. We must fix the language to fix the process.
I got into the language side of things because I thought contract drafting should be
a commodity process, but that can’t happen without clear and consistent prose we
can rely on. Otherwise, we’d just be automating dysfunction.
We need automation as an alternative to copy-and-pasting. It’s not realistic to
expect everyone to dutifully rehabilitate contract language on their own. Automation
offers us a way to scale up optimal language and optimal substance. But automation
will require that we put contract drafting in the hands of contract-drafting
specialists, leaving everyone else to focus on doing the deal. Language and process
are linked together - rehabilitating the process will help fix contract content.
6. New to drafting? Live by these two principles:
1. Don’t trust anything. Don’t assume that just because language came from some
prestigious law firm that it will make sense, because everyone is riding the copy-
paste train. I’ve routinely dismantled contract language from impeccable sources.
That’s the bad news.
2. Anyone can take command of contract language. That’s the good news. You
don’t have to be a lawyer to do this - in fact, there’s very little that’s purely legal
about contracts. With a bit of study and some semantic acuity, anyone who
does deals can be an informed consumer of contract language. I’d like to see
responsibility for contract language being a function of your competence instead
of whether you’re a lawyer.
My book isn’t for the faint-hearted, but if you deal with contracts it’s a good
entryway into learning contract language. You can have greater control of language
than people with great credentials who are just riding the copy-and-paste train.
The first step to gaining control is to understand the building blocks of contract
language. After that, you have a whole other challenge—understanding what to say
in your contracts, as opposed to how to say it clearly and effectively. But take one
step at a time!
Learn more at adamsdrafting.com. The 4th edition of A Manual of Style for Contract
Drafting is available here.
“Ambiguity manifests in
many different ways in
a contract, leading to
confusion, which leads
to fights and litigation”
The modern contract handbook | Tech can’t solve bad drafting: six lessons from Ken Adams
| The modern contract handbook: Future-proof your contract management
6
The modern contract handbook | In a nutshell: what is contract management software?
In a nutshell: what is contract
management software?
Contract management software is used to manage the creation, negotiation,
amendment, signature and data analysis of legal contracts. It allows companies and
people to create, collaborate on and manage contracts faster and more efficiently,
while reducing risk.
Who uses it?
Legal teams
Contracts and lawyers are the best of friends. Law firms and in-house legal teams use
contract management software to generate and manage documents on a daily basis.
HR teams
The human resources departments of large companies produce a high volume of
documents related to the hiring of employees and contractors, often relying on
lawyer-approved templates. HR teams typically want their solution to integrate
with the systems they use every day, like Greenhouse and Workday.
Sales teams
Salespeople hate anything that gets in the way of closing deals, so they’ll often use
a contract management solution to generate contracts quickly, rather than having
to ask legal to create contracts for them. Sales users prefer solutions that integrate
with the software they work in every day, like Salesforce.
Procurement teams
Company procurement functions typically manage large volumes of vendor
contracts. This involves tasks like the processing of supplier terms, seeking approval
from other business teams, and - once documents are signed - keeping tracking
of their renewal dates.
Finance teams
Finance teams typically need visibility into contracts to reconcile them with billing,
as well as to generate accurate revenue expectations for their business. Contract
management software can facilitate this kind of transparency.
What does it do?
Modern contract management software manages each stage of the contract lifecycle.
Collaborate
Create
Manage
Sign
Read on to explore each stage of the lifecycle in-depth.
JARGON BUSTER
Contract lifecycle: The entire
period for which a contract
is relevant. For example, if a
contract covers a two-year
subscription, then when
this date arrives and the
contract is no longer in force,
it has reached the end of its
lifecycle. You can use alerts
and reminders to manage
renewals and avoid missing
key dates.
eSignature: the ability to
sign a contract digitally,
on a computer, tablet or
smartphone.
Integration: the ability of
contract software to work
in conjunction with other
software. For example, a
salesperson might use an
integration to create a contract
directly in Salesforce, which
integrates with the contract
management platform.
Negotiation: different parties
to the contract suggesting
and accepting changes to
the document in real time.
Traditionally this would be done
offline, which risks data loss.
Redlines: the process through
which changes are made to a
legal document, in a way that’s
visible to subsequent users.
Template: users of contract
management software often
create templates for the most
common documents they
need to create/automate.
Versioning: the ability to
look at previous versions of a
contract before it was agreed.
Create
Long gone are the days when your only option to create a contract was to ask a lawyer to do it
for you. In today’s fast-paced business environment, both emerging high-growth businesses and
large enterprises might find themselves generating thousands of new contracts a month.
Visual and informational design have increasingly made contracts a proving ground for innovative
ideas, as part of an industry-wide recognition that legal design can help to make legal processes
and documents more human for everyone. Ask yourself: when you create contracts, are you
doing so with a focus on the actual end-user of the contract? Or are you perpetuating a world
where contracts are exclusively by and for lawyers?
In this section: we catch up with five of legal design’s most inspiring thinkers to hear their takes
on how to create contracts that actually work for real people. Then we specifically focus on how
to structure your documents to make it more likely that you’ll actually secure a signature.
| The modern contract handbook: Future-proof your contract management
8
The modern contract handbook | Legal design: the experts speak
Legal design: the experts speak
The popularity of legal design has increased significantly in recent
years, with stakeholders across a range of industries waking up to
the important of putting end-users first. We caught up with some of
legal design’s leading lights to find out more.
“Contracts are first and foremost for clients. Users who aren’t lawyers should be
the main concern when drafting a contract. From their perspective, what’s a
contract for? It’s for securing the business objectives and performance that the
parties expect. The templates, style guides and preferences that transactional
lawyers use to make their job easier are really useful for those lawyers; but who
cares about the lawyers?
Clients are the reason contracts exist, not lawyers. But behind those clients,
there are stakeholders from finance, HR, project management and operations
management. There are technical, financial and implementation concerns to
consider, as well as legal. The legal team is a key piece of the transactional puzzle
but it’s just one piece - alongside the boilerplate documents, language and
templates, there’s deal-specific information and considerations that come from
the business, with managers and engineers assigning and designing roles.
Business users want usable contracts that achieve the maximum operational
efficiency, with reasonable risk allocation, at an acceptable cost. They need to
know what the contract requires them to do, where, and when. Your lawyers’ eyes
might see a contract as legally perfect, built on such nuanced and sophisticated
language as to be a work of art; but if the business users are bamboozled by dense
jargon and complexity, the contract is failing in its primary duty.”
“Most legal documents out there don’t engage users, and don’t communicate
why they should care about the information they contain, nor how they can use
that information to their advantage. In B2B contracts there’s been a growing
demand for this kind of redesign, as it is in the interest of the parties to avoid
disputes and collaborate more easily.
Lawyers feel their duty is to limit the risk for the customers, and there’s an implicit
assumption that simply adding more words to these documents will lead to the desired
behaviour. But just having words dumped there doesn’t ensure compliant behaviour.
We need to reach a point where the burden isn’t all on the readers, who are just
made to read lengthy documents because they have to. As citizens, consumers
and professionals, people simply don’t have the time to engage.
Digital media allows us to use layered information, visual interfaces, and other
formats that make a lot of sense when you’re communicating digitally. We need
to adapt to the medium and to users’ expectations, and not be anachronistic -
by failing to do so, we don’t take advantage of the expressive opportunities
offered by new media.”
