Love.Law.Robots. by Ang Hou Fu

ContractManagementSystem

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Sometime in 2019, I read Technical Blogging and realised several things missing about my blog. That's when I wrote, “Why I would use Excel for my Contract Management System”, as a demonstration of what I learned. Lo and behold, it is one of the best performing posts on the blog.

I want to think that the post was pretty effective. Try and answer a need that a reader may have, etc. However, I think it's more likely because people really want to use Excel to manage their contracts.

Why I would use Excel for my Contract Management SystemHow do I get on this legal technology wave? Where do I even start? A “contract management system” or a “document management system” (“CMS”) is a good place. Business operations are not affected, but the legal department can get their hands dirty and show results for it. If you wouldLove.Law.Robots.Houfu

Two years have passed. Do I still have the same opinion? Would I use Excel for contract management?

I am still using Excel.

Let's go to the ending first: I am still using this system after two years. Many of the complaints I expected still held:

  • It's incredibly tedious. I don't really have the time to input all the fields properly. With the pandemic situation, it's not been straightforward to get cheap help either.
  • Some of the fields I selected were not so helpful. For example, the free text input for some fields like services etc., made it difficult to gain insight across broad data ranges.
  • It just isn't convenient. I wanted badly for the system to let me know when there were expiring contracts. However, I had to set a time manually to open the document and extract the information. This was not a commitment that I could keep easily.

However, the system stood up to be counted on when I needed it. I have been able to locate and check previous contracts, which the original department could not find. Furthermore, when I needed to find out the number of jurisdictions we did business with, it was a simple Pivot chart. A pretty graph I could show my management in less than an hour.

Lessons Learnt

Even though I have stuck with Excel, I found my experience illuminating, and it definitely prepared me for my other projects in implementing document automation and e-signature. Here's a list of lessons I have learned that will give you insights into your own journey.

1. Don't underestimate Excel.

This old green toolbox wears its age well and hints at owners long past, their workday woes and triumphs—the daily grind. Photo by Susan Holt Simpson / Unsplash

The Office 365 apps are not only ubiquitous but are also very malleable. The example close to a tech lawyer's heart is Microsoft Word. Microsoft Word is not an excellent tool for writing court submissions and contracts. But they can do that, as well as letters, forms, notices, policies, documentation and the list. Since you can find Word on many computers at our workplaces, they are used ad nauseam even when there are better ways to write letters or contracts.

If you're impressed with what a word processor like Microsoft Word can do, wait till you see Excel. Of course, writing court submissions with Excel appears farfetched, but I have come across contracts written with Excel. More sophisticated (and correct) uses of Excel include compiling and analysing data and presenting summaries.

If you manage your contracting data in Excel, Excel can process such data to extract and analyse data, as we did in my 2019 post. The information you input in the form might look like a table, but it's become more than that. Using its built-in functions, you can extract and manipulate the data inside.

So, if you find Microsoft Office apps on your computer, don't dismiss them too quickly. It's definitely a part of your toolbox, and you can do some pretty amazing things with them.

2. Seek data, not information

Document folders on the shelvesPhoto by Viktor Talashuk / Unsplash

A strange insight came to me once I tried to push Excel to do more with my information. What's the point of putting in the dates of the contract, the jurisdictions of the counterparty, or governing law of the contract? The most immediate answer is that it summarises the contract and its risk profile as a lawyer. When it's a table, I can broadly see this information across a range of contracts.

For a computer or a program like Excel, this risk profile information has no meaning by itself. To make your data work harder for you, a program like Excel has to recognise special characteristics like dates, categories and numbers. Once Excel knows more about the data it is handling, further processing like analytics over a time span or clustering becomes possible.

Once you have that going, you are no longer dictating to Excel what your information is and how your information should be presented. Now Excel can do some of the heavy lifting for you in computing your data as you explore it. Doing more with less! New insights!

In my experience, staring at the information you have at hand doesn't always immediately deliver data. Special insights came when I used the system more and realised what other information I could capture. Suppose you could explore your contract data with purpose-built systems. That's awesome. However, if you only have access to Excel, it's better to use that than to be led by your feelings around the information.

