creating and managing contracts - corcentric

Creating and Managing Contracts Selectica Contract Performance Management System

Selectica, Inc.

Copyright © 2008 Selectica, Inc. Creating and Managing Contracts

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Creating and Managing Contracts Copyright 2008 © Selectica, Inc. 1740 Technology Drive, Suite 450 San Jose, CA 95110 http://www.selectica.com

World rights reserved. You cannot reproduce the contents of this document, or any part of the contents, without written permission from the copyright holder.


TABLE OF CONTENTS About This Guide................................................................................1

Define Contract Requirements........................................................................................................ 1 Creating and Assembling a Contract Draft......................................... 4

Starting SCPM .................................................................................................................................5 Creating a Contract..........................................................................................................................5

Using the Dashboard tab to Create a Contract............................................................................5 Using the Contracts tab to Create a Contract..............................................................................5 Using a Specific Contract Type tab to Create a Contract ........................................................... 6

Defining Contract Information .......................................................................................................7 Submit Contract Information......................................................................................................... 9 Partially Saving Contract Information..........................................................................................10 Defining Components.................................................................................................................... 11 Example Component ..................................................................................................................... 12 Completing Other Assemble Workflow Steps............................................................................... 13 Export or Print Contract Data....................................................................................................... 13

Generating the Contract Draft ..........................................................15 Questionnaire: Dynamically Generate a Contract Using a Questionnaire.................................. 15

Example: Questionnaire and Dynamic Inclusion ....................................................................16 Generating Contract Draft after the Assemble Workflow ............................................................ 17

Create Contract Draft Version ................................................................................................... 17 Contract Status Information......................................................................................................19 A list of the Terms and Clauses in Effect.................................................................................. 20 The History of Contracts Generated..........................................................................................21 Completing the Generate Stage .................................................................................................21

Negotiating with Contract Documents ............................................. 22 Checking out the Contract............................................................................................................ 23 Reviewing and Editing the Contract Document ...........................................................................25

Using the SCPM Client to Edit the Contract .............................................................................25 Uploading the Contract .............................................................................................................25

Reconciliation/Comparing the Contract...................................................................................... 26 Comparing Terms ..................................................................................................................... 26 Comparing Clauses ................................................................................................................... 28 Comparing Contract Documents.............................................................................................. 30

Check in the Contract ................................................................................................................... 30 Complete the Negotiation ............................................................................................................ 32

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Terminate the Negotiation ........................................................................................................... 32 Contract Approval ........................................................................... 32

Example: Supervisor Approval Required................................................................................ 33 Reassign Button ........................................................................................................................ 34 Reject Button .............................................................................................................................35 Approval Button.........................................................................................................................35 Approval Log............................................................................................................................. 36 PDA Approval Function.............................................................................................................37

Re-negotiating a Contract.................................................................37 Managing Contract Records ............................................................ 39

Manage Buttons............................................................................................................................ 40 Adding Sub-Agreements .................................................................. 40 Resources Sidebar........................................................................... 42

Adding Alerts ............................................................................................................................ 43 Adding Attachments ................................................................................................................. 46 Receiving Electronic Faxes as Attachments............................................................................. 48 Adding an Ad Hoc Task ............................................................................................................ 50 Adding Comments .....................................................................................................................52 Including Contacts.....................................................................................................................52 Emailing Contracts ....................................................................................................................54

Tools Sidebar ...................................................................................55 Edit Workgroup .........................................................................................................................56 View Activity Log ...................................................................................................................... 58 View Current Task .....................................................................................................................59

Example: Purchasing Contract ........................................................ 59 1. Select the Purchasing Contract Type........................................................................................ 60

Use the Dashboard tab to Create a Contract ............................................................................ 60 Use the Contracts tab to Create a Contract .............................................................................. 60 Use a Specific Contract Type tab to Create a Contract............................................................. 60

2. Assembling the Contract Draft..................................................................................................61 2.1 Defining the Contract Information......................................................................................61 2.2 Submitting Contract Info.................................................................................................... 62 2.3 Defining the Components................................................................................................... 64 Example Multi-card Component: Payments with In-line Grid Editing .................................. 66 In-line editing of a Multi-card Component List......................................................................67 In-line Sorting, Hiding and Showing Columns...................................................................... 68

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Changing the Order of the Columns Displayed...................................................................... 69 3. Generating the Contract Draft.................................................................................................. 70

3.1 Creating the Contract Draft Version ................................................................................... 70 3.2 The Contract Status Information ........................................................................................ 71 3.3 Reviewing the List of the Terms and Clauses in Effect .......................................................72 3.4 Reviewing the History of Contracts Generated...................................................................72 3.5 Completing the Assemble Stage ..........................................................................................73

4. Completing the Request Approval Stage ..................................................................................74 5. Collaborating .............................................................................................................................74

5.1 Check out the Contract.........................................................................................................76 5.2 Upload the Contract.............................................................................................................77 5.3 Reconcile and Compare Contract versions......................................................................... 78 5.4 Check in the Contract ..........................................................................................................79 5.5 Complete the Collaborate Stage...........................................................................................79 5.6 Terminate the Collaborate Stage ........................................................................................ 80

6. Completing the Contract Approval Stage..................................................................................81 7. Completing the Execute Stage...................................................................................................81 8. Completing the Contract Mgr Final Approval Stage ............................................................... 83 9. Managing the Contract............................................................................................................. 83

9.1 Manage Buttons .................................................................................................................. 84 9.1.1 The Add Sub (Sub-Agreement) function.......................................................................... 84 9.1.2 The Amend function ........................................................................................................ 85 9.1.3 Resources Sidebar ............................................................................................................ 86 9.1.4 Tools Sidebar.................................................................................................................... 86

Working with Third Party Documents ............................................. 86 Creating a Third Party Collaboration........................................................................................... 87

Third Party Process (Physician Agreement Example):............................................................ 87 Third Party Process (NDA Agreement Example):.................................................................... 88


TABLE OF FIGURES Figure 1. The Contract Creation and Management Process...................................................................... 3 Figure 2. Create box in the Dashboard Sidebar ........................................................................................ 5 Figure 3. All tab under the Contracts tab .................................................................................................. 6 Figure 4. IT tab under the Contracts tab.................................................................................................... 6 Figure 5. Sidebar Card Icons..................................................................................................................... 6 Figure 6. Example Custom Icons per Contract Type ................................................................................. 7 Figure 7. Dashboard Sidebar after Contract Type defined........................................................................ 7 Figure 8. Empty Contract Info form........................................................................................................... 8 Figure 9. Submission Error Message ......................................................................................................... 9 Figure 10. Fields with Error Messages.................................................................................................. 10 Figure 11. Contract Information displayed for review........................................................................... 10 Figure 12. Save As Draft button............................................................................................................. 11 Figure 13. Contract record Partial Save icon........................................................................................ 11 Figure 14. System Message for a Partially Saved contract record ........................................................ 11 Figure 15. Sidebar moving thru the Life Cycle ...................................................................................... 12 Figure 16. Empty Reporting Statement component list .......................................................................... 12 Figure 17. Reporting Statement form ..................................................................................................... 12 Figure 18. Review Report Statement ...................................................................................................... 13 Figure 19. Reporting Statements list ...................................................................................................... 13 Figure 20. Complete button in Assemble workflow stage ...................................................................... 13 Figure 21. Export Contract Data to PDF, HTML or Excel ................................................................... 14 Figure 22. True/False questions............................................................................................................. 15 Figure 23. Multiple Choice questions .................................................................................................... 15 Figure 24. Generate Workflow with Questionnaire ............................................................................... 16 Figure 25. Questionnaire ....................................................................................................................... 16 Figure 26. Contract generated from Dynamic Inclusion ....................................................................... 17 Figure 27. Generate Contract form........................................................................................................ 17 Figure 28. Preview of Contract Clause List ........................................................................................... 18 Figure 29. Generated Contract .............................................................................................................. 19 Figure 30. Terms tab listing all terms used in contract.......................................................................... 20 Figure 31. Clause tab listing all clauses used in contract...................................................................... 21 Figure 32. Check boxes for Comparison................................................................................................ 21 Figure 33. Complete Generate Stage ..................................................................................................... 22 Figure 34. Sidebar Showing a Completed Generate Stage .................................................................... 22 Figure 35. Negotiate Workflow .............................................................................................................. 23

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Figure 36. Edit contract in Negotiate Stage of Workflow ...................................................................... 23 Figure 37. Prompt to open or save contract........................................................................................... 24 Figure 38. Contract in Negotiation and locked for editing .................................................................... 24 Figure 39. Contract Draft Upload Screen.............................................................................................. 25 Figure 40. Contract uploaded with Term & Clause variances .............................................................. 26 Figure 41. List of Terms with Variances ................................................................................................ 26 Figure 42. List of Clauses with variances .............................................................................................. 28 Figure 43. Checked in contract .............................................................................................................. 31 Figure 44. Regeneration - Rejection Confirmation screen..................................................................... 32 Figure 45. IT Approval Workflow .......................................................................................................... 33 Figure 46. Supervisors open tasks.......................................................................................................... 33 Figure 47. Buttons available for approval task...................................................................................... 34 Figure 48. Reassign approval task ......................................................................................................... 35 Figure 49. Reject approval task ............................................................................................................. 35 Figure 50. Approval Confirmation Comments ....................................................................................... 36 Figure 51. Completion of Approval starts Manage Stage ...................................................................... 36 Figure 52. Approval log in the Activity Log........................................................................................... 37 Figure 53. Manage Workflow screen with Renegotiate button .............................................................. 38 Figure 54. Rejection Confirmation screen ............................................................................................. 38 Figure 55. Rejected Contract and beginning of Negotiate Workflow .................................................... 39 Figure 56. Managing Contracts Stage ................................................................................................... 40 Figure 57. Parent contract in Manage stage.......................................................................................... 41 Figure 58. New Sub agreement in Assemble stage................................................................................. 41 Figure 59. Related Records Sidebar area with sub-agreements ............................................................ 42 Figure 60. Contracts page showing appended IDs ................................................................................ 42 Figure 61. Resources.............................................................................................................................. 43 Figure 62. New Alerts form.................................................................................................................... 44 Figure 63. Alert Confirmation Page....................................................................................................... 45 Figure 64. Completed Alert.................................................................................................................... 46 Figure 65. eMail Alert Exampleexample................................................................................................ 46 Figure 66. List of Attachments ............................................................................................................... 47 Figure 67. New Attachment form ........................................................................................................... 48 Figure 68. List of Attachments ............................................................................................................... 48 Figure 69. New Fax form ....................................................................................................................... 49 Figure 70. Information Panel with fax cover sheet successfully generated ........................................... 49 Figure 71. Attachment Fax Coversheet Example ................................................................................... 50 Figure 72. List of Ad Hoc Tasks............................................................................................................. 51

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Figure 73. New Ad Hoc Form ................................................................................................................ 51 Figure 74. List of Comments .................................................................................................................. 52 Figure 75. New Comments form............................................................................................................. 52 Figure 76. Contacts List ......................................................................................................................... 53 Figure 77. New Contacts form ............................................................................................................... 53 Figure 78. List of Emailed Contracts ..................................................................................................... 54 Figure 79. New Email form.................................................................................................................... 55 Figure 80. Tools ..................................................................................................................................... 56 Figure 81. List of Workgroups ............................................................................................................... 57 Figure 82. Edit Workgroup panel........................................................................................................... 57 Figure 83. Example Activity Log page ................................................................................................... 59 Figure 84. Create box in the Dashboard Sidebar .................................................................................. 60 Figure 85. All tab under the Contracts tab............................................................................................. 60 Figure 86. Purchasing tab under the Contracts tab............................................................................... 61 Figure 87. Purchasing Contract Initial Screen ...................................................................................... 62 Figure 88. Submission Error Message ................................................................................................... 63 Figure 89. Fields with Error Messages.................................................................................................. 63 Figure 90. Current Lifecycle Task is Highlighted .................................................................................. 63 Figure 91. Contract Information displayed for review........................................................................... 64 Figure 92. Current Lifecycle Task is Highlighted .................................................................................. 65 Figure 93. Empty Payment Component List........................................................................................... 66 Figure 94. Payments form ...................................................................................................................... 66 Figure 95. Payment List with New Payment Added ............................................................................... 66 Figure 96. Review Payment Form.......................................................................................................... 67 Figure 97. Payments List........................................................................................................................ 67 Figure 98. Edit Field Values from the Component List Screen.............................................................. 68 Figure 99. Edited Field Values in the Component List Screen............................................................... 68 Figure 100. Sort a Column in the Component List Screen....................................................................... 69 Figure 101. Choose Which Columns to Display in the Component List Screen ...................................... 69 Figure 102. Changing the Order of the Columns Displayed.................................................................... 70 Figure 103. Generate Contract form........................................................................................................ 70 Figure 104. Generated Contract Information .......................................................................................... 71 Figure 105. Check boxes for Comparison................................................................................................ 73 Figure 106. Complete the Assemble Stage ............................................................................................... 73 Figure 107. Sidebar Showing a Completed Assemble Stage .................................................................... 73 Figure 108. Collaborate Workflow and Summary screen ........................................................................ 75 Figure 109. View Approval Details in the Collaboration Summary Screen............................................. 76