Margaret Hagan is
the Director of the
Legal Design Lab at
Stanford University
and a lecturer at Stanford
Institute of Design.
Helena Haapio is a
contract coach with
Lexpert Ltd and a
member of the
advisory council of the IACCM.
Stefania Passera is
an information
designer specializing
in contract design
and legal design, helping private
and public organizations make
their contracts and documents
user-friendly, clear, and effective.
| The modern contract handbook: Future-proof your contract management
9
“Complex contracts that are hard to negotiate are an area that is ripe for legal
design. The difficulty with such documents is the technical detail buried in
them, which often induces lengthy negotiations. Worse, the terms often go
unimplemented once the contract is signed because the business people simply
do not understand it.
Instead, take a design approach to help you structure the contract according to
the needs of the user, rather than just following the order of the legislation. Make
sure you ask and answer the question ‘how do we want this contract to “live” -
i.e. be implemented’, rather than only focusing on termination or litigation.”
“Businesses are more and more aware of how beneficial it is if your employees are
happy - productivity and success usually follow in the end. If you create contracts
that are easier to understand and bring the company values in dealing with
employees through in those contracts, this can be a catalyst to driving business
growth, economic growth, and employee happiness.
To make your contracts accessible, avoid dense text, bad structure and layout and
small fonts. Make sure there’s differentiation between titles and paragraph, and
enough white space. Summarize the complex parts in infographics, or even using
navigation; and as far as the language itself goes, avoid using too much legalese.
The use of visual contracts is related to proactive and preventive lawyering, which is
centred around collaboration; that’s different from the typical approach of drafting
defensibly, caveating hugely and protecting risk. It’s a shift in mindset that is hard
to achieve, but really valuable commercially, because it builds open communication,
trust and collaboration, which is essential to innovation and success.”
Find out more about legal design at blog.juro.com.
Create with Juro
Juro lets you use a Q&A flow to create contracts. Users answer a
series of questions relating to the particular template, which then
populate the contract with relevant information, like names of
parties, dates, signatories, and so on.
This enables business teams to self-serve, as the legal team can
define the Q&A’s parameters at a template level. This means that
if a user wants to create (for example) a standard NDA or sales
contract, they can use the Q&A to self-serve the document in
seconds, safe in the knowledge that the contract’s framework is
watertight as per the legal team’s stipulations.
The modern contract handbook | Legal design: the experts speak
Marie Potel-Saville
is the founder and
CEO of Amurabi, an
innovation by
design agency, that makes law
accessible, actionable and
engaging. Marie believes in
human-centric innovation, and
aims at systemic change. She
also leverages legal design to
enhance access to justice
through pro bono projects.
Lieke Beelen is the
founder of Visual
Contracts, a platform
for lawyers and
designers to learn and apply legal
design thinking with the aim of
improving access to justice in
a more human-friendly way.
| The modern contract handbook: Future-proof your contract management
10
The modern contract handbook | Designing for yes: how to create contracts people want to sign
Designing for yes: how to create
contracts people want to sign
Verity White is a
Legal Counsel and
automation coach at
Telstra, Australia’s
largest telecoms and tech
company, where her work
simplifying contracts has saved
hundreds of hours of lawyer
time. One recent contract
design project was a finalist in
the Legal category of the 2019
Clear Communication Awards.
Follow Verity at Checklist Legal.
If contracts are the lifeblood of commerce, then it’s important
to keep things flowing quickly - so what can you do to create
contracts that people will be happy to sign?
There are two main factors in contracts that create friction and get in the way of
a faster signature. These are:
1. People having to re-read things that aren’t clear; and
2. People struggling to find what they need.
Working together, these are a terrible combination - if you can’t get through a
document and understand it the first time you read it, or the second time, it creates
bad feeling and slows down the process. That’s annoying with any document, but
with a contract it’s especially painful because both parties are absolutely committed
to getting the right result. This friction is a problem for lawyer and non-lawyer alike -
if a lawyer struggles to find or explain the key terms to a client, it creates bad feeling
and likely slows down the process. Fortunately, there are proven steps you can take
to remove that friction and make a signature more likely.
Processing fluency
Assuming that what the contract is selling is good, and there’s someone who
wants to buy, the first thing to focus on is simply to make things seem easy.
‘Processing fluency’ is a concept in cognitive neuroscience and psychology
whereby if something seems easy to process, people are more likely to think it’s
true. In contracts this is an important principle to follow if you’re hoping for a
signature - if you have a contract that’s set out to be easy to understand, then
people will feel higher levels of trust, and be more willing to engage both with
the document and the party that gave it to them.
There are lots of elements that go into improving processing fluency. Lots of
organisations are focusing on a better user experience with legal documents by
creating guides to their contracts, which is a great step forward; but wouldn’t it
be great if the contract itself performed that function? Try to structure the contract
so it makes sense and take advantage of that ‘processing fluency’ factor to make it
easier for users to navigate through and ultimately agree to the contract’s terms.
Create a strategy for points you’ll concede
If your aim is to have the shortest possible cycle from draft through to signature, then
you need to regularly examine the history of negotiation for that template or contract
type. If there are terms that you’re happy to concede on most of the time, then why
not soften those terms as a matter of course to increase the speed of signing?
One problem that holds back legal teams in this area is that often there exists no
overarching strategy around these points, which is an obvious project for a business
to pursue to remove friction. Align with colleagues on the concession levers that
strategically you’re comfortable pulling, and you’ll have an easier time getting
contracts from draft through to signature quickly.
“If there are terms
that you’re happy to
concede on most of the
time, why not soften
those terms as a matter
of course to increase
the speed of signing?”
| The modern contract handbook: Future-proof your contract management
11
The modern contract handbook | Designing for yes: how to create contracts people want to sign
“Don’t leave it up
to counterparties
to hunt through
the document for
information that
you know is
important to them”
Use a ‘key details’ table
As a junior lawyer working on documents, I often noticed that much of the really
important information that changes between contracts would be buried somewhere
in the text. I’d have to take a deep dive into the contract to find it and ultimately
change it, hunting through the whole document to find the 20% of elements that
are used 80% of the time.
If, instead, you can put that important content in a key details table and easily show
it to your client or customer up front, it makes things much easier to implement
down the track. The key details table is great from a speed perspective, as it helps
you to make faster decisions. Another key benefit is that as we move to increase our
use of automation and machine learning, documents with these clear and defined
data structures are faster for computers to learn from. The easier it is to teach the
algorithms, the faster we can get the benefits of having done so.
The golden rule: the ‘reverse-sandwich’
You can see this in action frequently in agreements that sell products. In such an
agreement you might have an exclusivity arrangement - one of the most crucial
clauses in the contract - but so often it’s buried in the middle of the agreement.
That might be the critical piece of information as to whether a party signs quickly
or doesn’t, but to get to it you have to wade through paragraphs of filler and
low-value content.
Instead, pull it to the front of the document, right at the top, and make it quite clear
that it’s a yes/no element. Don’t leave it up to counterparties to hunt through the
document for information that you know is important to them. Don’t make it hard for
a paralegal, or a machine learning algorithm, to find it.