3. The best tool for the job can be Excel

I had a few hours to kill in Copenhagen, so I went to the Sorte Diamant Library to take some photos. Libraries are quiet places and staff members aren’t always thrilled to hear camera shutters go off. As I was firing away, I noticed a staffer approaching from my side. I said a photographers’ prayer and prepared to get told off. He said to follow him and I obliged. We walked through a door with a “staff only” sign, found our way down a narrow corridor and entered a huge room, dimly lit, filled with archived books. “You’ll get good shots in here”, the librarian said and then got back to work.Photo by Marten Bjork / Unsplash

In reality, you would not be innovating in a vacuum. There might already be several tools in your organisation, and they may have users too. Google Docs is all right, and I'm not too fond of Microsoft Word. I really like Notion too. Would I be able to convince everyone around me to drop Microsoft Word and adopt Google Docs or Notion immediately? It's a tall order.

This is what “no-code” should look like — NotionWhat do we really want from a “no-code” product? Notion shows we want well designed software which can deliver a big impact in small ways.Love.Law.Robots.Houfu

Furthermore, your solution is supposed to fill gaps in the organisation. Every organisation is different so that the best solution has to be customised for each organisation. There may be places and times where adopting a complete, point to point solution is the best approach. Very often, though, you'd have to do some real work of substituting, eliminating, consolidating or reusing something that's already there. You have to lay the groundwork.

A tech lawyer shouldn't focus on what tools are out there but what tools he can have to do the job. At times, leadership is not so forthcoming to invest in a costly platform. To make do, you have to take a look at your toolbox and what you have there. Many of us will find Excel there, so we have to make the best use of it. Explore it, and you will find a pretty powerful tool.

Conclusion

I ain't ashamed to say I use Excel. Compared to having nothing , this is still a much better situation.

Using Excel, the contract management system may have entered a static point — I can't really find a way to improve it significantly using Excel only. As I mentioned in my 2019 post:

However, once you can demonstrate practical benefits and a workflow, stepping up to a real made for the purpose document or contract management system is easier to climb.

The significant improvement now would be to get something that's made for its purpose.

Even so, you could, as I did, find that significant improvement is hard to attain. It's too radical a change, and I can't really demonstrate the benefits that would persuade large sections of folks who may not like the change. If that's the case, we may have to live with our Excel CMS for just a while longer.

On the other hand, there are other aspects in your legal department that you might find lacking, such as e-signatures or intake systems. Perhaps it's time to bring these up to scratch as well. Once others get used to e-signatures, it's a shorter leap to conclude that Excel is not the best solution we can have. Innovation is always a long journey, and at some point, you'd look back at your Excel CMS and find it a milestone of your early efforts.

#tech #ContractManagementSystem #Contracts #LegalTech #MicrosoftOffice #E-signature

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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I spent several nights and trips on aeroplanes thinking about how to innovate the contracting process in my company. Though I did do a lot of reading online and offline, it was a lonely journey. I had to separate the puff from the substance and the wheat from the chuff from what I was reading and planning. When I got to action, I realised that having ideas was the easy part; making them work is really tough. Some of that work showed its fruits, but much of it was still unfinished.

Why I would use Excel for my Contract Management SystemHow do I get on this legal technology wave? Where do I even start? A “contract management system” or a “document management system” (“CMS”) is a good place. Business operations are not affected, but the legal department can get their hands dirty and show results for it. If you wouldLove.Law.Robots.HoufuAn early effort. I have mixed views about this post 2 years later.

A tiny book review

At first, I was sceptical about reading another book on the process. Sign Here: The enterprise guide to closing contracts quickly “ by Alex Hamilton proved to be different. Alex Hamilton is a founder of Radiant Law, a law firm in the UK that focuses solely on the commercial contract process. They use technology and process improvement to deliver legal services differently. They've been doing it for ten years too, so they are here to stay. I was quite sure I would learn something different from this book.

Unfortunately, the book didn't teach me anything new. Instead, it validated many of my instincts and the conclusion I had reached after pondering the issue for years. That might sound like a nice ending, but I would rather read this from a book than cracking it from some stone and not being sure whether what I had was a real insight or baloney.

So, in short, I recommend the book. It put words to what my instinct and experience were telling me, and I am glad I read it. This is the real deal, in an accessible and practical format that anyone can read.

Sign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksSign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksAlex HamiltonI earn a commission from purchases made through this affiliate link.

Let's Pick Five

If you are not convinced yet, here are five lessons from the book. I think they're wise and spoke to my practical experience.