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Figure 110. Edit Contract in Collaborate Stage of Workflow.................................................................. 76 Figure 111. Prompt to open or save contract........................................................................................... 77 Figure 112. Contract in Negotiation and Locked for Editing .................................................................. 77 Figure 113. Contract Draft Upload Screen.............................................................................................. 78 Figure 114. Contract uploaded with Term & Clause variances .............................................................. 78 Figure 115. Checked in Contract ............................................................................................................. 79 Figure 116. Rejected Draft - Rejection Confirmation Screen .................................................................. 80 Figure 117. Rejected Draft – Status Screen in Assemble Stage ............................................................... 80 Figure 118. Contract Approval – Initial Screen....................................................................................... 81 Figure 119. Execute Workflow and Summary screen............................................................................... 82 Figure 120. Execution Checklist Form..................................................................................................... 83 Figure 121. Purchasing Contract Manage Stage Example...................................................................... 84 Figure 122. Original Contract in Manage Stage ..................................................................................... 85 Figure 123. New Amendment in Amend stage.......................................................................................... 85 Figure 124. Related Records Sidebar area with Amendment................................................................... 86 Figure 125. New Third Party Contract form............................................................................................ 87 Figure 126. Upload Third Party Contract ............................................................................................... 88 Figure 127. NDA Contract Agreement Info Screen.................................................................................. 89 Figure 128. NDA Assemble Life Cycle with Third Party field selected.................................................... 90 Figure 129. Initial NDA Collaborate screen for Third Party Contract ................................................... 90 Figure 130. Upload Third Party Contract ............................................................................................... 91


About This Guide The general process for creating and executing a contract includes four key workflow stages:

Assemble Collaborate/Negotiate Approve Manage

The Assemble stage is where you draft the contract. You enter terms and answer questions using the Selectica Contract Performance Management (SCPM) user interface. Your answers determine the contents of fields and clauses in a template designed for your specific contract type. Business term values, such as parties to the contract, sales terms, and effective dates, are integrated with general and special conditions in the form of general clauses and special conditional clauses that are included according to the special circumstances of the contract.

The Collaborate/Negotiate stage is where you share the draft, negotiate with other people to refine and clarify language, and agree on terms. The Approve stage, if there is one, is where decision makers agree on the draft and formally approve it. The Manage stage is where the electronically stored contract is administered to manage compliance, obligations, payments, and all milestones.

These stages are covered in this document, as shown in Figure 1. The following paragraphs describe the chart.

Define Contract Requirements Your organization has unique requirements for its contract relationships with the other organizations and individuals. You have a number of transactions such as buying, selling, subcontracting, and the number of contracts you have to manage is high. For example, your contracts must support cost structures, business practices, and long‐term objectives that cannot be met by using contracts drafted for other organizations. After some study your business people and legal department defines a set of standard contracts with optional clauses, terms, and tracking requirements. You conclude that you need specialized software to automate and streamline contract management to help you draft contracts, negotiate terms, gain approvals from appropriate people in your organization, and manage the resulting commitments.

To meet these requirements you acquire an SCPM system, and Selectica Professional Services customizes the system to meet your requirements.

Here is a little more detail about the SCPM workflow:

1. Log on to SCPM.

2. Assemble Contract Records

Follow the well‐defined workflow to assemble all contract records, using forms with wizard features that prompt you through the steps. Depending on the contract type, you provide details such as on the parties to the contract, equipment, software, payment terms, and end of contract options. Based on the template for the particular contract type, you generate a draft document in Microsoft Word format that pulls together all the contract text, terms and clauses, including those that are conditionally included, based on other contract records.

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3. Generate a contract draft.

Create a file with the terms and conditions integrated into the template.

4. Negotiate using the contract draft.

With the draft contract and other records as the medium of communication, you facilitate negotiation and collaboration. The workflow prompts interested parties for feedback, comment, and corrections, keeping track of who makes proposed changes. As an alternative, you can accept a contract draft from a 3rd party and synchronize terms you developed in your Assemble workflow.

5. Approve terms, clauses, and the contract draft.

SCPM prompts the parties responsible to approve terms, clauses, or the negotiated contract in its entirety. SCPM provides you with a lot of flexibility in defining who views and approves the various components of the contract. (Approvals can also be required after other stages are completed, e.g. after the Assemble stage).

6. Manage Contract Records.

SCPM stores the contract in protected form and incorporates all records to be administered in a workflow. Alerts notify of events related to your specific contract. You can now manage the life of the contract by tracking performance milestones, payments, compliance, and other terms to make sure all parties get what they bargained for.

These stages are covered in this document, as shown in the following chart.

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Define Contract Requirements

Log on to SCPM

Figure 1. The Contract Creation and Management Process

If you are a new SCPM user, you should read the Getting Started Users Guide to understand the system’s basic features and functions that are referred to in this document.

IMPORTANT NOTE: Each organization is configured and customized for the particular process they follow. All user interface screens shown in this document are examples of the Selectica demo user interface. The custom frame and content of your user interface will differ according to your unique requirements at the time when SCPM was configured.

On Dashboard tab

Enter Basic Contract Info

Workflow Assemble Contract Records - Define Summary terms - Describe Contract-specific details - Get Attachments by uploading or from Fax - Generate Initial Contract Draft

Start Contract Development Process Create Contract

Workflow Collaborate Through Contract Records - Integrating with Microsoft Word - Working with Contract Documents - Collaborating with Third-party Documents- Synchronizing Terms

Workflow Manage Contract Records - Locating Contracts of Interest - Tracking Contract Activity - Adding Alerts - Adding Sub-agreements

On Contracts tab

Workflow Approve Contract

On Contracts tab On Contracts tab

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Creating and Assembling a Contract Draft No two contracts are the same. As a rule, however, each organization has a basic set of a well‐defined contract types that are used the most. Example contract types are Employee, IT, Non‐disclosure Agreements, Purchasing, and Physician Agreements. Each contract type has a common set of clauses and business terms that can be defined as a contract template for all such contract types. For example, a contract to purchase a piece of equipment is made up of a set of specific business terms that drive a unique set of related business processes. By storing the data associated with these key business terms in its repository, the SCPM helps you monitor and adjust the business processes involved in creating a contract by means of searching the information, generating reports, and tracking compliance activity.

The content of the contract records consists of business terms, effective dates of the contract, parties to the contract, and all the other kinds of information required to constitute the classic “meeting of the minds.” Contract records are defined using SCPM web forms. The forms prompt input from the user to fill out the information required for standard contract types. The forms also provide convenient ways to incorporate documents from external sources into the finished contract. This chapter focuses on the process for assembling new records using web forms.

The first step in developing a contract is to define the contract requirements. What kind of contract is it? Is the contract to purchase something? Is the contract to sell something? Is the contract to engage a person’s services? When this is determined, the next step is to choose the Contract Type. You ask if your target contract fits one of the standard Contract Types. For example, standard Contract Types configured and seen in this guide are:

• IT Contract

o Business process workflow: Assemble Collaborate Manage

o Approval workflow options: after the Assemble and Collaborate stages.

• Physician Agreement

o Business process workflow: Assemble Generate Negotiate Manage

o Approval workflow options: after the Generate and Negotiate stages,

• Purchasing Agreement

o Business process workflow: Assemble Collaborate Execute Manage

o Approval workflows options: after the Assemble, Collaborate, Execute, Manage, and Amend Stages

This chapter explains the process you follow to assemble a contract draft. The Assemble workflow stage consists of a number of tasks. The first task is to define the basic contract information. Typically a number of additional tasks are provided to define details of the contract terms, such as specific hardware or software descriptions, payment terms, and so forth. These tasks are generally optional.

The last task of the Assemble workflow is the optional one of generating a contract draft for use in the Collaborate or Negotiate stage. If you choose not to generate a draft contract, you can upload a contract draft from a Third Party and continue with the Collaborate or Negotiate stage

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described in the Negotiating with Contract Documents section. For details on how to work with a Third Party contract draft, refer to the Creating a Third Party Collaboration section.

To emphasize, the result is a draft of one of the standard contract types preconfigured into SCPM for your organization. The resulting contract draft is then used in the next step in finalizing the contract where you collaborate with parties to the contract, and other contract‐related contacts, both in‐ and outside your organization.

Since there are many ways to apply the SCPM to develop contracts, this chapter steps you through a general procedure using a Physicians Agreement as an example for the purpose of displaying feature functionality.

Starting SCPM Logging in to the SCPM system is described in the User Guide, Getting Started. When you are logged on, the Dashboard screen is displayed. The features of the Dashboard are designed to keep you updated and provide you easy access to the information pertaining to contracts associated with your role in your Organization.

Creating a Contract Using the Dashboard tab to Create a Contract On the Dashboard tab you are prompted to create a Contract, Clause, or Customer Profile.

Figure 2. Create box in the Dashboard Sidebar

Select your Contract Type from the list. See the Defining Contract Information section to continue with the contract creation process.

Using the Contracts tab to Create a Contract On the Contracts tab click the All tab. You are prompted to create a contract by the following:

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Figure 3. All tab under the Contracts tab

Select your Contract Type from the pull‐down list and then click Create. For example, select Physician Agreement and click Create. See the Defining Contract Information section to continue with the contract creation process.

Using a Specific Contract Type tab to Create a Contract On the Contracts tab click the tab that shows the specific type of contract you want to create. For example, if you want to create an IT Contract, click the IT tab. You are prompted to create a contract by the following:

Figure 4. IT tab under the Contracts tab

Click Create. See the Defining Contract Information section to continue with the contract creation process.

Sidebar Card Icons

When the Sidebar displays workflow tasks, card‐shaped icons appear to the left of each task. See the example Assemble workflow in the figure below. Two kinds of card icons are used: Single‐ and Multi‐card.

Singlecard icon

Multi‐card icon

Figure 5. Sidebar Card Icons

A Singlecard icon indicates that one, and only one set of entries completes the task. For example, if you are starting the assembly of an IT Contract, you must fill out one form with contract information.

A Multi‐card icon indicates that the number of entries to complete the task can be none, one, or many entries. In the example of describing the hardware in an IT Contract, you can enter no hardware item, one hardware item, or a list of many hardware items.

These icons can be configured to suit specific Contract Types. See the following examples.

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Figure 6. Example Custom Icons per Contract Type

Defining Contract Information For our example, we select the Physician Agreement Contract Type. The Sidebar now displays Physician Agreement workflow tasks.

Figure 7. Dashboard Sidebar after Contract Type defined

You can see the top‐level contract management stages: Assemble, Generate, Negotiate, and Manage.

In the workflow you are at the beginning of the Assemble stage. This is indicated by the open box to the left of the word Assemble. The other top‐level task boxes are gray to indicate they are not currently part of your workflow. When all the Assemble steps are complete, this box will be filled in with a check mark.

During the Summary task, the Main Page now displays the input form for Contract Info.

This prompts you to enter the contract information into the form fields.

Note: the following symbols are there to assist you with data entry:

signifies that the field is required. The icon means that there is help

text for that field. Put your cursor over or click on the icon to view the

help text. Date fields have a calendar icon allowing you to click to choose the date from a calendar popup. If a field will only accept a certain format,

you will see a notation such as this one by the data entry field ,

fields with a icon by the data entry field allow you to click the icon to choose from a list of values. Scroll down to view all of the Business Term fields.

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Move from one field to the next using the keyboard tab key.

Figure 8. Empty Contract Info form

Note: You can cancel the entry of the Contract Info at any time by clicking the Cancel button.

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Contract Field Types SCPM supports many field types. The table below demonstrates the types found in the Physician Agreement contract example. (A more complete list of field types can be found in the Using the Composer Suite User Guide section on Working with Fields.)

Submit Contract Information When you are finished with all your entries, click the Submit button.

Submission Error

If you have made any errors in your entries, such as not filling in a required field, an error message will be displayed indicating the type of error.

Figure 9. Submission Error Message

The erroneous fields will also be highlighted in red with a message.

Field Type Field Description Example Field

Editable text You can accept the generated Contract ID or replace it with your own.

Physician Name

Drop‐down list Multi‐Select enumerated field Department

Read only Uneditable field either system generated or calculated from other fields

Contract ID

Appointment Duration

Date Choose date by clicking calendar icon Commencement Date

Check boxes Multi‐Select Boolean indicating True or False Practice Types

Radio buttons Single‐Select Boolean indicating True or False Affiliation Checklist

Number Number formats including integer, decimal, and percent

Annual Salary

Multi‐line text Free‐form text input in a multi‐line text box Not shown

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Figure 10. Fields with Error Messages

Correct the errors and click the Submit button again.

The Sidebar now shows your step in the Assemble workflow with Summary highlighted.

All items in the Assemble workflow list are hyperlinks. This allows you to select any part of the Assemble workflow to work in, and to go back and revise information as required.

The Summary Information is displayed on the Main Page for your review. The following is an example.

Figure 11. Contract Information displayed for review

If the information displayed needs to be changed, click the Edit button to redisplay the Contract Info form, and to make the required corrections.

If the information displayed is correct, click the Next… button to finish the Contract Info entry and the Summary step and move to the next one (the Service History step in this example).

Partially Saving Contract Information There is an optional functionality that can be implemented in a contract type which will allow the user to partially enter information into a Page and then save the information in an

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incomplete ‘Draft’ record. A user can save an incomplete ‘Draft’ record by clicking the Save As Draft button:

• missing required fields

• missing fields required in calculation by other fields

Figure 12. Save As Draft button

This contract is marked with the status as ‘Draft’ as are other contract records not in the Manage stage. However, when in an incomplete “Draft” status:

• an “Incomplete” icon, , will be displayed in the Contracts tab repository list providing a visual of the contract records that have been partially saved

Figure 13. Contract record Partial Save icon

• the contract record will not appear in an LBO (linked business object) referenced list.

• a system message will be provided notifying the user that the record has been partially saved as an incomplete “Draft” when the contract record is opened

Figure 14. System Message for a Partially Saved contract record

When the contract information is complete, the user can then save or submit the information with the system validations as described in the prior section Submit Contract Info.

Note: The security for these incomplete “Draft” contracts will behave like the standard SCPM contracts. However, SCPM can be configured to filter access to these contract records via the tabs and sub tabs.

Defining Components The Sidebar now shows this step in the Assemble workflow with Service History highlighted.

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Figure 15. Sidebar moving thru the Life Cycle

Continue through the Assemble stage of the workflow and Edit the fields.

The following Workflow tasks are optional and can be filled out or skipped. The tasks are Singlecard (single item entry allowed) and Multi‐card (multiple item entries allowed) entries:

• Service History (single)

• Reporting Statements (multi)

• Vacation Credits (multi)

• Contacts (multi)

Since this is a new contract you are developing, all Multi‐card lists are empty, as shown below.

Figure 16. Empty Reporting Statement component list

To create an entry in a Multi‐card component, click the Add button in the upper right corner. You can add as many entries as you need.

Example Component When you click Add in Reporting Statement, the following example form is displayed.

Figure 17. Reporting Statement form

Enter the information. Fields on the form marked with an asterisk (*) are required and must be filled. When your entry is complete, click Submit.

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A summary of the Report Statement is displayed for review. The following is an example.

Figure 18. Review Report Statement

If the description is good, click Done. Since this is a Multi‐card, you can repeat the Add sequence as many times as needed. The following shows a list of Report Statements.

Figure 19. Reporting Statements list

Completing Other Assemble Workflow Steps The steps of the Assemble workflow depend on your particular configuration. Complete them as required. To complete the Assemble Workflow stage and move into the next stage, click the Complete button.

Figure 20. Complete button in Assemble workflow stage

Export or Print Contract Data You can choose to Export the contract data of an entire Stage or single Component of a contract record by clicking on the pull down icon labeled Export which appears on the Section bars within the contract record (refer to the Figure below). When you click on this icon you can select to export the data to PDF, HTML or Excel format.

You can export all of the information entered for a particular Stage (e.g. the Assemble Stage in the example below) by clicking on the Export icon in the Header Section. Or you can export only the information of a single Component by clicking on the Export icon in the selected Component Header section.

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Export all of the Assemble Stage data.

Click here to export just the Summary Component data.

Click here to export just the Service History Component data.

Figure 21. Export Contract Data to PDF, HTML or Excel

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Generating the Contract Draft After capturing business terms in the contract record, the next step after the Assemble process is to generate the draft contract document.

If you have the privilege to generate the draft contract in this Assemble task, follow the procedures given in this chapter. If you are working with a Third Party contract, you skip this chapter and continue to work with Third Party paper. For details, see the Creating a Third Party Collaboration section.

All contract information, including the legal terms and conditions completed in the form fields, are merged with the contract template to create a draft contract in MS Word format. This text file can be viewed or printed just as contracts created in the traditional way.

For more information about templates, see the Using the Word Add‐in Client User Guide.

Questionnaire: Dynamically Generate a Contract Using a Questionnaire An alternative to filling out a form is to answer questions from a questionnaire or “wizard.” Selectica offers highly configurable questionnaire options that are more compelling because they are presented as a tree of choices. Selectica Professional services can assist with creating a questionnaire that can develop a series of ideas, preferences, or an experience profile that can be used in contract generation to select Clauses, Terms, or specific text for a contract.

The questionnaire provides the ability to dynamically generate contracts and automatically include business Terms and Clauses, if certain condition exists. The conditions can be simple or a complex decision tree. The creation and editing of Dynamic Inclusions is described in the guide, Using the Composers Suite.

A simple case of Dynamic Inclusion is one in which a clause is included in the contract, based on the value of a Business Term. You might want to include the Clause in the Contract, if the length of a field exceeds some value – 6 months, for example. When that value is determined by the system to be greater than 6 months from today, the Clause is automatically included in the Contract when it is generated.

A convenient feature is the ability to include a series of questions, each of which results in the inclusion of one or more Clauses.

Figure 22. True/False questions

Figure 23. Multiple Choice questions

Depending on the answer selected by the user, the system processes the dynamic inclusion rules

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and marries it with the contract template to generate the draft contract.

Example: Questionnaire and Dynamic Inclusion The Physician Agreement Workflow presents an example questionnaire. The questionnaire is part of the Generate Workflow. The answers are used to make Dynamic Inclusions.

Figure 24. Generate Workflow with Questionnaire

To make entries on the questionnaire, click Edit.

The following example questionnaire panel is displayed.

Figure 25. Questionnaire

Make your entries and click Submit. You can re‐edit or click Next to continue with the Create Contract part of the Workflow.

Below is a sample contract. The clause highlighted in red was dynamically included based on the

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answer from the Questionnaire. ***

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Physician and Medical Center intending to be legally bound, agree as follows:

1. APPOINTMENT

Medical Center offers and the Physician accepts an appointment at Medical Center for a period of 368 (“Year”) commencing on (“Year”) commencing on 10/28/2006 and ending on and ending on 10/31/2007 unless terminated sooner in accordance with the provisions of this Agreement or the Physician Manual, as amended from time to time (the “Term”). No appointment beyond the Term is promised, assured, or to be implied by this Agreement. Reappointment shall be determined in accordance with the specific policies set forth in the Physician Manual.

2. FINANCIAL SUPPORT

Medical Center shall pay Physician annual salary of $ $123,123.00 in equal bi-weekly installments during the Term, unless the Agreement is terminated per Section 7, in which case, Physician shall not be entitled to any Medical Center financial support or benefits under this Agreement as of the effective date of the termination. The Physician is eligible to receive a bonus of in equal bi-weekly installments during the Term, unless the Agreement is terminated per Section 7, in which case, Physician shall not be entitled to any Medical Center financial support or benefits under this Agreement as of the effective date of the termination. The Physician is eligible to receive a bonus of 0.0%.

***

Figure 26. Contract generated from Dynamic Inclusion Figure 2. Figure 1

Generating Contract Draft after the Assemble Workflow Depending on your system SCPM configuration, your Workflow may give you the option to generate a contract draft. Click the Create Contract link under the Generate stage in the Sidebar.

Create Contract Draft Version The Generate Contract With drop‐down selection list holds the list of templates currently available for the Contract Type you are developing.

Figure 27. Generate Contract form

If a single template is available, when you select the Clause List button, you are provided with the list of clauses to be included in the contract. If there are multiple templates available, select the template from the pull‐down list and a preview of the clauses to be included using that template will automatically be listed.

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Figure 28. Preview of Contract Clause List

To generate a contract draft, select the contract template in the Generate Contract With field.

Click Create.

The system populates the template with the contract data entered in the Assemble stage, and generates a draft version in the repository.

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Figure 29. Generated Contract

The Generated Contract form provides the following information:

• Template selection options

• Contract status information

• A list of the Terms and Clauses in effect

• The History of Contract versions generated

• Version comparison

Contract Status Information Below the Generate New Draft panel, the current status is displayed. This is information about the current contract draft generated. Some of it you entered during the Assemble Workflow and some of it is automatically defined by the SCPM system.

The following fields are of particular interest:

Contract Status

Template Selection

Terms & Clauses included in Version 3

History of Versions


Field Name and Description Example

Name is the filename of the current draft version

Document3300.doc

Version is the current count of the draft version(s) created

3 means the current file is the third contract draft generated. Look under the History panel for the listing of the three versions and a link to view each one. Also note that the current version number will also be displayed with the Create Contract link in the Sidebar.

Template Used is the filename of the contract template used in creating the current version

Physician_Agreement.doc is the template file that was used to create contract file Document3300.doc.

Download and View buttons You can view this contract version by clicking on the corresponding Download button to view it in Microsoft Word or by clicking the View button to view the document in a browser window without launching Microsoft Word.

Create PDF button This link generates the contract draft in a PDF format.

Next button Click the Next button to go back to the Generate screen (or click the Generate link in the Sidebar).

A list of the Terms and Clauses in Effect Two tabs are displayed, the Terms tab and the Clauses tab. Under the Terms tab is listed all of the Terms and their values used in the most recent contract draft version.

Figure 30. Terms tab listing all terms used in contract

Under the Clauses tab is listed all the Clause names used in the most recent contract draft version.

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Figure 31. Clause tab listing all clauses used in contract

The History of Contracts Generated On this panel is listed information on the versions of the contract drafts created. You can compare two versions or view them individually.

Comparing Document Versions

The History panel lists all draft versions of the contract that have been created and checked into the Server. If there are multiple draft versions, Selectica provides two methods for comparing these contracts. Microsoft Word Compare uses standard Microsoft features to perform a side‐by‐side document comparison. Refer to Microsoft online help for more details. Selectica Compare tracks business terms and clauses that were used in each contract draft and lists the additions, deletions, or updates which were made between any two versions.

At the end of each line in the History list is a check box. You can compare any two versions by clicking on the corresponding two check boxes to select the versions, and then by clicking the Compare or Word Compare button.

√

√ Compare contract versions

Figure 32. Check boxes for Comparison

Download or View a Contract Version

You can view a contract version by clicking on the corresponding Download link to download and/or view it in Microsoft Word or by clicking the View link to view the document in a browser window without launching Microsoft Word.

Completing the Generate Stage After you have created the contract, you will need to complete the Generate stage so that you can begin contract negotiations.

If you want to re‐create the contract before going to the Negotiation workflow, click the Create Contract link under the Generate workflow in the Sidebar listing to revisit that stage.

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When you are satisfied, click the Generate link in the Sidebar and then click the Start Negotiation button, as shown in the Figure below.

Figure 33. Complete Generate Stage Start Negotiation

After clicking Start Negotiation, the Sidebar shows that the Generate stage is complete by displaying a checkmark next to it. The Negotiate stage is now available to work in. The number to the right of the Reconciliation task will always show the current number of contract versions that have been checked into the Server.

Figure 34. Sidebar Showing a Completed Generate Stage

You have now completed the basic steps needed to create and generate a contract document. From here, you can collaborate with customers outside of your organization to negotiate contract terms.

Negotiating with Contract Documents With the completion of the Assemble and Generate stages of the Workflow, you are ready to start the Negotiate stage.

Click the Negotiate link in the Sidebar. The following is an example of a Negotiate screen which provides a summary and history of the contract versions that have been created.

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Figure 35. Negotiate Workflow

This stage marks the point in the workflow where you collaborate with other people to refine and clarify language, and agree on terms. You facilitate negotiation using the final draft contract generated in the previous stage.

Checking out the Contract To lock the contract and initiate editing:

1. Click the Contract Summary link in the Sidebar. The following screen is displayed.

Figure 36. Edit contract in Negotiate Stage of Workflow

Note: The Synchronize Term Button in the Negotiate Stage in this example contract type is only displayed when a contract document is not checked out. During this time, if contract terms were available to be edited in this Stage and term(s) were changed, the Synchronize Term function would allow you to incorporate these changes in the last contract version so that the Server values and the latest contract document are in synch.

2. Click the Check Out button to lock the current version (Version 2 in the above example) of


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the contract for editing.

3. You are prompted to Open or Save the contract.

Figure 37. Prompt to open or save contract

If you click Open, the current contract version is opened in MS Word for editing.

If you click Save, you are prompted to save the current contract version (e.g. to your desktop or another disk drive), so that you can open this file later in MS Word for editing.

After you have either opened or saved the file, the following screen is displayed. The ion contract record is locked, the date the contract was checked out, by whom, and the vers

number is recorded. The Check Out button is replaced by the Cancel Check Out button.

Figure 38. Contract in Negotiation and locked for editing

4. The contract draft file is locked in your name and a local copy downloaded and stored where

d using the Add‐in Client. See section Using the

5. The xt version or to cancel the check‐out and revert back to

be uploaded. See section

you saved it. At this point you can:

Edit the draft contract in MS WorSCPM Client to Edit the Contract to edit the file.

Circulate the draft for others to review and edit.

Send the draft to a customer.

next step is either to upload the nethe last version that was checked‐in to the Server. You can:

• Click Upload. You are prompted to browse to the file to


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Uploading the Contract.

Click Cancel Check Ou• t. This unlocks the contract record on the server and returns you

• stage.

Using the SCPM Client to Edit the Contract PM Client. However, it is recommended

d‐In

to the beginning of the Negotiate stage. See section Checking out the Contract.

Click Next…. The Workflow goes to the Reconciliation task of the Negotiate

Reviewing and Editing the Contract Document

You can edit the contract using MS Word without the SCthat you modify the contract using the SCPM Add‐in Client, if you plan to add Clauses or business Terms. For details on using the Client, refer to the User Guide, Using the Word Ad Client.

Note: If the document has business term fields that are in unprotected sections, use caution when editing the file to avoid accidental deletions. you delete a grey field, you can no longer synch that item with its associatefield in the document stored in the SCPM repository. Thus, edits should be made carefully, using the arrow and backspace keys. For this reason, when creating templates, Selectica recommends that you protect sections containing business term fields.

If d

Uploading the Contract ad it, the business terms and clauses changed are listed and

red

After editing the contract, you uploreviewed, and if approved, the contract is checked‐in to the SCPM server where the business terms changed are updated, the clause changes are recorded, and the new contract version stowith a new version number.

The first step is to upload the contract, for analysis, and comparison with the original.

To upload the file:

1. From the Contract Summary or Reconciliation screens, click the Upload button.

You are prompted to upload the contract with the following screen.

Figure 39. Contract Draft Upload Screen

The document naming convention used by the system is Document<Contract em can still

2. Document8287427.doc in this example) for

Tracking#>.doc. You can change the document name, when uploaded, the systvalidate if the document belongs to the contract.

Click the Browse button to select the edited file (


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Upload.

3. Click Submit.

e document belongs to the contract. The file is uploaded and saved to the ft

locked in

ciles it with the versions

SCPM verifies thSCPM repository and the Terms and Clauses used logged (with changes to the previous dranoted and described in the next section). The system then moves to the next step, Reconciliation. The version number is incremented. The contract record remains your name until it is checked in.

Reconciliation/Comparing the Contract When you upload a document, SCPM scans the document and reconstored in the repository. The variances between versions appear under the Terms and Clausestabs, as shown in the figure below and described in this section.

Figure 40. Contract uploaded with Term & Clause variances

Comparing Terms see the list of Terms that differ between versions, as shown in the Under the Terms tab you

following figure.

Figure 41. List of Terms with Variances

Each row is divided into columns. The following table describes the Terms tab column entries, based on the example values on the Terms tab in Figure 41.

Terms Tab Column Description

Tabs showing variances


Terms Tab Column Description

Action A component varies (has changed) between versions of the draft. Possible values are:

, , or

Component Displays the contract record component being compared.

Field Displays the names of fields that changed between versions.

Version m Where m is the number of the draft compared

Displays the value of the last uploaded version. Example: In Figure 41 the last uploaded version is #3 with Annual Salary “525,000.00”.

Version n Where n is the number of the draft compared

Displays the value of the last ‘non‐draft’ version (the version last generated by the SCPM server). Example: In Figure 41 the last version #2 was generated by the SCPM server with Annual Salary “500,000.00”.

Server Value Displays the current server value. Depending on your system configuration, this value may have changed after the contract was generated, while it was in negotiation. Example: In Figure 41 the current server value for Annual Salary is “500,000.00”.

Alerts/Errors Displays Alert status and any error messages.

‐‐ Accepted Variance: a green box appears ‐‐ Accepted Warning Variance: a yellow box appears:

Example: ‐‐ Error or unaccepted variance: a red box appears

Example:

Note: If a read‐only field changes in the contract, the system flags this as a warning. Continuing with the check‐in will not overwrite the server values. User must manually change the server value or turn off read‐only feature on the field.

The following row shows that the Tracking# field was added to the Agreement Summary Component in Version #3. Since this is the latest version, it also shows up as Draft under the Server Value column. The field was absent from the previous version #2 so no value appears there. A warning is displayed because the Term is read‐only on the server.

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These rows show two Terms were changed: Annual Salary and Bonus.

The following row shows the HIPAA Term was deleted from Version #3.

Comparing Clauses Under the Clauses tab you see the list of Clauses that differ between versions, as shown in the following figure.

Figure 42. List of Clauses with variances

Each row is divided into columns. The following table describes the Clause tab column entries, based on the example Clause tab values in Figure 42.

Clause Tab Column

Description

Action A component varies between versions of the draft. Possible values are:

, , or

Clause Name

Displays the clause component being compared. Example: Termination by Mutual Agreement .

Unique Name

Displays the unique name for the clause. Example: TermMutAgrMed

Risk The chance of the clause being a specified hazard to the contract. Example: Medium.

Category The classification for the clause. Example: TERMINATION.

Contract Type

The contract type associated with the clause. Example: Physician Agreement.

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Clause Tab Column

Description

Version n Where m is the number of the draft

Compares the value of the last ‘non‐draft’ version (the version last generated by the SCPM server) with the current draft version.

Click to see the Clause changes from the version indicated in the column header and the last uploaded version. Changes are noted in red text. Example: In Figure 42 the last version #2 was generated by the server and version #3 is the current version uploaded by the user. If you click View Changes under version #2 you will view the changes between version #2 and version #3.

Clause Library

Compares with the current server value with the current draft version.

Click to see the Clause changes from the Clause Library version and the most recent version. Changes are noted in red text. Example: In Figure 42 if you click View Changes under Clause Library, you will view the changes between the server version and the current draft version #3.

Alerts/Errors Displays Alert status, warning and any error messages.

‐‐ Accepted Variance: a check appears: ‐‐ Unaccepted Variance: an error message appears.

The following describes the Clause Actions performed on the contract in Figure 42.

Deleted Clause:

The Moonlighting Clause was deleted. Click on the View Changes drop‐down control and you see that in version #3, there is a blank because the clause was deleted from the contract:


Changed Clause:

The Termination by Mutual Agreement Clause was changed. Click on the View Changes drop‐down and you see additional text added in version #3 of the contract.

Added Clause:

The Exclusivity of Employment Clause was added. Click on the View Changes drop‐down control and you see that in version #2, there is a blank because the clause was not present in the contract:

Comparing Contract Documents To compare two versions of the contract document, click on the Negotiate or the Contract Summary link in the Sidebar and refer to the prior section, The History of Contracts Generated.

At this point, from the Reconciliation task you can:

• Click Upload to upload a new contract draft that will be compared to the checked‐out and uploaded versions. You are prompted to browse to the file to be uploaded. See the section, Uploading the Contract.

• Click Remove Draft. This removes the last draft (the most recent) in the list. Drafts are versions that have not been checked in.

• Click Check In. You are prompted to check in the most recent draft currently on the list. The changed business terms and clause changes are updated to the server and the new contract version stored and version number incremented. The Check In the Contract section describes the check‐in process.

• Click Next…. The Workflow moves to the next workflow task, in this example, from the Reconciliation task to the Comments task.

Check in the Contract When you are satisfied with the current contract draft, click Check In. This will change the

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Document State field from “Draft” to “Checked In”. The contract record is unlocked. The business terms that were changed are updated to the server. The clauses that were added, deleted, or changed are recorded with the new version on the Server. And the new contract version is recorded as the current contract version.

Figure 43. Checked in contract

Comparing Contract Versions

Selectica provides two methods for document version comparison: Microsoft Word Compare and Selectica Compare. Microsoft Word Compare uses standard Microsoft features to perform a side‐by‐side document comparison. Refer to Microsoft online help for more details. Selectica Compare tracks business terms and clauses that were used in each contract version and lists the additions, deletions, or updates which were made between any two versions.



You can also view a contract version by clicking on the corresponding Download link to download and/or view it in Microsoft Word or by clicking the View link to view the document in a browser window without launching Microsoft Word.

Note: The Synchronize Term Button in the Negotiate Stage in this example contract type is only displayed when a contract document is not checked out. During this time, if contract terms were available to be edited in this Stage and term(s) were changed, the Synchronize Term function would allow you to incorporate these changes in the last contract version so that the Server values and the latest contract document are in synch.

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Complete the Negotiation To conclude the Negotiate stage, click the Negotiate link in the Sidebar. Then click the Complete button. The contract moves to the Manage stage of the workflow.

It is possible to include an Approval request at this point to approve the completion of the Negotiation workflow. For a description of the approvals process, see the Contract Approval section.

Terminate the Negotiation To terminate the Negotiate stage, click the Negotiate link in the Sidebar. Then click the Regenerate button. The Rejection Confirmation screen appears.

Figure 44. Regeneration - Rejection Confirmation screen

Enter the reason and any comments in the Comments box. Then click OK.

The contract moves back to the Generate stage of the workflow. Click on the Create Contract link. The last version Document State has changed to “Rejected”. This state is also noted at the bottom in the History panel.

Contract Approval Approvals can be configured so that specified users must approve the contract before the current stage of the workflow is completed. To learn how to setup an approval workflow, refer to the User Guide Using the Composers Suite.

In the example below, a user has completed the Negotiate stage, but cannot proceed to the Manage stage until he gets the approval of his supervisor.

How does his supervisor recognize that an approval is required?

How does his supervisor make the approval?

The following figure shows an approval page in the Negotiate stage that must be approved before going to the Manage stage.

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Figure 45. IT Approval Workflow

The following describes the steps that the supervisor follows to find contracts with approvals required, and then to make the approvals.

Example: Supervisor Approval Required When the supervisor logs in he is presented with a list of his open tasks, as shown in the following example. As shown below three contracts are identified that must get his approval.

Figure 46. Supervisors open tasks

Contract approval task

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The supervisor clicks the hypertext Approval Task 1 corresponding to the contract ID 5562. This takes him to the screen, shown below, where he finds the approval button choices.

Figure 47. Buttons available for approval task

The supervisor has three button choices:

• Approve – click this to give approval

• Reject – click this to reject approval

• Reassign – click this to assign this task to another authorized person

Reassign Button When the Reassign button is selected, the Select User to reassign page appears, as shown in the following figure. The supervisor selects from the hierarchy a single user, or all members of a group (Finance, for example) to perform the approval task. He then selects OK to perform the reassignment.