This is where the ‘reverse sandwich’ concept comes in. A sandwich has all its good
stuff in the middle - the tasty bits that everyone wants, the things that make it
different from other sandwiches - but it’s all hidden by bread. Often, contracts are
the same. Instead, put the important stuff at the beginning or at the end and put the
filler in the middle - the ‘reverse sandwich.’ That’s my golden rule - if something’s
really important, put it at the beginning, or in a schedule at the end. Don’t bury the
best bits between bread.
Remember your audience
Lawyers can sometimes forget that they’re often clients too. We encounter
contracts as consumers, and they can be incomprehensible: for example, house
sale contracts are extremely complex and the opposite of user-friendly. Those
documents are intimidating, with so much money on the line, and they’re hard to
understand. Lawyers must keep in mind that to many people, legal documents are
scary, and they don’t need to be. If you’ve passed the bar then you’re prepared,
and paid, to deal with that - but it’s a mistake to expect everyone else to be able
to read contracts in the same way. Normal people don’t look at a long, complicated
contract and treat it like a bedtime story. Intimidating contracts will just take longer
to get to yes.
If we think of contracts instead as task-based, there to do a job - whether that’s
managing relationships, facilitating a sale, and so on - that makes us think about
contracts in a different way. Write for your audience: if it’s a legal audience that’s
fine but if they’re not, you’ll need to take a different approach. Focus on the purpose
of the contract, whether that’s a transaction, protecting IP, or whatever it might be,
and work from there to make it as easy as possible for both parties to secure the
outcome they need.
| The modern contract handbook: Future-proof your contract management
12
The modern contract handbook | Designing for yes: how to create contracts people want to sign
Don’t automate an inefficient process
If you don’t do the hard work in making your contracts simple and frictionless, then
when you automate them you’ll simply automate and scale an inefficient process,
making a small problem much bigger. Automation undoubtedly offers huge benefits
in time-saving, user experience and collaboration, but it’s a mistake to jump in
before your contracts are the best they can be.
Before you start automating, do some benchmarking. Compare your agreements
to others and get the basics right around plain language and readability. These
factors will speed up your contract lifecycle and negotiation time at the base level,
so when you automate, you can be sure that the efficiencies you found scale too.
Automation isn’t just a tool to cut costs and put pressure on headcounts: instead we
should focus on how it can enrich the contracting process and improve customer
experience, which will ultimately lead to parties getting to signature faster.
Ask more of your counsel
The final lever you can pull in order to make faster signatures more likely is to
challenge your colleagues and providers to do the same. Have your internal
collaborators refreshed their agreements lately? Could they put their most recent
learnings about deviations from standard terms into practice? Similarly, if an outside
firm handles your most important documents, when was the last time they created
more value for you? Redesigning contracts is an intellectual challenge that good
lawyers should be excited to engage with - grappling with this issue can have a
positive commercial impact for everything, if you focus on designing to get to yes.
Collaborate
There are any number of reasons why a contract might need several people to work on it. It
might be a complicated set of terms and conditions that needs an experienced lawyer to craft
the wording of a high-value clause. Or it might be a contract that affects several parts of a
business: a technology supplier agreement, for example, could touch IT, legal, procurement
and compliance. Those teams and individuals might be in different offices, or different countries,
making it difficult to get them all in the same room.
The next level of collaboration is external. Lawyers used to mark up pieces of paper with red
pencils to negotiate contracts; nowadays ‘redlining’ can happen in real time on collaborative
documents within your contract management platform. Doing this in-browser is much more
efficient and faster than repeatedly editing, printing, scanning and couriering documents around
town ad nauseam. Modern businesses require a genuine contract collaboration platform that
everyone can use.
In this section, we focus on two core aspects of contract collaboration: preserving data
throughout the contract negotiation process, and using approval workflows to get documents
to signature faster.
| The modern contract handbook: Future-proof your contract management
14
The modern contract handbook | How to capture and use contract collaboration data
How to capture and use
contract collaboration data
Pavel Kovalevich
is the CPO and
co-founder of
Juro. His previous
experiences include software
engineering, technology strategy
and entrepreneurship.
Every stage of the contract lifecycle creates data. And at every
stage, traditional contract processes lose, mislabel and discard
that data. Fixing this could transform legal process forever.
The default currency for contracts, with almost 100% market penetration, is a
product that was never designed for legal documentation: Microsoft Word. People
create drafts in Word, often by copying and pasting parts from old documents, and
then make tracked changes, bouncing around between different versions via email.
At some point, everyone’s happy and the document becomes a PDF.
This PDF jumps into various email chains until it’s printed, signed and scanned, or
perhaps signed electronically with a tool like DocuSign. It’s then saved on a shared
or personal drive, where it sits pretty much forever.
There are lots of problems with this process: it’s hard to collaborate, it’s inefficient,
it takes a long time and version control is difficult. But a key problem, that only
increases as time goes on, is data loss.
In the process described above, almost none of the data on contract collaboration
is retained:
• If suggestions are made over email about edits, that data doesn’t make it to Word
• If edits are tracked as changes in Word, that data doesn’t make it to PDF
• Time-to-signing data and new version data doesn’t make it to the shared drive
Generating all this collaboration data, only to discard it throughout the process, is
a huge waste of lawyer time and expertise. The main reason why so much data is
lost throughout this traditional workflow is that the data generated in static Word
and PDF files is unstructured. Key fields like dates and signatories aren’t tagged
with metadata, so when the document passes to a new system, that system can’t
differentiate between important and less important information.
This makes it almost impossible to have a genuine audit trail of a legal document’s
journey from inception to agreement. Who made which edits, when, why, and how - all
of this is either never captured or lost along the way. Without data to identify problem
clauses and negotiation bottlenecks, they are almost certain to reappear next time.
Machine-readable contracts
There exist excellent AI contract review products out there that can structure your
unstructured data. They can ‘read’ old contracts and offer some level of automated
tagging, bringing structure to the collaboration data that’s been mismanaged.
However, data that was lost is not recoverable; and more than this, if your problem
is that collaboration data is unstructured, then creating more unstructured data and
buying a solution to structure it for you is an odd way to solve it.
The most obvious way to capture and retain collaboration data at all stages of the
lifecycle is to stop creating unstructured data, and instead use a machine-readable
editor to create your contracts. When the document receives approvals, or is
amended internally, or viewed and negotiated externally, the metadata that captures
all these changes, stakeholders and events is created and stored.
If the platform in question also offers signing and contract management, then there’s
no need to move the contract to Word, PDF or email. However, if the contract was
“The most obvious
way to capture and
retain collaboration
data is to stop creating
unstructured data, and
instead use a machine-
readable editor to
create your contracts”
| The modern contract handbook: Future-proof your contract management
15
created from structured data, then users have that option, because the document is
rich enough in insight to carry useful data from system to system.
The impact for your bottom line
There are two immediate advantages to your business of this approach:
1. Analytics
With negotiation data preserved and captured, you can get real-time insights
on your contract workflow’s efficiency. Which templates typically lead to the
longest contract lifecycle? Which clauses usually block signing? Which business
colleagues make the most edits? How do approval rates change over time?
Analytics will enable you to answer these questions, not only to improve your
processes, but to be accountable to your colleagues in other teams.
2. Search
Search might seem like an unsexy feature, but a powerful search mechanism
can have a huge impact when it comes to response times and efficiency. If your
contract data is properly structured, users can search for documents via team
members, dates, company names, clause titles - even using free text queries.
Without structured data, your ability to search contracts will begin and end
with the file name and the modified/created dates.
These factors can both have an impact on your bottom line: more efficient
collaboration is likely to lead to faster results, better alignment from stakeholders,
and transparency across the business into legal’s workload. It also creates a
feedback loop that will make your team, and your systems (if they incorporate
machine learning), smarter. The more contracts data you can collect, analyse and
action, the better your ability will be to make decisions about deviations from
standard terms, negotiation positions, and so on.
The business world as a whole is aware of the benefits of retaining structured data,
and a shift is underway towards dynamic documentation, created in-browser, often
collaboratively. This is what Google Docs has looked to solve in relation to Microsoft
Word, and next-generation providers like Notion and Coda are taking other legacy
document formats like Excel and making them collaborative and data-rich too. Legal
is a long way behind the curve, and running out of excuses as to why that’s the case.
By embracing contracts data now, you could be future-proofing your legal team for
decades to come.
“Without structured
data, your ability to
search contracts will
begin and end with
the file name and the
modified/created dates”
Collaborate with Juro
Juro’s machine-readable editor was custom-built from the ground
up for contracts. Its canonical document model represents any
codified business relationship (a contract) in three layers:
1. The visual representation layer
2. The data layer
3. The logic layer
Using Juro’s editor, built for JavaScript Object Notation (JSON),
you can create contracts as structured data that’s never lost or
discarded during the contract lifecycle. Get in touch if you’d like
to try it for yourself.
The modern contract handbook | How to capture and use contract collaboration data
| The modern contract handbook: Future-proof your contract management
16
The modern contract handbook | Approvals: how legal can reduce friction (but keep control)
Approvals: how legal can reduce
friction (but keep control)
Alex McPhie is
Juro’s director of
customer success.
He works with
Juro’s customers to help them
get maximum value from their
contract collaboration platform.
The content and management of contracts in a business almost
always sits with legal - but that doesn’t mean lawyers need to
draft and review every document and template.
It’s an unwritten rule in business: don’t enter into agreements which don’t have
legal approval. That’s a position none of us can afford to be in, and the risk of either
entering into an agreement full of legal risk, or missing a commercial opportunity
because legal dragged its feet, is huge.
Despite this, many businesses struggle with both the initial roll-out and then the
enforcement of an appropriate approval process. This is hardly surprising, given
the wide range of stakeholders involved and often required to approve any given
agreement. Through working with our customers on their contract workflows, we’ve
identified some of the key challenges around legal approvals. Here’s what we’ve learned
about overcoming those challenges, and making approvals work for your business.
Implementation: building your approval workflow
1. Take the time to map out the full contract process
Getting a handle on the true picture of your document’s likely journey might be
hard, but it’s essential. From the point of requirement to a fully signed document,
map out the route your document needs to take, detailing where legal approval
is required. This can be a lengthy process - set time aside for the business and
legal teams to nail it down together. Collaboration is key - ensure you use and
work through current examples of legal approval workflows to foster a team-wide
agreement and get everyone on the same page.
2. Be mindful of other approvers in the business
Colleagues in commercial, finance and data security teams might also be key
parts of the approval workflow. Make sure you include their approvals in your
planning. In our experience, approvals tend to start with commercial teams, then
finance and data security, before legal steps in at the end. This ensures that there
are no further changes to the document from external parties, and it ensures that
lawyers retain ultimate ownership of the contract.
3. Communicate and get help
Other teams in the business that deal with processes, like procurement or
operations, might have insight to add - make sure you communicate with them
and draw on their expertise. They may have learned something on a previous
deal that becomes relevant to your current situation.
How complex is too complex?
The approval process doesn’t need to be complicated to be robust. It can be
tempting to try to implement a legal approval process that gets you from 0-100
in one attempt, but this is often a mistake. Complexity can lead to paralysis while
teams consider multiple designs, without ever actually implementing anything.
“Colleagues in
commercial, finance
and data security teams
might be key parts of
your approval workflow
- make sure you include
their approvals in
your planning”
| The modern contract handbook: Future-proof your contract management
17
The modern contract handbook | Approvals: how legal can reduce friction (but keep control)
“Contracts are
ultimately a legal
process, and the
legal system of
record should be
the best source of
truth for them”
Instead, start with a simple approval flow, gather feedback on its advantages and
disadvantages, and iterate with additional approvals if you feel they’re needed.
If your new process starts out more complex than the old one, it has no chance
of being adopted quickly.
Legal vs commercial approval
It’s likely that commercial teams will have their approval processes within other
business systems of record. Sales teams might manage approvals with Salesforce,
and HR with Workday, Greenhouse or Prescreen. This can cause uncertainty where
legal approval is concerned - should approvals live in HR systems, or contract
management systems, or something different entirely? How do we know which
takes precedence?
In our customers’ experience, it’s best for legal approvals to sit within contract
management systems. Contracts are ultimately a legal process, and the legal
system of record should be the best source of truth for them. This allows for better
organisation of files across different teams, without legal losing sight of the end-
to-end process. If your contract management system integrates with your other
systems of record, then take advantage of data sync capabilities to make sure you
have a true picture, wherever you look.
How to be a workload weightlifter
Lawyers are not islands. Teamwork applies to legal processes too. We often
see customers implement approval processes across the entire team, to avoid
one member of the team drowning under approval work, and help with workload
transparency. Many of the legal teams we work with leverage shared inboxes -
or even #contracts Slack channels - to deal with requests.
This technique works well at Juro too, with inputs from whoever is given the
responsibility or has time, as appropriate, to manage incoming requests.
Teamwork is the best way to ensure everyone has an equal responsibility to
manage the legal approval workload.
Finding the right balance
Creating a balanced and optimized workflow that ensures approval is granted
by the correct person, without compromising on speed and efficiency, is tough -
it’s the efficiency sweet spot that every team is looking for. But it’s not impossible
- we’ve seen this work best in situations where legal and business teams come
together, with legal empowering the business to make the right decisions, but
keeping control beyond a certain level of risk.
For example, some Juro users set their approvals at a template basis, but with
supplementary approvals delegated to contract authors and tracked by an audit
trail. This gives freedom to users, but keeps legal in the loop, with a detailed audit
trail if any questions arise.
The risk if you don’t create a frictionless process is that you’re stuck with a
bureaucratic and restrictive process, causing internal relationships to deteriorate,
which can impact the business overall. If approvals become too restrictive, then
commercial colleagues will find a way to circumvent them. But if you find the right
balance of control and enablement, then legal can stop being a blocker, and truly
become a partner for growth.
Sign
Putting pen to paper and signing on the dotted line is what it’s all about. Thankfully,
the pen and the paper are no longer necessary. eSignature lets us take the most pivotal
moment of agreeing terms and digitize it, and dozens of countries around the world have
embraced it. But which ones, and what are the requirements? Does it work on mobile?
And how does a device-agnostic contract workflow really work in practice?
In this section we dig into the specifics of eSigning, and we take a look at a real-life
mobile-enabled contract workflow, by exploring a case study with City Relay, who
managed to accelerate their contracts process by 87%. Read on to find out how.
| The modern contract handbook: Future-proof your contract management
19
The modern contract handbook | Is eSignature globally recognized?
Is eSignature globally recognized?
Josephine Hanschke
is customer success
associate at Juro.
