WHY LEGACY CONTRACT MIGRATION IS THE FOUNDATION OF A HIGH-INTEGRITY REPOSITORY
I’m not exactly sure how many tennis players are out there. I think there are more than there were last year, or the year prior. I hear that tennis is catching on and more people are playing the sport. It’s a lifetime sport and even in one’s advanced years it is possible to compete.
In fact, it’s my observation that most tennis players, who have been playing for years, are even better in their advanced years than in their earlier years. Earlier this evening, I was schooled on the court by a trio of septuagenarians “looking for a fourth” (I have no qualms abandoning all class and drop-shotting and lobbing the octogenarians). I think I know why – these tennis players know where they have been, so they are confident as to where they are and where they plan to go. In other words, the integrity of their repository of tennis knowledge must be extremely high.
Reminder about why a High-Integrity Repository is Important
What does a high-integrity repository of information (on any subject) allow one to do? At a fundamental level, one can search for relevant information, retrieve it and be able to use the information for context sensitive decision-making. At a less plebeian level, a high-integrity repository is a source of truth that can display scenarios based on combinations of data that can enable agility in decision-making. In the world of contract management, this phenomenon is the foundation of a robust contract management initiative. In the domain of tennis, it enables player’s decades my senior to reach into their repository of tennis experience to school me relentlessly.
The process of repository building is what leads to integrity
When a CLM system is first implemented, starting with a repository of current obligations is rational. In order to start here, you need to populate the repository with existing contracts – this process is often referred to as Legacy Contract Migration.
There are only two things in a contract repository – contract documents and metadata. However, it is how these two things are articulated individually and in relation to each other that are the key to high- integrity. The process of this articulation is how legacy contract management is executed and when done well will set the organization up for managing obligations with confidence.
Similarly, in tennis, there are only two things – a racquet and a ball. How they are articulated individually and in relation to each other is what creates brilliance…or not…
Just knowing what you have (or don’t have) is critical
The first step in the process of Legacy Contract Migration is gathering all contract documents that you believe represent existing obligations. This is really not that hard. I have heard many fear-mongering firms in the market claim that a company doesn’t know where contract documents may live in their environment. As such, they need to go through a detailed exercise to crawl through networks and identify anything that looks, smells feel like a contract document. In reality, companies generally know where contract documents are stored. Shared drives, hard drives, and document management systems, file cabinets, etc. It is a rare company that says “I have no earthly idea where my contracts live.”
So, gather all documents from known sources and place them in one place. Simple.
Then identify them by contract type – not by file name, since contract documents rarely have a consistent naming convention. Each document needs to be opened and identified.
Put them into parent-child relationships and use that to identify what is duplicate or missing.
Once you complete each family, one of the two dimensions is prepped.
You have your racquets, they are strung, the grip tape is wrapped and you put them aside. You have learned a lot about what you have, what you don’t and how you closed the gap.
Now the variables
A tennis ball can be hard, soft, furry, bald, hard court, clay court, white, green, yellow or orange. It can do a whole lot of things. It can bounce, it can spin, it can fly, and it can fall and not bounce. Spins can be top, back, side. The bounce can vary based on surface. The ball and its options are like contract metadata. These are attributes that reflect the behavior and purpose of the ball and it’s movement.
Similarly, the metadata one identifies can vary based on whether the goal is search and retrieval, obligation management, spend management, compliance, risk management, etc.… How they are used depends on the context.
The process of identifying metadata in legacy contract migration is very instructive. It allows a company to truly introspect and determine how they want to manage contracts and why. It also creates a lot of productive dialog in the company about the process of obligation management. Who owns it? How are obligations tracked? What are the risks and consequences of not being proactive about obligation management? Can I tell the audit committee of the board at any point where a contract with counterparty is and whether or not it is active?
Actually playing the game – and improving…
Now that you have your racquet and your ball, you have all the raw data you need to determine what you do with them. By combining the knowledge of the racquet and the ball movement, chronicling how these two have interacted to create shots, win games, sets and matches, you are able to make decisions about which shots are risky, which are high percentage, which should be used against which opponent and when. How can a game be continuously improved based on the data in the tennis repository?
Similarly, once you have the contract documents identified and organized, and the metadata fields selected and defined, you can combine these two elements to create a repository.
The process of legacy contract migration is extremely instructive and becomes the foundation for high-integrity repositories that can be used to continuously improve contracting practices. Additionally, with a high-integrity repository in place, organizations make fully-informed decisions faster which can improve their competitive advantage.
I think I will work with my septuagenarian tennis counterparties, analyze the provisions in their game and place them in my repository.