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Figure 48. Reassign approval task

Reject Button When the Reject button is clicked, the Reject Confirmation page is displayed, as shown in the following figure. By default, the system enters the condition for which the approval was triggered. The supervisor can enter additional comments regarding the disapproval. Depending on your configuration, the workflow may roll back to an earlier task.

Figure 49. Reject approval task

Approval Button When the Approval button is selected the Supervisor Approval page appears, as shown below. By default, the system enters the condition for which the approval was triggered. The supervisor can enter additional comments regarding the approval.

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Figure 50. Approval Confirmation Comments

Approvers can add comments to approvals and rejections. Approval comments are visible to subsequent approvers in the approval boxes. Rejection comments can be viewed in the activity log. Approvals store the user name, approval date, and any comments as a kind of electronic signature.

Once the contract leaves the Approval stage, you can view its audit history by clicking the approval task name in the Sidebar, or by viewing the activity log.

With approval complete, the contract can move to the next Workflow stage.

In the figure below, the side panel shows that the contract was approved and the Manage stage is now active.

Figure 51. Completion of Approval starts Manage Stage

Approval Log SCPM keeps a log in its repository of all approval activities. For a specific contract, such as Contract ID 5562 shown in Figure 51, you can see the approval log by clicking on the Tools link in the Sidebar then the View Activity Log link. The Activity Log page is displayed and the approval log is listed as a record with columns showing the Date, User, Task, and Activity for each approval event.

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Figure 52. Approval log in the Activity Log

PDA Approval Function Approvals can be received and processed from your Mobile Device (refer to the Getting Started Guide for Device Requirements). The SCPM system generates an approval e‐mail which is sent via SMTP to the Approver. The Approver receives the e‐mail on their Mobile E‐mail Device.

To approve via Mobile Device:

1. Open and review the e‐mail.

The first time user will have to authenticate by entering their User Name and Password. They will be provided a checkbox to “Remember Me”. If selected, they will not have to authenticate for the configured duration setting in the system.

2. (Optional) The e‐mail can contain a link to the MS Word version of the contract or supporting documents. When you select the link, the contract is downloaded to the Mobile Device from the SCPM system.

3. Click on the accept or reject link in the body of the e‐mail.

The Mobile Device opens the browser and calls the SCPM system to return the approval/rejection form.

4. The Comments screen appears. Enter your comments in the form field, then select the OK button.

5. The Approval (or Rejection) is sent back to the SCPM system.

6. The SCPM system updates the contract record.

Re-negotiating a Contract In the Manage stage of the workflow, you have the option of renegotiating the contract. This moves you out from the Manage stage and back to the Negotiate stage of the workflow. You initiate this by clicking the Renegotiate button.

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Figure 53. Manage Workflow screen with Renegotiate button

This results in the display of the Rejection Confirmation screen, as shown in Figure 54.

Enter comments and Click OK to start over with the Negotiate Workflow.

Figure 54. Rejection Confirmation screen

The following screen is displayed prompting you to restart the Negotiate Workflow. The previous version of the contract listed under the History panel with Checked In status is now “Rejected”.

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Figure 55. Rejected Contract and beginning of Negotiate Workflow

Comparing Contract Versions





Managing Contract Records At this point, your contract is in the Manage stage of the workflow and becomes an obligation managed over its lifetime.

Several features are available for you to manage your contracts: the Sidebar Resources and Tools and the buttons on the Manage page.

The following screen shows an example of a contract in the Manage stage.

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Figure 56. Managing Contracts Stage

Manage Buttons The buttons available on this page are configurable depending on the contract type and your business needs. The following buttons are available to support the stage:

Renegotiate – reject the contract and move it back to the Negotiate stage of the workflow.

Add Sub – creates a sub agreement.

Reassign – prompts you to select a new user or group of users to manage the contract.

View – this button appears above each task panel to give you a full view of all the information associated with the panel.

Edit – gives you the opportunity to edit the information associated with the panel on which it appears.

Adding Sub-Agreements While a contract stands during its specified calendar term, you may want to create additional sub agreements. Some contract types are configured with the option to create sub‐agreements. An Add Sub button is displayed in the Manage stage. Clicking Add Sub will create a copy of the data from the current contract (parent record) into the sub‐ agreement, which you can then edit.

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Add Sub

Figure 57. Parent contract in Manage stage

The command also preserves the navigation between related records—you can use the Related Records link in the Sidebar to navigate to these records.

Related Records link

Figure 58. New Sub agreement in Assemble stage

Clicking the Add Sub button creates a sub‐agreement that is a copy of the parent contract record.

1. The record becomes a “child of” the original contract record. The relationship is reflected in the Related Records area of the Sidebar. This function is useful for creating related records such as sub‐contracts. It saves time and reduces data error when producing these new records, and preserves the navigation between related records.

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Figure 59. Related Records Sidebar area with sub-agreements

2. Whenever it is displayed, the Contract ID has ‘Sub of’ appended to the front of the original ID.

“Sub of “ indicates sub‐agreement

Figure 60. Contracts page showing appended IDs

3. The contract record is copied (note: the contract document is not copied).

4. Attachments are copied.

5. The Activity Log of the parent record and sub‐agreement shows an audit trail of the contract terms copied over.

6. There is no limit on the number of sub‐agreements you can create.

7. Sub‐agreements can be created from the parent or any child contract.

Resources Sidebar The Resources section of the Sidebar provides additional functionality for the contract management process. The resources included and the order in which they appear is configurable; below is one example. These resources are also used within the business process workflow stages for some contract types. This is also configurable.

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Figure 61. Resources

The tools apply to one selected contract. They do not apply generally to contracts of a Contract Type, or to any other business object. Thus, a specific contract must be selected, when you are working with the Resources options. We refer to this as the current contract, or the currently selected contract.

The following table describes the Resources options.

Sidebar Resource Description

Contacts View the Contact component for this contract.

Email Contract Email a contract document to users.

Reconciliation View the last contract reconciliation.

Authoring Document View the last version of the contract from inside the browser.

All Terms and Clauses Lists all business terms and clauses used in the contract.

Alerts Create email notifications on Date events in the contract life cycle.

Attachments Add attachments as supporting documents to the current contract.

Ad Hoc Tasks Describe related tasks that must be performed in support of the contract, and assign the tasks to a person.

Create Contract Create a new contract or document from a template.

Comments Enter comments related to the contract.

The following section provides additional information on some of the Resource features.

Adding Alerts To manage compliance events on the current contract, you can set alerts for each contract record that are triggered by dates associated with the contract, such as start and end dates. When set, these alerts are transmitted as e‐mail messages to the specified parties.

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To create an alert:

1. In the Resources Area, click Alerts.

2. Click Add.

The New Alerts form appears.

Figure 62. New Alerts form

3. Complete the form. The following table describes the fields.

Field Description

Status Click a radio button to change the alert status: Active – enables the alert. Disabled – disables the alert.

Event Type Select the type of event that triggers the alert from the drop‐down list.

Event Type (if Other)

If you selected Other in the drop‐down list, type a description of the event type.

Date if Other Selected

If you selected Other in the drop‐down list, type the event date using the mm/dd/yyyy format, or click the calendar icon to locate and select a date.

Offset from event date

Type the number of days before the event when the alert should be triggered.

Alert Start Date Displays the date the alert is triggered, calculated using the Offset date and the event date.

Alert Frequency

Select the interval in which the alert sends messages.

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Field Description

Subject Type the subject‐line message that accompanies this alert.

Email body contents

Type a standard text message to include in the body of the e‐mail transmission.

4. Add the recipients for the e‐mail alerts.

• For each external user, click Add in the External User Recipients area and type the recipient’s e‐mail in the External User E‐mail field.

• For each Selectica Contract Management System account user, click Add in the Account User Recipients area and select the user from the Account User drop‐down list.

5. Click Submit.

The page redisplays showing the alerts and recipients you have chosen. If necessary, you can click Edit to make adjustments to the alert.

Figure 63. Alert Confirmation Page

6. Click Done if the entry is correct.

You return to the main Manage page with the alert information added to the Alerts section.


Figure 64. Completed Alert

Repeat the process for each alert associated with this contract record. After an alert has been set up, the system begins sending e‐mails to the recipients according to the frequency you specified in the alert. The alert remains active until you disable or delete it.

Alerts that are actively being sent to you also appear on your dashboard in the My Alerts section.

A sample e‐mail alert is shown below.

This is a system generated alert to notify you that a key date is approaching.

It is requested that you be reminded of this weekly event starting on 11/17/2005.

Event Type: End Date Event Date: 12/1/2005

Comment: Please review and determine if you plan to renew. 30 days is required.

To update this reminder or view the complete information for the alert, log in to

https://alert.selectica.com/email_link.jsp? redirectLink=OTMzMDY~

Figure 65. eMail Alert Exampleexample

Adding Attachments The SCPM allows you to include file attachments as supporting documents. You can store many file types as part of the contract record. You can add a word‐processing document, a spreadsheet,

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https://alert.selectica.com/email_link.jsp


and other types of documents. The supported file types are:

Document format – DOC, MHT, PDF, RTF, TXT

Graphic/Presentation format – BMP, GIF, JPE, JPEG, JPG, MGT, PNG, PPT, TIF, TIFF

Spreadsheet format – CSV, XLS

Depending on how your company has defined the contract workflow in the system, you may be able to attach documents through a stage in the contract process, or through the Resources section in the Sidebar.

Note: A contract must have completed the Assemble Workflow, before you can make attachments to it.

To add an attachment to the contract currently displayed on the main page of the web form, click Attachments under the Resources banner. The attachments list is displayed on the main page. The following is an example of an empty list of attachments.

Figure 66. List of Attachments

To add a document as attachment:

1. In the Attachment area, click Upload.

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The Import Document form appears.

Search for and select the file.

Category drop‐down list

Figure 67. New Attachment form

2. Enter the path or click Browse to search for the file to be attached to the contract.

3. Select the category from the drop‐down list.

4. The document metadata (Name, Version, etc …) will be populated by the system.

Receiving Electronic Faxes as Attachments You can use the SCPM Fax server to scan and electronically store paper documents in searchable PDF format. The document becomes an Attachment to the contract you are working on.

Here is the procedure for preparing and sending a Fax to be scanned.

To receive an electronic fax as an attachment:

1. Click the Attachments link.

The following screen is displayed that contains the Attachment panel.

Figure 68. List of Attachments

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2. Click the Fax button.

The Create Fax Attachment panel is displayed to prompt you to name the Fax file, and pick the Category (* means this entry is required).

Figure 69. New Fax form

3. Click Generate Coversheet.

4. The Attachment panel is displayed. An information panel notifies you that the cover sheet was successfully generated. The attachment is displayed as a “Pending Fax: name.pdf”, where name is the Fax File Name given in step 2, until the faxing operation is completed.

Figure 70. Information Panel with fax cover sheet successfully generated

5. Click the here link in the information panel or the View icon to open and then print or email the fax cover sheet. The Fax Coversheet is displayed in Adobe Acrobat, as shown in the following Figure.

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Figure 71. Attachment Fax Coversheet Example

Follow the instructions at the top of the Coversheet.

Note: The Tracking Number of the contract you are working on is imbedded in the bar code.

6. Place this fax Coversheet in front of the document(s) you are faxing.

7. Fax all pages to the Fax # given in the cover sheet.

As the fax is received, Selectica scans the pages with Optical Character Recognition (OCR). The result is a digital PDF file.

8. View the attachment on the Attachment panel.

Note: If the fax Coversheet is reused, the document faxed in will upload as a subsequent version. All versions can be viewed by clicking on the View icon in the Attachment panel and then the View icon for the version you wish to view.

Adding an Ad Hoc Task To identify tasks that must be performed for the current contract that are not preconfigured into the Contract Type, SCPM provides a resource that allows you to define an Ad Hoc Task. When you click on this resource, SCPM displays the following panel.

To add an Ad Hoc Task:

1. Click the Ad Hoc Tasks link.

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The following screen is displayed that contains the Ad Hoc Tasks panel.