Prior to joining Juro
she was a lawyer at Noerr and
Freshfields Bruckhaus Deringer.
eSignature has widespread adoption in fast-growing businesses,
enabling legal and commercial teams to agree terms without
pen and paper. But what’s the current state of play regarding
recognition of eSigning around the world?
According to P&S Market Research, the e-signature global market will exceed
$9bn by 2023. Despite this growth, there’s still a reluctance in some markets to
fully adopt electronic signing.
Digital-first
The advantages of eSigning are obvious and go far beyond the environmental
benefits that come with cutting back on paper usage. eSignatures are transmitted
instantly, rather than needing to be printed then scanned and couriered or posted.
They can be gathered on a variety of different devices - computers, tablets and
mobile phones, for example. They exist in a digital format that can be encrypted
and stored securely in the cloud or on-premise, rather than in hard copy, vulnerable
to loss, damage or destruction. According to Forbes, “businesses achieve 70 -
80% efficiency improvements after removing manual processes to adopt digital
technologies like electronic signature solutions.”1
For these reasons, eSigning has proliferated across much of the world, and many
regulatory authorities have given it their blessing. At the highest level, eSignature
provides the same legal standing as a handwritten signature as long as it adheres to
the requirements of the specific regulation it was created under. These regulations vary
across the world, from eIDAS (electronic identification, authentication and trust services)
for the EU to the eSIGN Act & UETA framework in the US, amongst many others.
It’s important to note that despite eSignature’s growing popularity, it’s yet to
become standard in every country. Several countries across the Middle East and
Asia don’t currently support eSignature, either due to a reluctance to adopt, or
because they follow a different legal structure that cannot account for the validity
of e-signatures.
eSignature: advanced or qualified?
Various different levels of eSignature exist, and different jurisdictions pitch their
regulatory requirements at different levels.
Advanced eSignature (AES)
At this level of eSignature:
• The signatory can be uniquely identified
• The signatory must have sole control of the key that was used to create an
electronic signature
• The signature itself should be able to identify potentially-tampered data
• If the data has been tampered with, the signature must invalidate itself
1
https://www.forbes.com/forbesinsights/adobe_e-signatures/index.html
“eSigning has
proliferated across
much of the world,
and many regulatory
authorities have given
it their blessing”
| The modern contract handbook: Future-proof your contract management
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The modern contract handbook | Is eSignature globally recognized?
Businesses can achieve
up to 80% efficiency
improvements after
adopting electronic
signature solutions
Source: Forbes
Qualified Electronic Signature (QES)
The QES has higher requirements introduced by the EU and Switzerland. It’s difficult
to challenge the authorship of a statement signed with QES. Under this standard:
• The signature must be created using a QSCD (Qualified Signature Creation Device)
• Signing issues a qualified certificate, to validate the agreement
eSigning in the EU
eIDAS (electronic identification, authentication and trust services) is the regulation
that sets out the standards for eSigning across the EU. It entered into force in
September 2014. According to eIDAS:
• an advanced electronic signature (AES) shall “not be denied legal effect and
admissibility as evidence in legal proceedings”
• The QES standard is defined as an even higher standard for eSignatures. Article 25
(2) states that a QES carries the same legal value as a handwritten signature.
Electronic signatures can be considered to be in wide use and generally adopted in
Europe. Some jurisdictions still have irregular requirements, but these tend to be the
exception rather than the rule.
eSigning in the US
The two most relevant pieces of legislation regarding eSignature in the US are the
Electronic Signatures in Global and National Commerce (ESIGN) Act and the Uniform
Electronic Transactions Act (UETA).
ESIGN Act
The ESIGN Act sets out that electronic signatures and records should be accorded
the same legal status as ink signature and paper records. The ESIGN Act applies
to federal law and pre-empts inconsistent state law, unless the state in question
adopted UETA without amendment.
UETA
UETA harmonizes state law with respect to the validity of eSignatures. It has been
adopted by 47 states, with the exceptions being New York, Washington State and
Illinois, who have adopted their own e-signing statutes to recognize eSignatures.
Electronic signatures are widely adopted and valid in the US, as long as certain core
concepts are present, including intent to sign, consent to do business electronically,
association of signature with the record, and record retention.
The rest of the world has a multitude of laws governing eSignature, but the direction
of travel indicates widespread adoption both now and in the future. For more
information on eSignatures and their validity and enforceability around the world,
visit the IACCM’s website at www.iaccm.com.
| The modern contract handbook: Future-proof your contract management
21
The modern contract handbook | Mobile-first contracting: a case study
Mobile-first contracting: a case study
Since 2018, Juro has worked with City Relay to create a mobile-
friendly contract process to enable their rapid growth. This case
study explores how we achieved a seamless workflow between
mobile and desktop platforms.
City Relay is a property management company that uses platforms such as Airbnb
and Booking.com to help people short-let their properties. They free homeowners
from the lengthy process of short-letting their homes by providing services for
property management. City Relay operates across three different locations in
London with over 50 employees.
The challenge: manage contracts
without wasting time
City Relay handles a variety of contracts, from short-let contracts and tenancy
agreements to HR documents. As a result, contracts were increasingly hard to manage
and this had a significant impact on time spent in contract creation and amendment.
“It’s very difficult to make edits when you have a huge variety of contracts, in
different formats, on different platforms,” explains Harriet Taylor, Director of Sales
and Marketing at City Relay. “Our contracts vary depending on length of stay,
commission, location, and other factors, so we needed a solution that was efficient
and collaborative,” she explains. “It took fifteen minutes to generate and send our
contracts with our former platform. We’re growing quickly as a business, so our
HR manager needs to be able to generate contracts much faster than that -
a mobile-friendly platform would be ideal.”
The challenge impacted both HR and sales teams. City Relay had to increase the
speed of the onboarding process, finding a way to balance several daily meetings
with contract requirements. Allowing documents to progress through from creation
to signature, regardless of the device on which they were being viewed, was key.
“We needed to save time, more than anything. And that’s where Juro came in.”
The solution: less time, more contracts
After discussions with Juro’s sales and customer success teams, City Relay adopted
Juro as their contract collaboration platform in 2018, covering both sales and HR.
The immediate reaction from users was “a massive sigh of relief,” says Harriet.
“Juro simplified all our processes. The team were thrilled with the outcome.”
MOBILE-FRIENDLY: “Our sales team can send and sign contracts from their phone
during their walk from one meeting to another! It’s a massive advantage to us that
people can read and sign on their phones - no printing and scanning required.”
CENTRALISED: “We have all our templates in one place, on Juro’s platform, where
we can make amends and send them out in a fraction of the time. We have a quicker
onboarding process now - from 15 minutes down to 2 or 3.”
COLLABORATIVE: “We get a lot of feedback on our contracts so it’s important to
have that flexibility towards a quick and open flow of communication. The comments
feature is excellent in assisting with that and allowing for clear-cut discussion.”
87%
faster contract
creation
72
templates across
2 teams
465
contracts created
in a year
Onboarding time
reduced from
15 minutes
to 2
“It’s a massive
advantage to us that
people can read and
sign on their phones
- no printing and
scanning required”
| The modern contract handbook: Future-proof your contract management
22
The modern contract handbook | Mobile-first contracting: a case study
“With all our
templates in one
place, we can
make amends and
send them out in a
fraction of the time”
The results: time saved, usage doubled
The team enjoy the upgrades to their contract workflow and how easy Juro is to use.
Additionally, the approach towards creating various contracts and negotiation with
hosts is much more dynamic: “the comments facility makes it easier for our hosts,
simplifying the process for them and saving both parties a lot of time,” says Harriet.
Commenting functionality also works on mobile, reducing the barriers for contract
parties to collaborate and ultimately sign.
Integrations are also a popular feature: “we use the Slack integration, so signed
contracts go directly into our sales channel - we can have a mini-celebration every
time we sign a new deal. Everyone knows where we’re at in terms of our success as
a business, which is useful as we grow.”
City Relay has doubled their usage of Juro since the initial purchase, with several
teams now using the software. “The long-lets and B2B teams are both using it, as
contract volume increases. Juro’s customer success team has been incredible in
supporting this expansion.”
City Relay discovered a platform that met all their demands, enhanced their
contract workflows, and made mobile-first contracting a reality: “We saved so
much time - we’d absolutely recommend Juro to anyone looking to ease their
contract processes.”
Juro for sales: get to yes faster
“It makes creating and
managing customer
contracts at scale
an absolute breeze”
Sharief Abdel-Hadi
Sales team, Nested
Get reps closing
Customers typically
close 30% faster with
Juro’s integrated,
intuitive platform.
Effortless set-up
Lightning-fast onboarding
and implementation
means you only need to
focus on closing.
Reliable data
Never lose track with
a 2-way Salesforce
integration so contracts
data is always in sync.
Manage
No more filing cabinets.
Cloud-based contract management systems offer a huge range of features for legal and business
teams to manage their documents: storage and foldering, renewal reminders, heatmaps and
analytics and many more. The huge growth in prominence of legal operations as a discipline
is driving lawyers’ ambitions to become data-driven ever higher. If your contract collaboration
platform lets you retain and surface your data then your ability to learn from contracts and
become more efficient will increase significantly - if you leverage your data the right way.
Similarly, integrating the creation and management of your contracts with the systems of record
that other business functions use is a great way to become both a friend and an enabler to the
business. The time when contract management was a legal silo, devoid of transparency, is over -
read on to find out how to make an integrated, data-driven workflow a reality.
| The modern contract handbook: Future-proof your contract management
24
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
The 7 best contract metrics to
track - and why you need to start
It seems like every legal department has the ambition to be
data-driven. But how do you get started and what should you track?
Contract data can raise something of a chicken-egg conundrum: do you need
technology in place to get the data, or do you need the data to justify getting
the technology? The truth is that you don’t need technology to start tracking at
all. In reality, we mostly still live in a world of manual process. That’s good news:
it means that when it comes to contract data, you’re free to get started any way
you possibly can.
1. The basics: how many contracts, and what kind?
Any lawyer should be able quickly to answer how many contracts they process
in a given period. It’s no longer acceptable for the answer to this question to be
anecdotal, or imprecise, or ‘it depends’. These metrics are the bare minimum, and
there’s no excuse not to have them. It’s a common crutch to say that you don’t have
the data, so you can’t be data-driven. Without this data you can’t answer basic
questions from the business, and that is not a good experience for the business.
Start with a spreadsheet and just do it.
2. Turnaround time
Every legal department at some point faces the perception that they ‘take too long’.
Even if they don’t, there is a high likelihood that the business sees it differently.
Sometimes their complaints are unwarranted and unfair, and at the other end of the
spectrum it can be a real problem that gets escalated to the C-suite.
Tracking turnaround time is the way to dig into this, and identify the problems that
cause friction in your workflow. As soon as you start to track this, it has the potential
to become a negotiation battleground between the business and legal, or even
outside counsel, who may be the ones slowing things down. Turnaround time has
several sub-categories:
i. Response time
One of the most common complaints legal faces is that it’s a black hole into which
business colleagues have no visibility. If someone sends a document to legal for
review, did legal do anything with it? When? Did they even receive it? Tracking
your initial response time is the quickest way to resolve this complaint. A simple
confirmation email acknowledging receipt goes a long way, and a track record
of those acknowledgements being sent in a timely manner will go a long way.
ii. Time to first and final drafts
The time that elapses between a legal team receiving the necessary information
to begin work and the creation of a first draft is a key indicator of efficiency in
legal operations. After this, the time that passes between lawyers receiving
feedback and input from stakeholders, and the arrival of the final draft, is a useful
benchmark. Knowing how quickly work progresses from the very first iteration
to final draft is management information you can’t ignore.
Lucy Bassli is a
former Deputy
General Counsel and
Head of Legal
Operations. She now consults
with corporate legal departments
on contracting operations, spend
management and legal
operations. Her passion is
contracts and bringing
efficiencies into legal. Find out
more at innolegalservices.com.
“Awareness of the
fully loaded contract
cost is a fantastic
tool to help you make
a business case for
additional headcount,
or for using an ALSP
for future similar
transactions”
| The modern contract handbook: Future-proof your contract management
25
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
“In a high-growth
SaaS environment,
tracking deviations
can be crucial - if
reps are deviating
from standard terms
around breach
notifications, that’s
critical information”
3. Cost per transaction
As your legal function becomes more mature, you might start to track cost per
transaction, which is a really interesting number to share with your stakeholders.
This figure is one concrete way that legal can show genuine input to the bottom
line of the company.
Cost per transaction could be based on internal costs: calculating the fully burdened
time of the legal team’s members who were involved in the process, for example.
If you’re outsourcing, then an awareness of the fully loaded cost is a fantastic tool
to help you make a business case for additional headcount, or for using an ALSP for
future similar transactions.
4. Simplicity and readability
We started out this guide with Ken Adams’ take on contract readability, and the
great news is that there are mechanisms in place to measure this. If you’re working
in Word, you can use the Flesch-Kincaid Grade Level to monitor your team’s
improvements in simplifying contracts. If complexity and a lack of readability are
causing contracts to take a long time, then this metric can help you to work out
what needs to change, whether that’s formatting, vocabulary, numbering and lists,
or any other useful technique to make your document more readable.
Smart legal teams also measure the readability differences between their different
lawyers. Some drafters like to linger on every word, whereas some will never use
20 words when 5 will do. Focus on achieving consistent readability across the team
and you’ll drive efficiency in contracts across the department.
5. Dollar value
Some legal teams cater for their specific risk appetites by tracking the dollar
value of a contract and setting thresholds at which legal does and doesn’t need
to be involved. This lets the decision-makers of a legal department make it clear if
business colleagues are flooding legal with contracts that don’t need their input.
This metric can help you to show that a policy needs to exist and be enforced, and
to encourage people to take responsibility. It’s as much about operational capacity
as it is about risk mitigation.
Being able to track the overall value of a contract also allows you to segregate your
contracts into buckets: if in a given month you have ten contracts worth less than
$20k, and three worth more than a million, then how would the business want you to
prioritize them? By understanding your pipeline you can understand and maximize its
value to the business. Of course, value is only one consideration of risk assessment,
and there are many other factors that go into prioritizing legal resources, but it does
serve as a very helpful objective standard for certain types of transactions.
It can be hard to measure value when it comes to contracts that aren’t defined by
empirical data and dollar values. One way to handle this is to tag and categorize
them during intake. That might be a manual task, or you could use a smart inbox
and create rules to help create those workstreams.