Thing 1: Speed matters when you're making contracts

Image by Free-Photos from Pixabay

The legal department is usually viewed as a roadblock. We stop others from making bad mistakes. We are the ones who are going to review the contract you just received from the counterparty. These points are valid, but there's a substantial cost in not acting fast. “Sign Here” raises lost revenue, postponed or even lost value and may even undermine relationships as the cost of delay in the contracting process. “Relationships are indeed being created and grown [as a result of the contract process], but successful relationships are often despite rather than because of the agreement.”

So speed really makes a difference. In my view, there's a customer relationship factor. Your internal customers like to hear a response from you. They can also tell our external customers that they care when they respond quickly.

Thing 2: There is no silver bullet

Photo by Cody Wingfield on Unsplash

“Sign Here” proclaims that despite vendors' claims, no single solution would solve all problems in the contracting process. I've always felt sceptical about silver bullet claims. I also felt unsure whether any completely new platform would succeed given its high costs.

There are two facets of real life that make any “silver bullet” difficult:

  • You don't live in a vacuum. I found several guerilla systems for contracting in the wild in my company. Expecting messy people to fit into your system would probably be a hard task, and I was not sure I was spending my capital effectively forcing people to like my favourite solution.
  • Resources are limited. It's simple. I have no budget, and I am still expected to do my regular work properly. Any innovation used to be nice to have. The amount of work it takes to put in a “silver bullet” solution (if there was such a thing) would have been extremely risky.

So no single solution works. You really have to go in there and figure out a good fit.

Thing 3: Change is a long series of steps

Image by wendy CORNIQUET from Pixabay

Related to the “silver bullet” fascination above is the belief that one solution solves all problems at once. It just doesn't work like that. Even if you had infinite resources and a highly motivated core of customers ready to do your bidding, the solution you have just implemented is not likely to be perfect now or in the future. The time horizon “Sign Here” suggests isn't months or years — it's weeks and then improved again later.

For myself, having users and putting solutions into production meant I had to fix bugs, answer questions and listen to suggestions. With some humility, I realised that these fixes and suggestions made the solution better. It also meant, sadly, that I had to get back to the drawing board.

Corollary to the fact that you will have to revisit your work repeatedly, it also means that you have to learn new things all the time continually. 😰😫

Thing 4: Be Clear and Reasonable

Photo by Timothy Meinberg on Unsplash

Consistent with the aim that contracts are relational rather than transactional, “Sign Here” recommends that terms aim first to be reasonable rather than extract maximum advantage, which is whittled down by mano-a-mano negotiations to something you can live with.

Related to the speed of contracting, clear and reasonable terms means that parties aren't sapped by the energy it takes to reach an agreement. I found internal customers are happy when they aren't fighting pointless battles, and when they don't have to explain to the counterparty or their legal department why our terms are so unfair. It also turns out that business folks aren't blind, and they like to discuss strategic matters that really matter to the deal. That starts with shunting out the stuff that doesn't matter.

Thing 5: Some technologies are more important than others

Image by Michael Schwarzenberger from Pixabay

I found the hardest issue with implementing change in contracting is what to prioritize. When you have limited time, resources and leadership capital, the changes you emphasize appears to be very significant. Document automation and AI contract review sound cool, while other less glorious things like storage systems and helpdesks also seem important.

One of the best parts about “Sign Here” is that it sets out a list of technologies you should focus on and why. Conversely, it also highlights technologies that you might hear about, but also their not-so-discussed limitations. It's one of the most fun parts of the book, so I won't spoil it for you.

Instead, I'd highlight the most important technologies that I thought were. It broadly matches the insights from the book.

  • Document template automation (Docassemble)
  • e-Signature (we just implemented DocuSign)
  • Intake system (I'm working on it)
  • Knowledge system (Probably try and perfect the SharePoint site we now have)

docassemble – Love.Law.Robots.Love.Law.Robots.Some of my posts on this blog on docassemble.

Conclusion

Buy the book!

#BookReview #LegalTech #Contracts #ContractManagementSystem #docassemble #E-signature #Law

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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How do I get on this legal technology wave? Where do I even start? A “contract management system” or a “document management system” (“CMS”) is a good place. Business operations are not affected, but the legal department can get their hands dirty and show results for it.

If you would like a CMS, then the next question is how actually to do it? If you have the budget and the resources, getting a neat and fancy tech solution is excellent. If you're strapped for cash and need to be creative, a solution may be hiding in your computer.

