As we discussed in part one, templated contracts can be a great resource, saving companies both time and money, when used in a coordinated and thoughtful way – i.e., drafted by an attorney with knowledge of your organization and industry, consistently rolled out to appropriate stakeholders, regularly reviewed for relevancy and compliance, and updated as needed. To ensure such use, I recommend creating a “template playbook” to help manage the use of contract templates throughout an organization.
A template playbook will consist of three basic components: (1) a standard operating procedure (SOP) outlining the company’s contract process, (2) guidelines for template use, and (3) an appendix containing a sample of the latest version of each company-approved template. Although not the focus of this blog, the SOP should outline the company’s processes relating to contract preparation, review, approval and execution, as well as document retention and archiving protocols. Meanwhile, the guidelines should assist stakeholders in choosing the appropriate template for a given transaction and stewarding the contract negotiation process.
How to Build a Contract Template Playbook
Now that we know what to include in the playbook, the real work begins. The process of building a playbook should be a collaborative one, involving stakeholders from across the company. The following is a step-by-step guide to this work:
1. Ensure buy-in from leadership team
Depending upon the size of your company, the initial investment of time and money needed to create a template library and playbook may feel significant, and possibly cost-prohibitive. This fact alone may give leaders pause. However, when the benefits of templated contracts are presented, along with an overview of the process for building a template playbook, buy-in is more likely. Without it, the project may fail to reach completion or its full potential.
2 Designate a project lead
Once company leadership has given its blessing, a project lead should be identified. Often, this will be a member of the in-house legal team; but in smaller organizations, a project manager or other stakeholder might oversee the project. I have led numerous clients through this process, both as an in-house attorney and as external counsel, and with a little bit of elbow grease and time, either approach works just great.
3. Identify the contracts to be templatized
Not all contracts are suitable for templates. The most frequently used agreements are typically the most routinely used and relatively straightforward, such as service, confidentiality and consulting agreements. By creating templates for these agreements, employees will be empowered to close transactions on their own, leading to greater efficiency and considerable cost savings.
4. Seek input from stakeholders
The template drafting process will require input from different stakeholders within the company who manage functions relating to the agreement’s core provisions. For example, when creating a templated sales contract, you will need input not only from the sales function, but also, for instance, from finance, regulatory, IP and/or purchasing in order to draft certain clauses within the agreement consistent with their specific department requirements.
5. Design a policy for template use
Once the contract templates have been drafted, the next step is designing a template use policy for the company. This policy will address a variety of topics, from how to choose the right template to obtaining final signatures and filing in the applicable contract management system. The policy should be user-friendly for the business (without legalese) and provide firm direction with just enough flexibility to empower employees to use the template playbook with little to no oversight. For example, for the sake of company-wide consistency, the policy might instruct employees to always recommend use of the company’s templates when working with an opposing party. However, knowing there will be times when the other party will insist upon using their own template for the same reason, the policy should acknowledge this possibility and instruct employees on how to handle this request (e.g., requiring approval by the legal department if the company’s form is not being used or if the opposing party provide edits to it that materially impact the company’s legal rights and obligations).
6. Create guidelines for each template
In addition to a template policy, guidelines or similar “self-help” aides should be created for each template, which explain, in plain English, the template’s purpose and core provisions. The guidelines should also include a checklist or guide sheet for completing transactions with it, as well as a point of contact (an individual or business unit) for template-related questions. Once you have a contract SOP, templates, a template use policy and guidelines, your playbook is ready to be rolled out.
7. Roll out the playbook
Many companies will house corporate policies and procedures on their intranets for easy access by employees; the template library and playbook also belong here. Besides finding an appropriate home for the playbook, a successful roll-out requires an employee education component, such as an in-person education session or video-recorded learning module, to teach employees how to use the playbook. Ideally, access to the playbook will be granted to employees after they have attended a session; so tracking attendance is important. Likewise, this education should be incorporated into the on-boarding process for select new employees. When designing the presentation, consider including different members of the company (not just the attorney) who contributed to building the playbook. I recognize that unlike me (a self-described contract nerd), some employees will not be overly excited about attending this session. If possible, find a way to make it fun – an in-person meeting that includes lunch (think “Taco Tuesdays and Templates”) is always a big hit!
8. Schedule time to regularly review and update
Once a playbook is launched, it is important to review its contents on a regular basis (quarterly or annually, for instance). Besides new laws and regulations being passed, operational changes within the company might also impact specific provisions within one or more templates. Stakeholders might also report getting regular pushback on a particular clause, giving rise to an update to help make the template more user-friendly. Reviews and updates should always involve the business and your attorneys.
The ROI on a well-designed template library cannot be understated. Not only will it save your company time and money, but it will also help to elevate the company’s brand and may enhance corporate compliance efforts by the consistent inclusion of compliance-required language. If you are interested in learning more about this process or if you would like to implement a template library and playbook for your company, please contact Michèle Linde at firstname.lastname@example.org.
Michèle Linde is a Member of our Mid-Atlantic team with more than 30 years of in-house and private legal practice experience in the life sciences industry, including work with branded and generic pharmaceuticals, medical devices, academia, cosmetics and the champagne industry. Prior to joining Outside GC, Michèle served as EVP, Global Corporate Governance, Chief Legal Officer & Corporate Secretary at Virpax Pharmaceuticals. She can be reached at email@example.com or 302-256-4724.