6. Obligations
Similarly, whether to make legal responsible for monitoring expiration dates or other
post-execution operations is a philosophical decision for each legal function. If the
legal team wants to take ownership of it, that’s one thing; if the business wants legal
to babysit supplier deadlines, that’s quite another. Making sure the business stays
on top of expirations and terminations could be hugely valuable, but the question is
whether manually looking up dates is a good use of lawyer time or not. Technology
might be able to help with the heavy lifting here.
| The modern contract handbook: Future-proof your contract management
26
The modern contract handbook | The 7 best contract metrics to track - and why you need to start
7. Inside your contracts: deviations
Flagging deviations from your standard terms is always valuable. Getting insight and
metrics from inside the document is labor intensive, but that’s where technology
can play a key role, and there are lots of systems making great progress with their
document review capabilities. In a high-growth SaaS environment, for example,
tracking those deviations can be crucial - if reps are deviating from SLAs, or
standard terms around breach notifications, then that’s critical information to track.
Focus on what’s important to your industry and keep your eye on the top four or
five elements within contracts that you need to monitor. Beyond that, it can quickly
get too big a task to handle. Anyone you ask will want their specific area of concern
tracked. Pick wisely.
---
Tracking and acting on these metrics can make a massive difference not just to a
legal team’s performance, but to the business itself. However, the uncomfortable
truth is that most legal teams are a long way from building that sophisticated
understanding of their data.
Broadly speaking, the market divides into three. In the first group, some legal
departments still think everything’s fine. They’re firm in their belief that they’re
professionals, they know what they’re doing, the nature of their work is hard to
predict and the C-suite will just have to live with it.
In the middle group are the legal professionals who find themselves in that
frustrating place where they know they need to do something, but they’re not
sure where to start. This group, along with those who are starting to explore and
try the basics, is by far the biggest group.
The final group are the early adopters: those departments that are seizing the
initiative, managing the change, and making sure it’s ingrained in the philosophy
and DNA of the attorneys. That might be because they’re innovators and leading
the charge themselves, or it might be because the demand from the business for
actionable insight is high and non-negotiable.
Whatever their motivation, this is the group with the best decision-making ability,
the best understanding of its own efficiency, and the biggest potential to truly add
value to the business as a genuine strategic partner. By starting at the beginning and
building data from the ground up, every legal department can join them - they just
need to start somewhere.
Track with Juro
Juro’s unique, custom-built machine-readable editor means
that all your contract data is preserved and tracked. Unlock the
insights from every stage of your contract workflow with our
comprehensive analytics stack. Track contract volumes, time from
creation to approval and signing, and even export your metadata
to analyze in your system of choice. Get in touch to find out more.
| The modern contract handbook: Future-proof your contract management
27
The modern contract handbook | Why you need to integrate contracts with the business’ systems of record
Why you need to integrate contracts
with the business’ systems of record
It’s a key question for any business trying to make their processes
frictionless: how do you make contracts work seamlessly with your
other key systems?
Legal teams might be the people who ‘own’ contract in the business, but more
often than not there are other key stakeholders in the process: sales, HR, operations,
finance, procurement, to name a few. The question of how to reconcile legal’s key
work product - contracts - with the systems that other teams live in is a question
many of our customers tackle every day. Whether it’s Salesforce for commercial
teams, Greenhouse for hiring, Workday for HR or Sage for finance, contracts need
to find a way to talk to other systems.
There are obvious benefits to integrating contracts with your other systems of record:
• It’s efficient and it saves time;
• It ensures consistent, secure storage of documents; and
• It helps legal teams to showcase the value they can provide, through collaborative
contract management.
Through working with our users to integrate with their systems of record, we’ve learned
about the key benefits of making contract workflow seamless across platforms. Here are
the top five advantages we typically see when contract management is integrated with
other business solutions.
1. Stay comfortable
Your colleagues use their systems of record every day. They know them back to
front. Forcing them to learn a new system, just so they can align with your contract
process, is likely to lead to friction - or worse, discontent. If they find it too
onerous they might go rogue and start creating contracts outside of your preferred
workflow, using the old systems they’ve grown comfortable with. Instead, integrate
your contract process with their systems of record, so creation and signing can be
accomplished within the platform they already trust.
2. End the back-and-forth
Contracts govern your most important business relationships, but they’re not an end
in themselves - they shouldn’t distract from a business team’s main job. For example,
sales teams working in Salesforce want to spend less time worrying about managing
contracts, and more time (perhaps all their time) closing deals. Hiring teams should
spend their time finding the right people to grow the company, without having
to worry about manually managing contracts on the side. An integrated contract
process should let people concentrate their efforts in the right place - not in
document management.
3. Enable transparency
Transparency into contracts is always a concern for businesses of any size,
particularly if the company is scaling and contract volumes are increasing month
Raul Balchin-Qais
is senior account
executive at Juro.
He works with
Juro’s existing and future
customers to help them create
frictionless contract workflows
and enable collaboration
between business teams.
“Forcing colleagues
to learn a new system,
just so they can align
with your contract
process, is likely to
lead to friction - or
worse, discontent”
| The modern contract handbook: Future-proof your contract management
28
The modern contract handbook | Why you need to integrate contracts with the business’ systems of record
on month. By integrating between your systems of record, you can create
transparency through automation. Rather than manually sending documents to
relevant stakeholders at different points in the contract process, let your integrated
systems handle the information sharing for you, with relevant metrics about
documents’ progress being tracked and surfaced in native dashboards.
Don’t leave the proper communication of your contracts at the mercy of human error
- integrate them with other systems of record to make sure the right stakeholders
automatically have access to completed documents as and when they need it.
4. Get that data
Synchronizing data between systems of record is crucial if you’re aiming to be a
genuinely data-driven business. Configuring this properly removes a whole load of
risk from the process, as human error is largely mitigated, and saves you time fixing
issues like duplication and incomplete records.
We see the value in this for our customers, most powerfully when contracts data
live-syncs with Salesforce - once an opportunity’s effective date is updated in
Salesforce, this is reflected automatically in the contract. Again, this minimizes
the risk of human error and keeps legal and commercial teams on the same page.
From discussing with customers, we’ve learned that the best method would be to
synchronize relevant data from different teams - for example, for sales contracts,
linking pricing and quote lines, or employment contracts, linking start dates and
employee details. Don’t leave the accuracy of such key details to chance - let your
systems do the heavy lifting on your data.
5. Use low-maintenance systems
Integrating any two systems together can be time-consuming. Asking IT colleagues
to devote their time to your legal tech stack is seldom easy. The easiest way to
avoid the frustration this can bring is to choose a system that’s adaptable to various
requirements, easy to configure, and easy to maintain. Push your vendors on the
ease of configuration of their platform, and ask for information on the time-to-value
that customers with a similar use-case to you often achieve.
We sometimes see adverts for legal technology systems promising that you’ll see
some value within six months - this doesn’t seem like anything to boast about, given
the growth pressures that many businesses face. Make sure the systems you’re
exploring match your expectations when it comes to implementation timelines.
In a business world increasingly dominated by SaaS products, it’s unavoidable
that contracts will have to integrate with the various platforms that act as systems
of record for different teams. Keep these points front-of-mind as you consider
integrations and you’ll create a smarter, faster, more collaborative contract
workflow for you and your colleagues.