For this little victory, I present to you the most powerful application in the Microsoft Office family — Microsoft Excel. It’s a spreadsheet program that does well with numbers and formulas, but since it started added fonts and cell shading (apparently it was the pioneer), some people have used for other purposes. This includes our CMS.

Microsoft Office PROTIP : Instead of using Word to lay out complicated information, try using Excel instead. A massive table with multiple rows and columns, or trying to fit too much data on one page. Put all the information in one worksheet and print it to fit the sheet on one page. Done! (You might want to question yourself why you are trying to present something so complicated though.)

Hey, wait a second! Isn’t Microsoft Excel a spreadsheet program? If we are compiling a table of information, shouldn’t we be using a database program? Like Microsoft Access? Wrong tool for the job, right?!

Excel can be used for your Contract Management System

I have got nothing against database programs. Heck, my first programming project when I was a teenager was to create a database application detailing the lives of my hamsters. Reports, Forms, queries — I am quite okay with all that. However, there are several reasons why I would still use Excel.

  • Everyone has Excel: If you already work in an environment with Microsoft Office, everyone has Excel. There is no need to install anything new. Compared to a fancy dandy web app (no guarantees about user interface either) or even Microsoft Access, more people are likely to accept using Excel compared to other applications.
  • Anyone can use Excel : Excel is a battle-hardened program that people of different skill levels have used. You will find that more people are able to access and use your CMS. This is important if you are not going to be the one inputting information into the system. You can actually tell your intern to get in there and just do it. Access (and probably other programs) do have a learning curve, and you will have to teach every new user.
  • Excel has underrated features which are very useful for a CMS : Excel is over 30 years old, but it has been improving all this time. There are two features I would highlight:
  1. Formatting as Table unlocks sorting, filtering by phrases and other dandy stuff. You can even filter and sort by colour. I use these features to filter say the contracts that are expiring in the current quarter. I also can filter information such as the place where the contract is formed or the contracting party.
  2. Pivot Tables also help to organise data in a way to gain new insights. For example, I can find out quickly which jurisdictions my counterparties are from.
  • Hyperlinks: Some organisations may store their soft copy contracts in file servers, and it becomes easy to provide access to such soft copies through hyperlinks quickly. For a listing of General Terms and Conditions which Business uses and Legal has reviewed, you can also embed an object in your Excel file together with Legal and business’s comments. This way, everyone knows which GTC we have reviewed.

You can adopt this Excel CMS Format

Here is a blank format of an Excel Contract Management System you can download. You can modify or adapt it in any way you deem fit.

CMS Format CMS Format.xlsx 15 KB download-circle

Here are a few highlights of the form:

  • The format is divided into a few sections — Meta, Counterparty, Contract Term and Subject.
  • In the Meta section, you can adapt to suit your organisation’s needs and quirks. For example, we need every contract approved by a form, and we link the form here. There is also a link to a soft copy Word-editable version of the contract if it is available.
  • In the Counterparty section, this is information relating to your contract parties (not yourself obviously). You can also have Yes-No (or unsure) columns to filter.
  • The Contract Term and Subject sections refer to important information what you would like to review quickly using the sorting and filtering functions.

Some Limitations in your Excel Contract Management System

The Excel CMS presents a rough and ready format you can use to get your contract management system tooled up quickly. The filter and sorting has immediate benefits even in contract review, since now I can have access to other similar or related contracts across the company to see what are the standards.

However, the system has many limitations:

  • The table is mighty wide and might not fit very well on one piece of paper. It makes data entry difficult, although I find that Excel’s data form does alleviate some of the problem.
  • Summarising data (for example, I want to know all the contracts with Company X, but I do not need to see who the Person in Charge was) is nearly impossible. You can hack it out by freezing or hiding cells, but this is not a long term solution.
  • Data input can be quite tedious. That’s a lot of columns which are prone to arbitrary data input or mistakes. Not to mention that it can be very time-consuming.

However, once you can demonstrate practical benefits and a workflow, stepping up to a real made for the purpose document or contract management system is easier to climb.

Would I still use Excel for Contract Management?Many people would like to use Excel to manage their contract data. After two years of operating such a system, would I still recommend it?Love.Law.Robots.HoufuHere's my follow up to this post – two years after using this system. (Free subscription required)

Conclusion

This little victory challenges the idea that you have to leap into a system someone made for that purpose to get tech on your side. Using tools that your organisation already has and paid for, this is a straightforward hack. For the win!

#tech #MicrosoftOffice #LegalTech #ContractManagementSystem #Updated

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu