Contract Management COE Abbo1 Approach

Size: px

Start display at page:

Download "Contract Management COE Abbo1 Approach"

Liliana Miles
6 years ago
Views:

1 Contract Management COE Abbo1 Approach September 20, 2017 Kedric Chamberlin Director, Legal Opera7ons Abbo: 1

2 Topics Abbo: Centers of Excellence Key Concepts Abbo: COE Contrac7ng Approach Discussion 2

3 Why a Contract Management System (CMS)? Risk related to legal and compliance requirements Ensure updated, key terms are included in templates, provide visibility to high risk agreements and milestones Mul7ple repositories complicate contract retrieval for M&A, Li7ga7on or other purposes Risk related to overpayments, e.g.: Manual review of contracts iden7fied royalty overpayments Sub-op7mized use of resources, e.g.: Ability to divert tac7cal work to more value-add strategic work Missed savings due to challenges with iden7fying and consolida7ng suppliers/partners 3

4 Abbo7 CMS Scope Contract request Create & nego7ate Approve & execute (including e-signatures) Post-execu7on contract tracking and commitments / obliga7ons management Storage & access 4

5 Deployment Considera=ons Types of agreements all types vs. selected (e.g., NDAs, MSAs) Procurement focus (buy-side) vs. all business units (Legal, Sales, R&D, etc.) Enterprise-wide vs. regional/divisional systems Repository only vs. full func=on CMS 3 rd party solu=on vs. integrate workflow / DMS tools vs. custom develop 5

6 Deployment Approaches Considered 1) Repository store and access first phase; full func7onality in later phase, i.e.: Phase 1 Cross func7onal Searchable (OCR) Provide single source of truth Phase 2 Global pla_orm / templates / workflow Automa7c full contract lifecycle Use for sell-side (in addi7on to buy-side) Outsource to LPO for low value ac7vi7es 6

7 Deployment Approaches Considered (cont d) 2) Mul7-phases, e.g.: Phase 1 NDA Phase 2 MSA (if one exists, no need for Legal / Procurement review of SOW since it refers to MSA and all risk is with the business) Direct procurement Sell-side (interfaces with Salesforce.com, want sales team to only work in 1 system (Selec7ca is a module within Salesforce.com) 3) Full pla_orm and feature deployment from the start, i.e., Big Bang Our approach = ACN division-wide, mul7-phase by contract type 7

8 COE Abbo1 Contract Management Priority Areas: Pilot deployment to new ACN division (move to other divisions un7l Abbo:-wide) Commercial contrac7ng processes (except for customer sales agreements) Compliance contrac7ng processes including: o o o Distributor agreements edistributor Dashboard HCP payments including HCP Lookup, Fair Market Value, cap tracking, transparency repor7ng func7onality Ap:us system integra7ons to: o o o o SJM SAP SJM Concur Invoice SJM 2DO (edistributor Dashboard) Abbo: Ac7ve Directory 8

9 Centers of Excellence Contract Management 9

10 COE Key Components

11 COE Key Components

12 COE PlaDorm Approach

13 COE Key Components (cont d)

14 COE ContracIng Profile

15 COE ContracIng IniIal PrioriIes 15

16 Overview ContracIng COE Survey TOPIC RESPONSE What is the purpose of this contract type? Does a template exist? If so, where is it located? What business functional groups use this contract type? What languages are needed? Metrics What is the total number of contracts? How many are active? How many of this contract type are generated annually? What percent has standard terms (vs. negotiated)? What percent of this contract type typically needs negotiation? What percent typically requires an attachment(s)? What is the typical dollar value range for this contract type?

17 ContracIng COE Survey (cont d) What is the typical dollar value range for this contract type? Initiation Who typically is the requester? How is the contract request initiated (manual vs. system)? What are the typical attachments associated with the request? Who reviews the request? Does request need attorney review? Paralegal review? If so, for what? Could this type of contract be generated as a self-service contract? Drafting / Negotiation Who drafts the contract (based on the request)? Who decides on the template to be used? Who reviews the draft? Who negotiates contract?

18 Who negotiates contract? Review / Approval ContracIng COE Survey (cont d) How many approvals are required for this contract type? Who needs to approve/sign contract? Is there a finance review needed? If so, what level? Does this contract type have the ability to be e-signed? What are the common exceptions related to this contract type? Post-Approval / Storage Is the fully executed contract stored in 2DO? If stored in 2DO, who enters and uploads the final contract into the system? What are the access security requirements for this contract type? Are there any processing steps after approval? If so, what? How long is the contract maintained? What is a typical renewal period for this type of contract?

19 ContracIng COE Process Assessment Process 19

20 ContracIng COE Process Assessment Process Value-add work? 20

21 ContracIng COE Process Assessment Process Not value add 21

22 ContracIng COE Process Assessment Process Not value add 22

23 ContracIng COE Process Assessment Process Not value add 23

24 ContracIng COE Process Assessment Process Not value add 24

25 ContracIng COE Core Process Map Use as staring place, foundaion process for all contract types Modify, as needed for special, non-standard contracts Use as the contracing process non-priority contract types

26 COE Key Components (cont d)

27 COE OrganizaIonal ConsideraIons

28 Key Goals for Abbo1 COE

29 GeTng from Here to There Future State Workshops o Conduct future state contract process workshops for each cluster of contract types (based on current state process) o Define roles, responsibili7es and skillsets for each step in the future state process o Iden7fy poten7al changes needed to current policy, templates, or nego7a7on playbook o Drap future state processes Execu=ve Stakeholder Review / Proposed COE Review o Review proposed future state contrac7ng processes with contrac7ng execu7ve stakeholders o Review / confirm proposed policy changes o Discuss / confirm staffing level requirements based on feedback, new roles/ responsibili7es, process and policy changes o Confirm proposed COE contrac7ng approach

30 GeTng from Here to There (cont d) Template/Clause Analysis o Analyze exis7ng templates for each contract type to determine any harmoniza7on/op7miza7on opportuni7es, assembly logic, and data fields needed o Work with Abbo: template owners and other stakeholders to determine clauses appropriate for re-use in mul7ple templates and as nego7a7on fallbacks Business Requirements Workshops o Conduct workshops to iden7fy requirements for each contract type including: ü data fields ü security ü system rules ü integra7ons ü no7fica7ons, and ü approval workflow/rou7ng o Finalize requirements and update contrac7ng and COE processes, as required

31 GeTng from Here to There (cont d) Func=onal/Technical Design Reviews o Complete design sessions to confirm solu7on op7ons for each business requirement o Update contrac7ng processes, as needed Stakeholder Day in the Life of Reviews o Conduct Day in the Life contrac7ng reviews with the business stakeholders to confirm COE process decisions and proposed staffing

32 Discussion Topics ContracIng COE Who has implemented an enterprise-wide CMS? Is it focused on buy-side, sell-side, or both? Did you evaluate implemen7ng a Contrac7ng COE? What were the key pros / cons in your assessment? Did you perform a cost-benefit analysis? What were the key factors impac7ng your final decision? How did you organize / staff the COE? What are the key factors driving COE success in your organiza7on? 32

Contract Lifecycle Management 2.0: Contract Lifecycle Management (CLM) Technology Revisited

Contract Lifecycle Management 2.0: Contract Lifecycle Management (CLM) Technology Revisited Speakers: Sierra Budelli, Legal Operations Manager, Jazz Pharmaceuticals, Inc. Genaro Lopez, Director, Enterprise