Figure 72. List of Ad Hoc Tasks

2. Click the Add button to display the form you use to define the Ad Hoc Task. The form appears as below.

Figure 73. New Ad Hoc Form

3. Fill in the fields:

• Task – Give a description of the task to be performed

• Owner – Specify the person assigned to perform the task. Select from a drop‐down list of group members

• Due – Enter the date when due in the form dd/mm/yyyy. You can click on the Calendar icon to select a date from the interactive calendar

• Status – Choose from possible status identifiers: Pending, In Progress, Complete, or Deferred

• Comments – Enter any free form text to further explain the task

4. Click Submit when complete.

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Adding Comments To associate text comments with the current contract, SCPM provides a resource that allows you to enter the comment and tracks the user who entered it as well as the date of entry.

To add comments to the contract:

1. Click the Comments link in the Resources Sidebar.

The following screen is displayed that contains the Comments panel.

Figure 74. List of Comments

2. Click Add to add a comment. The following Comments form is displayed.

Figure 75. New Comments form

3. Enter your comments and click Submit.

Including Contacts SCPM provides a resource that allows you to maintain a list of contacts associated with the current contract. These contacts are stored and managed in the Address Book under the Directory tab (refer to the User Guide, Managing Directory Information).

To add contacts the contract:

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1. Click the Contacts link in the Resources Sidebar.

The following screen is displayed that contains the Contacts panel.

Figure 76. Contacts List

2. Click Add to add one or more contacts. The following Contracts form is displayed.

Figure 77. New Contacts form

3. Select the Contact Relationship.

4. Enter Relationship Comments.

5. Select the Contact name from the Address Book list maintained in the Directory tab; the Contact Details and Company Details sections will be automatically populated from the Address Book record.

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6. Click Submit.

Emailing Contracts You can email a contract document to a list of people from the Email Contract link in the Resources section of the Sidebar (depending on the contract type, this link may be available in the Life Cycle or Resources sections of the Sidebar)..

To email a contract:

1. Click the Email Contract link.

The following screen is displayed that contains the Contacts panel.

Figure 78. List of Emailed Contracts

2. Click the Compose Mail button. The following Email form is displayed.

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Figure 79. New Email form

3. Enter the recipient in the To field (multiple recipients delimitated by a comma).

4. Enter the CC recipient if applicable (multiple recipients delimitated by a comma).

5. Enter the Reply To recipient(s).

6. Select the Contract Version you want to send.

7. Select the Attachments if applicable. You can select one or more of the existing contract attachments. To select more than one, hold down the Shift or Ctrl keys while selecting.

8. Enter a Subject. You can click the Choose Field icon to embed one or more contract field variables.

9. Enter a message in the Body.

10. Click Send.

Tools Sidebar The Tools section of the Sidebar provides additional functionality for the contract management process. The order in which they appear is configurable; below is an example.

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Figure 80. Tools

The following table describes the Tools options.

Option Description

Edit Workgroup Identify people to carry out Manage tasks.

View Activity Log View an audit report of all modifications made to the current contract record.

View Current Task Displays all summary data for the current contract record across all the currently completed stages.

Edit Workgroup The Edit Workgroup resource provides you with the ability to add new users and grant them access to the currently selected contract. To protect your organization you want to control access to this contract. You want to know who edits it, who views it, who can delete it, and who is included in its collaboration circle.

While you are in the Collaboration stage, for example, you might want to add another collaborator to the list of collaborators on this contract. You do not want to allow this collaborator to look at any other contracts, but you want to give the person the privileges to edit and view the current contract.

Similarly, you might want to allow a group access to the current contract without granting them access to any other contracts.

The Edit Workgroup resource provides the means to accomplish those objectives.

To edit a Workgroup:

1. Click on Edit Workgroup link under the Tools Sidebar to display the Workgroup panel, as shown in the following example.

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Figure 81. List of Workgroups

The Privilege column on the Workgroup panel lists the activities available to users. These privileges are:

• Contract Editor – the ability to make changes to a contract

• Contract Originator – the ability to create a new contract document

• Contract Manager – grants all privileges including originator, editor, viewer, etc.

• Contract Negotiator – the ability to negotiate a contract

• Contract Terminator – the ability to delete a contract from the SCPM repository

• Contract Viewer – the ability to view contract documents

2. When you click on the Edit icon , the Select to Add panel is displayed on the Main Page allowing you to add users to the privilege shown in the left column.

Put check mark in box to add sub groups

Figure 82. Edit Workgroup panel

On top of this panel is shown the corporate hierarchy from the top‐level groups Corporate, Finance, IT, Legal, etc., down to individual users. On the bottom of the panel is the list of groups and users with current authorization.

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‐‐ Groups are indicated with a two‐person icon

‐‐ Individual users are indicated with a single‐person icon

Add Group

A plus sign (+) to the left of a group indicates that it has one or more sub‐ groups. Click on the plus sign to expand group to see sub groups.

To add a group to the privilege list, click on the group name. It then appears on the list.

If you want to add the group and all sub groups, click the check box at the bottom of corporate hierarchy to put a check mark in the check box.

When your entries are complete, click the Done button.

Add Individual User

To add an individual user to the privilege list, click on the user name. It then appears on the privileged list.

3. When your entries are complete, click the Done button.

View Activity Log Activity logs are records of all activity in the SCPM for the current contract record. Reviewing the activity log allows you to track all actions, and also allows you to go back to a specific step. The log includes:

• Log Date when activity was performed

• User who performed the activity

• Task or stage the contract was at when the activity was performed

• Activity performed

• Identifier or component/section of the Task/contract stage

• Field Name affected

• Old Value of field

• New Value of field

Thus, you can track who made modifications or additions, when they were made, and what resources they used.

To view the Activity Log:

To view the Activity Log, click the View Activity Log link in the Tools section of the Sidebar. The Activity Log page appears. The following is an example.

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Figure 83. Example Activity Log page

You can sort the Activity Log list by clicking on the column header of the following fields: Log Date, User, Task, Activity, Identifier or Field Name.

Filter the Activity Log list

You can apply and cancel a filter to the Activity Log list by:

• Click the Filter icon to define your filtering criteria.

• Click on the Show Filter link to view an existing filter that has been applied.

• Click on the Show All link to cancel an existing filter that has been applied and view the entire Activity Log list.

After you have finished viewing the activity log, you can return to the process by clicking the corresponding step in the Sidebar.

View Current Task To view all contract‐related data, click the View Current Task link under Tools in the Sidebar. This will expand all the components in the contract so that you can view all the information on one page.

Example: Purchasing Contract There are many ways to apply the SCPM to develop contracts, this chapter steps you through a general process using a Purchasing Contract as an example for the purpose of displaying feature functionality.

In the case of a contract draft from a Third Party, refer to the section, Creating a Third Party

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Collaboration, to upload the contract draft and continue the process in the Collaborate stage.

1. Select the Purchasing Contract Type You can create a contract from different areas in the SCPM system:

Use the Dashboard tab to Create a Contract From the Dashboard, select the Purchasing Contract link from the Create section of the Resources sidebar

Figure 84. Create box in the Dashboard Sidebar

Use the Contracts tab to Create a Contract Follow the tab path: Contracts All.

Figure 85. All tab under the Contracts tab

Select “Purchasing Contract” from the pull‐down list, then click the Create button.

Use a Specific Contract Type tab to Create a Contract In this example the Contracts tab is organized by contract type. Follow the tab path: Contracts

Purchasing.

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Figure 86. Purchasing tab under the Contracts tab

Click the Create button.

2. Assembling the Contract Draft The Assemble workflow stage consists of a number of tasks. The first task is to define the basic contract information. Typically a number of additional tasks are provided to define details of the contract terms, such as specific goods or services descriptions, payment terms, and so forth. These tasks are generally optional.

The last task of the Assemble workflow is the optional one of generating a contract draft for use in the Collaborate stage where collaboration with internal and external parties to your organization is completed to come to the final contract draft. The resulting contract draft is then used in the next step in finalizing the contract

2.1 Defining the Contract Information The Purchasing Summary screen is displayed. The Sidebar now displays the Purchasing Contract workflow tasks. You can see the top‐level Life Cycle stages: Assemble, Collaborate, Execute and Manage. There are also three different approval workflows which appear if the conditions they’re based on are triggered. In this example, the Request Approval and Contract Mgr Final Review are not conditional and apply to all Purchasing Contracts. A Contract Approval workflow after the Collaborate stage is based on specific conditions which are evaluated as the contract information is entered, such as the total amount of the contract and type of clauses used.

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Figure 87. Purchasing Contract Initial Screen

In the workflow you are at the beginning of the Assemble stage. This is indicated by the open box to the left of the word Assemble. The other top‐level task boxes are gray to indicate they are not currently part of your workflow. When all the Assemble steps are complete, this box will be filled in with a check mark.

In the Summary task, the Main Page now displays the input form for Contract Info. Enter the contract information in the form fields. Move from one field to the next using the keyboard tab key.

Note: the following symbols are there to assist you with data entry:

signifies that the field is required. The icon means that there is help

text for that field. Put your cursor over or click on the icon to view the

help text. Date fields have a calendar icon allowing you to click to choose the date from a calendar popup. If a field will only accept a certain format,

you will see a notation such as this one by the data entry field ,

fields with a icon by the data entry field allow you to click the icon to choose from a list of values. Scroll down to view all of the Business Term fields.

2.2 Submitting Contract Info When you are finished with all your entries, click the Submit button.

Submission Error

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If you have made any errors in your entries, such as not filling in a required field, an error message will be displayed indicating the type of error.

Figure 88. Submission Error Message

The erroneous fields will also be highlighted in red with a message.

Figure 89. Fields with Error Messages

Correct the errors and click the Submit button again.

The Sidebar now shows your step in the Assemble workflow with Summary highlighted.

Figure 90. Current Lifecycle Task is Highlighted

All items in the Assemble workflow list are hyperlinks. This allows you to select any part of the Assemble workflow to work in, and to go back and revise information as required.

The Summary Information is displayed on the Main Page for your review. The following is an example.

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Figure 91. Contract Information displayed for review

If the information displayed needs to be changed, click the Edit button to redisplay the Contract Info form, and to make the required corrections.

If the information displayed is correct, click the Next… button to finish the Contract Info entry and the Summary step and move to the next one (the Billing/Shipping Address step in this example).

2.3 Defining the Components The Sidebar now shows this step in the Assemble workflow with Billing/Shipping Address highlighted.

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Figure 92. Current Lifecycle Task is Highlighted

The components of the Assemble workflow depend on your particular configuration. In this example, some of the component tasks were moved from the Resources section to within the Life Cycle stages.

Complete the component tasks as required by clicking on their links in the Sidebar. The tasks are either Singlecard (single item entry allowed) or Multi‐card (multiple item entries allowed).

• Summary (single)

• Billing/Shipping Address (single) – This component allows you to either use the Company Address as the default for the Billing and Shipping Address or to enter different addresses.

• Goods and/or Services (multi) ‐ This component is dependent on the entry of the Summary Contract Type field. If “Services” is selected the Services section appears. If “Goods and Services” is selected, both the Goods and Services sections are available for data entry. The total amount of these sections is reflected in the Summary Total Contract Amount field. You have the option of entering different shipping addresses for the Goods and/or Services if different from the one in the Billing/Shipping Address component.

• Payments (multi) – refer to the section, Error! Reference source not found.

• Alerts (multi) – refer to the section, Adding Alerts

• Attachments (multi) – refer to the sections, Adding Attachments and Receiving Electronic Faxes as Attachments

• Comments (multi) – refer to the section, Adding Comments

• End of Term Options (single)

• Generate Contract – refer to the section, 3. Generating the Contract Draft. If the Use third

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party paper? field is “Yes”, this section will not be listed.

At the top of each component, you will see Export with a down arrow icon next to it. You can export the component information to PDF, HTML, or Excel by clicking on that down arrow icon.

Example Multi-card Component: Payments with In-line Grid Editing Additional in‐line editing functionality can be made available (configured) for ease of editing and viewing of multi‐card entries.

In a new contract that you are assembling, all Multi‐card lists are empty, as shown below.

Figure 93. Empty Payment Component List

To create an entry in the Multi‐card component, click the Add button. The Payments form is displayed.

Figure 94. Payments form

Enter the information. Fields on the form marked with an asterisk (*) are required and must be filled in. When your entries are complete, click the Submit button. The payment is added to the Payments list.

Figure 95. Payment List with New Payment Added

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Click the View icon. A summary of the Payment is displayed for your review. The system will automatically generate the payment stream based on the Frequency and Number Of Payments entered, and will allow you to allocate the cost to one or more cost centers by clicking on the Add button in the Payment Cost Allocation panel.

Figure 96. Review Payment Form

When your entries are complete, click Done.

Since this is a Multi‐card, you can repeat the Add sequence as many times as needed. The following shows a list of Payments. The Sidebar Payments link will show the number of entries entered.

Figure 97. Payments List

In-line editing of a Multi-card Component List If the field you need to edit is displayed on the Payments list screen, you can make quick edits directly from the Payments list screen by double‐clicking on the field value.

• If the field is of type, enumerated string (pull‐down list) such as the Frequency field, you can select a new value from the value list (refer to the Figure below).

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• If the field is a single entry (generic string), such as the Payment Description field, you can double click on the value to edit it (refer to the Figure below).

Figure 98. Edit Field Values from the Component List Screen

At this point, the changes are saved on the screen only and are denoted by a red triangle icon showing on the upper‐left corner of the field that was changed.

Figure 99. Edited Field Values in the Component List Screen

To save the edits to the server, click Save Changes.

If the field you need to edit is not displayed on the Payments list screen, click on the icons corresponding to the record you want to make changes to:

• Click the Edit icon to make changes to data in the Payments panel

• Click the View icon to access the Payment Cost Allocation and Payment Stream panels

and then the icon corresponding to the record you want to make changes to.

In-line Sorting, Hiding and Showing Columns

Note: you can save field values changes, but not changes made to the column display.

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You can sort the component list by placing your cursor over a column header. The down arrow

icon will be displayed. Click on the arrow and select to Sort Ascending or Sort Descending.

Figure 100. Sort a Column in the Component List Screen

Or by selecting Columns, you can display the current list of columns and select which to hide or

display. Those displayed will have a checkmark .

Figure 101. Choose Which Columns to Display in the Component List Screen

Changing the Order of the Columns Displayed

Note: you can save field values changes, but not changes made to the column display.

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To change the order of the columns displayed, select a column header and drag‐and‐drop it between the column headers you want to move it to. As you “drag” the column, you will see the

following indicator until your curser is in the correct position to “drop” the column header. When in the correct position you will see the indicator as shown in the Figure below. Release your cursor to “drop” the column.

Figure 102. Changing the Order of the Columns Displayed

3. Generating the Contract Draft After capturing business terms in the contract record, the next step in this Assemble process is to generate the draft contract document.

If you have the security privilege to generate the draft contract, follow the procedures given in this section. If you are working with a Third Party contract, skip this chapter and continue to work with Third Party paper. For further details, see the Working with Third Party Documents section.

All contract information, including the legal terms and conditions completed in the form fields, are merged with the contract template to create a draft contract in MS Word format. This text file can be viewed or printed just as contracts created in the traditional way. For more information about templates, see the Using the Word Add‐in Client User Guide.

This contract type does not utilize a Questionnaire or “wizard”. For more details on Questionnaires refer to the section above, Questionnaire: Dynamically Generate a Contract Using a Questionnaire.

3.1 Creating the Contract Draft Version The Generate Contract task should be highlighted in the Sidebar. The following screen is displayed.

Figure 103. Generate Contract form

If a single template is available, when you select the Clause List button, you are provided with the list of clauses to be included in the contract. If there are multiple templates available, select the template from the pull‐down list and a preview of the clauses to be included using that

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template will automatically be listed.

To generate a contract draft, select the contract template in the Generate Contract With field.

Click Create.

The system populates the template with the contract data entered in the Assemble stage, and generates a draft version in the repository.

Figure 104. Generated Contract Information

The Generated Contract form provides the following information:

• Template selection options

• Contract status information

• A list of the Terms and Clauses in effect

• The History of Contract versions generated

• Version comparison

3.2 The Contract Status Information Below the Generate New Draft panel, the current status is displayed. This is information about the current contract draft generated. Some of it you entered during the Assemble Workflow and some of it is automatically defined by the SCPM system.

The following fields are of particular interest:

Contract Status

Template Selection

Terms & Clauses

History of Versions


Field Name and Description Example

Name is the filename of the current draft version

Document2104.doc

Version is the current count of the draft version(s) created

1 means the current file is the first contract draft generated. If greater than 1, look under the History panel for the listing of the versions and a link to view each one. Also note that the current version number will also be displayed with the Create Contract link in the Sidebar.

Template Used is the filename of the contract template used in creating the current version

IT Equipment Purchase Agreement.doc is the template file that was used to create contract file Document8290607.doc.

Download and View buttons You can view this contract version by clicking on the corresponding Download button to view it in Microsoft Word or by clicking the View button to view the document in a browser window without launching Microsoft Word.

Create PDF button This link generates the contract draft in a PDF format.

Next button Click the Next button to go back to the Generate screen (or click the Generate link in the Sidebar).

3.3 Reviewing the List of the Terms and Clauses in Effect Two tabs are displayed, the Terms tab and the Clauses tab. Under the Terms tab is listed all of the Terms and their values used in the most recent contract draft version. Under the Clauses tab is listed all the Clause names used in the most recent contract draft version.

3.4 Reviewing the History of Contracts Generated On this panel is listed information on the versions of the contract drafts created. You can compare two versions or view them individually.

Comparing Document Versions

The History panel lists all draft versions of the contract that have been created and checked into the Server. If there are multiple draft versions, Selectica provides two methods for comparing these contracts. Microsoft Word Compare uses standard Microsoft features to perform a side‐by‐side document comparison. Refer to Microsoft online help for more details. Selectica Compare

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tracks business terms and clauses that were used in each contract draft and lists the additions, deletions, or updates which were made between any two versions.


Compare contract versions

Figure 105. Check boxes for Comparison


You can view a contract version by clicking on the corresponding Download link to download and/or view it in Microsoft Word.

3.5 Completing the Assemble Stage After you have created the contract, you will need to complete the Assemble stage to move to the next stage in the workflow.

If you need to re‐generate a new contract draft before moving to the Request Approval workflow, click the Create button under the Generate Contract with section.

When you are satisfied with the contract draft, click the Next… button from the Generate Contract screen, or click the Assemble link in the Sidebar, then click the Complete button, as shown in the Figure below.

Figure 106. Complete the Assemble Stage

After clicking Complete, the Sidebar shows that the Assemble stage is complete by displaying a checkmark next to it. The Request Approval stage is now available to work in.

Figure 107. Sidebar Showing a Completed Assemble Stage

√

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4. Completing the Request Approval Stage You have now completed the basic steps to create and generate a contract draft. In this example an Approval workflow, Request Approval, has been inserted after the Assemble stage. Each contract type can have various Approval workflows triggered based on specific conditions being met. Refer to the Contract Approval section above for details on how a user is notified of a required approval, as well as how to approve, reject, and reassign the contract.

You can see the Approval Conditions for each workflow task by either clicking on the workflow task in the Sidebar or directly on the task in the Approval Required screen.

The final and prior contract drafts can be reviewed from the Checked In Contract screen.

The Approval Log records the approval/rejection/reassigned history of the Approval workflow.

Once the necessary approvals are completed, the Request Approval stage displays a checkmark next to it. The SCPM wizard moves the contract to the Collaborate stage.

5. Collaborating With the completion of the Assemble and Request Approval stages of the example workflow, you are ready to complete the Collaborate stage. This is the stage where you collaborate with other people to refine and clarify the contract language, and agree on terms. Negotiations are facilitated using the final draft contract generated in the Assemble stage.

Click the Collaborate link in the Sidebar.

The components in the Collaborate stage depend on your particular configuration. Complete the component tasks as required by clicking on their links in the Sidebar. The tasks are either Singlecard (single item entry allowed) or Multi‐card (multiple item entries allowed).

• Contract Summary (single)

• Reconciliation

• Send Email (multi) – refer to the section, Emailing Contracts

• Alerts (multi) – refer to the section, Adding Alerts


• Comments (multi) – refer to the section, Adding Comments

This overview screen provides a summary and history of the contract draft versions that have been created. In this example, it also displays the current Contract Approval workflow required that was triggered based on the data entered in the Assemble stage. (the Total Contract Amount and Contract Clause Risk Levels used).

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Figure 108. Collaborate Workflow and Summary screen

• The Complete button is used once the final contract draft is agreed upon and will move the contract to the Execute stage, the next stage in the workflow.

• The Return to Assemble button is used to move the Business Process workflow back to the Assemble stage. You are prompted to confirm this step and log the reason. The contract version is given the status “Rejected” and this step with any comments entered is logged in the Approval Log.

• For details on the History section, refer to the prior section, 3.4 Reviewing the History of Contracts Generated.

• Click on the individual boxes in the Approval Required section to view further details regarding the approvals required (refer to the figure below). They can change during this stage based on data changing during the contract negotiations and the current approval conditions.

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Figure 109. View Approval Details in the Collaboration Summary Screen

5.1 Check out the Contract To lock the contract and initiate editing:

1. Click the Reconciliation link in the Sidebar. The following screen is displayed.

Figure 110. Edit Contract in Collaborate Stage of Workflow

2. Click the Check Out button to lock the current version (Version 2 in the above example) of the contract for editing.

3. You are prompted to Open or Save the contract.

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Figure 111. Prompt to open or save contract

If you click Open, the current contract version is opened in MS Word for editing.

If you click Save, you are prompted to save the current contract version (e.g. to your desktop or another disk drive), so that you can open this file later in MS Word for editing.

After you have either opened or saved the file, the following screen is displayed with the message, “Contract is checked out.” The contract record is locked, the date the contract was checked out, by whom, and the version number is recorded.

Figure 112. Contract in Negotiation and Locked for Editing

4. The contract draft file is locked in your name and a local copy downloaded and stored where you saved it. At this point you can:

Edit the draft contract in MS Word using the Selectica CPM Add‐in Client. Refer to the User Guide, Using the Word Add‐In Client.

Circulate the draft for others to review and edit.

Send the draft to the counter‐party. Refer to the section Emailing Contracts.

5.2 Upload the Contract After editing the contract, you upload it, the business terms and clauses changed are listed and reviewed, and if approved, the contract is checked‐in to the SCPM server where the business terms changed are updated, the clause changes are recorded, and the new contract version stored with a new version number.

The first step is to upload the contract, for analysis, and comparison with the original.

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To upload the file:

1. From the Contract Summary or Reconciliation screens, click the Upload button.

You are prompted to upload the contract with the following screen.

Figure 113. Contract Draft Upload Screen

The document naming convention used by the system is Document<Contract Tracking#>.doc. You can change the document name. If changed, when uploaded, the system can still validate if the document belongs to the contract.

2. Click the Browse button to select the edited file for Upload.

3. Click Submit.

SCPM verifies the document belongs to the contract. The file is uploaded and saved to the SCPM repository and the Terms and Clauses used logged (with changes to the previous draft noted and described in the next section). The version number is incremented.

5.3 Reconcile and Compare Contract versions When you upload a document, SCPM scans the document and reconciles it with the versions stored in the repository. The variances between versions appear under the Terms and Clauses tabs, as shown in the figure below and described in this section. Refer to the section Reconciliation/Comparing the Contract for further details on comparing Terms, Clauses, and contract document versions.

Tabs showing variances

Figure 114. Contract uploaded with Term & Clause variances

At this point, from the Reconciliation task you can:

• Click Upload to upload a new contract draft that will be compared to the checked‐out and uploaded versions. You are prompted to browse to the file to be uploaded. See the section, 5.2 Upload the Contract.

• Click Remove Draft. This removes the last draft (the most recent) in the list. Drafts are versions that have been uploaded but not checked in.

• Click Check In. You are prompted to check in the most recent draft currently on the list. The

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changed business terms and clause changes are updated to the server and the new contract version stored and version number incremented. The following section, 5.4 Check in the Contract describes the check‐in process.

• Click Next…. The Workflow moves to the next workflow task, in this example, from the Reconciliation task to the Send Email task.

5.4 Check in the Contract When you are satisfied with the current contract draft, from the Reconciliation task, click Check In. This will change the Document State field from “Draft” to “Checked In”. The contract record is unlocked. The business terms that were changed are updated to the server. The clauses that were added, deleted, or changed are recorded with the new version on the Server. And the new contract version is recorded as the current contract version.

Figure 115. Checked in Contract

Compare, View or Download Contract Versions

To compare or view Contract Versions, select the Reconciliation link. The History panel is displayed.




5.5 Complete the Collaborate Stage Complete the other components listed as needed. When the final contract draft is agreed upon, to conclude the Collaborate stage, click the Collaborate link in the Sidebar. Then click the

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Complete button. The contract moves to the Contract Approval stage of this example workflow. For a general description of the approval process, refer to the Contract Approval section.