Integrate with Juro
Contracts should live where you do. Whether
you use Juro in legal, sales, HR or operations,
our stack of integrations ensures Juro works
seamlessly with the tools you use every day.
Get in touch to find out more.
API
“Let your integrated
systems handle
the information
sharing - don’t
leave the proper
communication
of your contracts
at the mercy of
human error”
| The modern contract handbook: Future-proof your contract management
29
The modern contract handbook | Post-signature
Post-signature: connected contracts
Getting a contract from first draft to signature is the main focus of
many contract stakeholders. But what happens after you get to yes?
The founder of Clause.io sheds some light on the future of contracts.
Why is it a problem that contracts
are usually static files?
The current management of the contract lifecycle mainly focuses on what happens
pre-signature. That’s a solved problem in many ways, and there are lots of great
tools there - for creation, editing and collaboration, as well as eSignature and
execution - everything up to and including signature.
The problem is that all of that process is aimed towards creating a static record of
an agreement at a particular point in time. The obvious analogy is a stopped watch,
but that’s at least accurate occasionally. With a static file the future will almost
always diverge from that record reflecting that particular moment in time.
What we’re trying to do at Clause is to enable you, at least in part, to be able to
add in Smart Clause® templates to your agreement that respond to external events
and can give you a degree of ‘statefulness’. By that I mean we can see what impact
events have had on the current state of the agreement.
So, for example, if a penalty is due based on the price of a commodity that has since
changed, we don’t have to calculate that penalty manually based on a PDF. If you
take a templated sales agreement as an example, that typically has a provision with
stipulated dates by which certain actions have to take place and penalties, whether
that’s in the form of compounded percentages, prices amounts, and so on. We can
connect that data up to an external API - for example, Royal Mail or Fedex - to draw
that data into the document and make it up-to-date.
The IACCM in 2012 released research finding that the average basic sales document,
without much lawyer time being involved, costs around $7000 to manage, and most
of that is process. That has to change.
There are three principal technologies that are relevant:
1. The “API economy” - organizations increasingly have public APIs, to which
contracts or contracting systems can be connected.
2. The explosion of IoT devices that allow us to get data from the physical world;
for example, temperature and humidity data, which can be relevant for supply
agreements. Perishable commodities are a relevant use case there - so if certain
pharmaceutical products are required by regulations to be held in certain
conditions regarding temperature and humidity, then contracts can be updated
based on that incoming data; and
3. Blockchain and cryptocurrency, which may change the nature of financial transactions.
Peter Hunn is the
founder of Clause.io,
a connected
contracting
platform that aims to enable
‘smart contracts’ through the
use of various technologies.
“IACCM research
found that the
average basic sales
document, without
much lawyer time
being involved, costs
around $7000 to
manage, and most
of that is process”
| The modern contract handbook: Future-proof your contract management
30
The modern contract handbook | Post-signature
What are the barriers to widespread adoption
of smart or ‘connected’ contracts?
There are two main types of barrier. The first is the education piece: getting people
to understand what this technology can do. If we take lawyers as cohort, they may
not be immediately aware of why this technology is useful to the ultimate end-user,
from a contract management an administration perspective. They’re not necessarily
the direct target of this technology.
The issue is that lawyers aren’t really the end user of contracts; they’re using
technology to serve clients’ purposes, not their own. They care about connectivity
where it improves their service offering, whether that be in new services for their
clients such as administering and reviewing stateful agreements or where connected
contracts are a necessity, such as in the digital assets space. It’ll take some time to
educate everyone sufficiently.
Secondly, once you’ve got past the educational hurdle, there are the practical barriers.
Once you’ve explained that it’s something that can add value, either to a lawyer or a
corporate, the next step is the practical one - how do I actually implement this?
The impediment there is that although today we have tools that can make contract
management easy, or at least easier, then adding a layer of machine-readable logic
into a natural language entity (the contract) represents another layer of complexity.
And it’s in the domain of the developer community, rather than for lawyers to solve -
creating that overlap, and making it seamless (through what’s commonly called legal
engineering) is important - fostering the growth of legal engineering as an industry
will be crucial for success.
Making it easy to add executable logic into agreements and demonstrating that there
are huge backend benefits to the frontend ‘cost’ is critical. We think we are firmly on
that path. These barriers will fall away -- connected contracts are an inevitability.
Visit Clause to find out more.
“The issue is that
lawyers aren’t
really the end
user of contracts;
they’re using
technology to serve
clients’ purposes,
not their own”
| The modern contract handbook: Future-proof your contract management
31
The modern contract handbook | Conclusions
If you’d like to learn more about how Juro helps to make contracts faster, smarter and
more human, contact us at hello@juro.com or follow us at blog.juro.com and @GetJuro.
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Conclusions
Richard Mabey
is the CEO and
co-founder
of Juro.
Technology can’t solve bad drafting. That much is beyond doubt, and I’m grateful
to have Ken Adams - perhaps the world’s leading authority on the building blocks
of contract language - in this guide, to emphasize the importance of getting the
fundamentals right.
However, it’s also true that there is a lot of contract pain that technology can solve
- as long as that technology is deployed smartly, collaboratively, and in response
to a well-understood problem that needs to be solved. Contract workflow and
contract management affect teams across the business, in almost every business
imaginable, and yet research consistently shows us that people are dissatisfied with
that process. The IACCM puts the figure of disgruntled contract users at 83%. We
can and must do better.
Removing friction and creating a contract workflow - from end-to-end - that works
for everyone is not just possible, but essential. When we create contracts, let’s not
reinvent the wheel each time: use plain language Q&A flows to guide users through
to watertight templates. Follow legal design principles to make your documents
accessible to your audience. And if securing a signature quickly is the goal, then
don’t bury your key points in the middle of the document - surface them in a key
details table to make things move faster.
When it’s time to collaborate, don’t waste time jumping between systems that are
unwilling and unable to allow data to flow between them. If you can, make contracts
machine-readable from the get-go, meaning you can collaborate more easily and
learn while you do so. If your contracts need to navigate stakeholder approvals,
map out a process that keeps legal in control, but empowers business users to
move quickly too. Integrate with the business’ systems of record wherever you can.
When terms are agreed, don’t put pen to paper - eSignature was invented (and
widely adopted) for a reason. Put finger to touchscreen and sign on the move, and
find the kind of efficiencies and time savings that City Relay did when they created a
frictionless workflow with Juro. And when your focus turns to contract management,
make sure you’re capturing enough data to make smarter decisions, unblock those
bottlenecks, and perhaps enable a future where contracts become connected.
Ultimately, we need to remember that contracts are agreed at the happiest points
in the life of a business: closing a deal, hiring an employee, agreeing a partnership.
Dissatisfied contract users should be the exception, not the rule. I hope our insights,
and those of our contributors, into each stage of the contract lifecycle (and beyond)
can go some way towards helping to make contracts the start of something great -
instead of the end of something painful.
“Removing friction
and creating a
contract workflow -
from end-to-end - that
works for everyone
is not just possible,
but essential”
Juro is a contract collaboration platform. Juro helps high-growth
businesses like Deliveroo, Reach plc and Skyscanner to save up to
96% of time on contracts and generate AI-enabled insights. Juro
is backed by Point Nine Capital, Seedcamp and the founders of
Transferwise, Indeed and Gumtree.