5.6 Terminate the Collaborate Stage To terminate the Collaborate stage, click the Collaborate link in the Sidebar. Then click the Return to Assemble button. The Rejection Confirmation screen appears.

Figure 116. Rejected Draft - Rejection Confirmation Screen

Enter the reason and any comments in the Comments box. Then click OK.

The contract moves back to the Assemble stage of the workflow. Review the Generate Contract component. The Document State of the last version has changed to “Rejected”. This is also noted at the bottom in the History panel with the rejected document available to compare with any prior versions.

Figure 117. Rejected Draft – Status Screen in Assemble Stage

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6. Completing the Contract Approval Stage You have now completed the basic steps to come to the final contract draft. In this example an Approval workflow, Contract Approval, has been inserted after the Collaborate stage. Each contract type can have various Approval workflows triggered based on specific conditions being met. Refer to the Contract Approval section above for details on how a user is notified of a required approval, as well as how to approve, reject, and reassign the contract.

You can see the Approval Conditions for each workflow task by either clicking on the workflow task in the Sidebar or directly on the task in the Approval Required screen.

The final and prior contract drafts can be reviewed from the Checked In Contract screen.

The Approval Log records the approval/rejection/reassigned history of the Approval workflow.

Figure 118. Contract Approval – Initial Screen

Once the necessary approvals are completed, the Contract Approval stage displays a checkmark next to it. The SCPM wizard moves the contract to the Execute stage.

7. Completing the Execute Stage With the completion of the Collaborate and Contract Approval stages of the example workflow, you are ready to complete the Execute stage. This stage allows you to attach and email the contract and necessary attachments, and track the process to obtain the fully executed contract from within and without your organization.

The components in the Execute stage depend on your particular configuration. Complete the component tasks as required by clicking on their links in the Sidebar. The tasks are either

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Singlecard (single item entry allowed) or Multi‐card (multiple item entries allowed).

• Summary (single)

• Execution Checklist (single)

• Send Email (multi) – refer to the section, Emailing Contracts


• Reconciliation

• Event History (multi)

Figure 119. Execute Workflow and Summary screen

The Execute screen provides a summary and history of the contract draft versions that have been created. In this example, it also displays the current Contract Mgr. Final Review Approval required.

1. Click on the Execution Checklist link in the Sidebar. The Execution Checklist form is displayed.

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Figure 120. Execution Checklist Form

2. When all signatures have been obtained and the necessary components completed, click on the Execution link in the Sidebar.

3. Click the Complete button. The Execute stage displays a checkmark next to it. The SCPM wizard moves the contract to the Contract Mgr Final Review stage.

8. Completing the Contract Mgr Final Approval Stage You have now completed the basic steps to generate a fully executed contract. In this example an Approval workflow, Contract Mgr Final Review, has been inserted after the Execute stage. This allows the Contract Manager to check that all necessary information (e.g. contract data, documents, alerts, contacts) have been completed for this particular contract prior to moving it to the Manage stage.

Each contract type can have various Approval workflows triggered based on specific conditions being met. Refer to the Contract Approval section above for details on how a user is notified of a required approval, as well as how to approve, reject, and reassign the contract.

9. Managing the Contract At this point, your contract is in the Manage stage of the workflow and becomes an obligation managed over its lifetime. Several features are available for you to manage your contracts: the Sidebar Manage components, Resources, Tools and the buttons on the Manage page.

The following screen shows an example of a contract in the Manage stage.

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Figure 121. Purchasing Contract Manage Stage Example

9.1 Manage Buttons The buttons available on this page are configurable depending on the contract type and your business needs. The following buttons are available to support the stage:

Amend – creates a contract amendment and locks the Parent (original) contract for editing.

Add Sub – creates a sub agreement. The Parent contract is still available for editing.

Reassign – prompts you to select a new user or group of users to manage the contract.

View – this button appears above each task panel to give you a full view of all the information associated with the panel.

Edit – gives you the opportunity to edit the information associated with the panel on which it appears.

9.1.1 The Add Sub (Sub-Agreement) function While a contract stands during its specified calendar term, you may want to create additional sub agreements. Some contract types are configured with the option to create sub‐agreements. An Add Sub button is displayed in the Manage stage. Clicking Add Sub will create a copy of the data from the current contract (parent record) into the sub‐ agreement, which you can then edit. Refer to the section, Adding Sub‐Agreements.

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9.1.2 The Amend function During the lifecycle of the contract, changes may be necessary requiring an amendment to the original contract terms. Because different amendment processes exist, this is just an example process that has been configured for this example contract type.

1. From the Manage screen, click the Amend button.

Amend Button

Figure 122. Original Contract in Manage Stage

The Original “parent” contract metadata is locked for editing. An Amendment record is created.

Related Records link

Figure 123. New Amendment in Amend stage

The Amendment record has the following characteristics:

• The Amendment record is a copy of the data from the parent record (note: the contract document is not copied).

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• The Amendment Contract ID has “Amendment:#” appended to the end of the Original ID.

• The Life Cycle reflects the Amend life cycle.

• Approval workflows can be created for the Amendment workflow using the Approvals Composer tool.

• The Activity Log of the parent record and Amendment shows an audit trail of the contract terms copied over.

• There is no limit on the number of Amendments created.

• The navigation between the related records is preserved—you can use the Related Records link in the Sidebar to navigate between these records.

2. Click on the Related Records area of the Sidebar. The Amendment record is the “child of” the Original “parent” contract record. You can access the Original contract and any Amendments by clicking on the links in this Sidebar section.

Figure 124. Related Records Sidebar area with Amendment

3. Continue processing the Amendment stepping thru the Amend Life Cycle using the “wizard” and/or by clicking on the Sidebar links as described in the previous sections on creating and defining a contract.

9.1.3 Resources Sidebar The Resources section of the Sidebar provides additional functionality for the contract management process. The resources included and the order in which they appear is configurable. These resources can also be used within the business process workflow stages (this is also configurable).

Click on the Resources link in the Sidebar to view the list of Resources. For further details, refer to the section, Resources Sidebar.

9.1.4 Tools Sidebar Click on the Tools link in the Sidebar to view the list of Tools. For further details, refer to the section, Tools Sidebar.

Working with Third Party Documents Frequently, an outside party originates a contract document. You can use Selectica to extract business Terms and Clauses from these documents. If you do this, you will be importing the contract during the Collaborate stage, and not generating it in the Generate Document stage.

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When working with Third Party documents, the collaboration stage consists of these two steps:

• Contract Document, which lets you locate and upload a document into the repository. For more information, see the Creating a Third Party Collaboration section below.

• Reconciling Terms and Clauses, which lets SCPM scan the uploaded document and check the contents for terms and Clauses that were “tagged” using the SCPM Word Add‐in Client. For more information, see the Reconciliation section.

Although you are working with a Third Party document, you must still move through the Assemble steps while creating a contract record.

Creating a Third Party Collaboration Before you can upload a Third Party contract, Terms and Clauses must be “tagged”. This process is described in the User Guide, Using the Word Add‐in Client. The Third Party contract process may vary slightly depending on the Contract Type and how the Lifecycle stages were configured for your contracts. Below are the two examples for the purpose of displaying feature functionality.

Third Party Process (Physician Agreement Example): 1. Complete the Assemble process until you reach the Generate Contract step.

Note: If the Business Terms were “tagged” in the Third Party document, an entry only needs to be made in those fields, if required, since during the contract reconciliation step the system will automatically pull those terms from the “tagged” contract document into the contract record.

2. Click Next instead of the Generate Contract button.

By clicking Next, you are choosing to complete the Assemble process without generating a draft from a contract template. The Assemble Information page appears.

3. Click Complete to conclude the Assemble process and begin the Negotiate process.

The Contract Document page appears with no contract generated. From this page, you can upload the Third Party document.

Figure 125. New Third Party Contract form

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4. Click Upload.

The Select File for Upload form appears.

Figure 126. Upload Third Party Contract

5. Use the Browse button to locate the Third Party document.

Note: Only the tagged values in this document are imported into the contract record. Therefore, the document structure and contents can widely vary.

6. Click Submit to begin the processing.

7. At this point you can continue with the Contract Reconciliation process (refer to the Reconciliation section) as if the contract was created in the SCPM system. The “tagged” business terms from the Third Party contract will automatically be uploaded into the contract record, and the “tagged” clauses listed for you to compare with those in the Clause Library.

Third Party Process (NDA Agreement Example): 1. Select to create an NDA contract. The Agreement Info screen is displayed with the

Assemble process listed in the Sidebar

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Figure 127. NDA Contract Agreement Info Screen

Complete the entries and select the “Yes” radio button for Use third party paper?

Note: If the Business Terms were “tagged” in the Third Party document, an entry only needs to be made in those fields, if required, since during the contract reconciliation step the system will automatically pull those terms from the “tagged” contract document into the contract record.

2. Click the Submit button. The Generate Document subtask in the Sidebar is automatically removed (since this step will not be needed for Third Party processing).

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Figure 128. NDA Assemble Life Cycle with Third Party field selected

3. Complete the Assemble process entries.

4. Click the Complete button to conclude the Assemble process and begin the Collaborate process.

Figure 129. Initial NDA Collaborate screen for Third Party Contract

5. Click Upload.

The Select File for Upload form appears.

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Figure 130. Upload Third Party Contract

6. Use the Browse button to locate the Third Party document.

7. Click Submit to begin the processing.

8. At this point you can continue with the Contract Reconciliation process (refer to the Reconciliation section) as if the contract was created in the SCPM system. The “tagged” business terms from the Third Party contract will automatically be uploaded into the contract record, and the “tagged” clauses listed for you to compare with those in the Clause Library.

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Index A

Activity Log, 58 List, 59

viewing, 58

Ad Hoc tasks, 50 Add Sub button, 40, 84, 85 Alerts

adding, 43

Confirmation page, 45

Date if Other selected field results, 44

Email body contents field., 45

e-mail example, 46

Event Type field, 44

Event Type if Other field, 44

Frequency field, 44

List, 46

Offset from event date field, 44

Start Date fields, 44

Status field, 44

Subject field, 45

Alerts/Errors column, 27 Approve stage, 1 Assemble stage, 1, 7, 62 Assemble workflow, 11, 64 Attachments

adding, 46

Fax, 48

Fax Coversheet, 50

Fax form, 49

list, 47, 48

B

boilerplate, 71 boilerplate template, 18

C

Cancel button, 8 Checkin Contract form, 88, 91 Clauses

compare, 28

Clauses List, 20 button, 17

Collaborate stage page, 87 Collaborate/Negotiate stage, 1, 74, 81 Comments

Approval, 36

Approval Rejection, 35, 80

list, 52

Resource, 43, 52

Termination of stage, 32, 38

Components, 11 Contacts, 52 Contacts list, 53 Contract

Amendments, 85

Collaboration/Negotiation, 22

Create, 5

Defining Contract Information, 7

Execute Stage, 81

Purchasing Example, 59

upload, 25

Contract Creation and Management Process, 3

Contract Draft, 15 Component, 17

Contract Field Types, 9 Contract Info, 7, 62 Contract Version

compare, 21

history, 21

Contracts tab, 5, 6 Create Contract Component, 17

D

Dashboard tab, 5 draft contract, 70

E

eFax, 48 Emailing Contracts, 54 Export Contract Data, 13

F

Field Name column, 27

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I

IT tab, 6

M

Main Page, 7, 62 Manage stage, 1 Multi-card

icon, 6

Multi-card Component In-line Grid Editing, 66

P

Partial Save, 10

Q

Questionnaire Dynamic Inclusions, 16

Generate, 15

R

Reconciliation/Compare, 26 Resources

viewing, 43

Resources, viewing, 43

S

Server Value column, 27 Sidebar, 6

Sidebar Card Icons, 6 Single-card icon, 6 Starting SCPM, 5 Submission Error, 9, 62 Submit button, 63 Summary task, 7, 62 Synchronize Term Button, 23, 31

T

Terms List, 20 Third party paper, 15, 70

documents, 86

draft, 5

Tools Sidebar, 55

U

unprotected sections, 25 upload, 78, 88, 90

V

Version column, 27 View Activity Log, 56 View All Data option, 56 viewing resources, 43

W

Workgroups, 56