Commandment 1: Thou Shalt Discover & Organize Your Contract Documents
When I lay my head down on my pillow at night, my thoughts do not revolve around how I could have conducted THAT business meeting better, or if I could have been more elegant in delivering a talk at a conference. Rather, it’s playing back in my head all the ways I could have been a better parent. The best application in my view, of continuous improvement principles, is in parenting. Last night, it was all about how I could have done a lot better with my teenage daughter today.
When my wife is out of town, I turn into what she affectionately refers to as Disneyland Daddy. I take the kids out to eat. Maybe we go catch a movie. Homework? I’m sure they can figure it out – they’re self- driven. Perhaps the new simulated flying place would be neat. Today, it was going to be different. No eating out. No movies. Stick to the routine. One exception. Daddy was going to really knock the ball out of the park – I decided to bake with my 6th grade daughter.
Merely envisioning the end product doesn’t make it magically appear
I saw the photo of the tart. It was absolutely wonderful. I knew there was a bunch of heavy lifting to get it there. However, I was a little cavalier. I thought I had all the ingredients. Butter. I had that. Oh, wait. Un-salted? Maybe not. Sugar. I had that. Oh, wait. Confectioner’s sugar? Maybe not. Limes for the glaze. I had that. Oh, wait. Frozen lime-aid concentrate? Maybe not. I decided to proceed with suboptimal ingredients rather than go to the store. Probably not the best decision.
In the building of a high-integrity contract repository, it is easy to envision the beauty of a high-integrity source of truth where you can fluidly search and retrieve any contract document related to material obligations. However, getting there requires starting with the ingredients. Contract documents. Master Services Agreements. I have those. Oh wait. MSA’s with the right contracting entity. Maybe not. All child documents. I have those. Oh wait. Amendment’s, SOW’s, order documents? Maybe not. A list of counter-party names as a cross-reference? I have those. Oh wait. A reliable source of truth that supersedes anything I find in the contract document? Maybe not.
In the world of repository building, the first step is to discover all contract documents that are potentially relevant to the counter-party relationship, then making sure that they complete a contract family. Are there duplicate documents? Are there some missing – Amendment 3 refers to Amendment 2 but Amendment 2 is no-where to be found. Can you create an agreement outline? Is everything OCR’d so it’s fully text searchable? Documents named in a common naming convention? These seemingly tactical steps are critical to ensure that all the right ingredients exist for making the tart (repository). A tart without cornstarch in the glaze is a tart without integrity.
It’s not jut the ingredients, it’s the combination
Flour, butter, vanilla extract. My daughter and I lined up the ingredients. Now, we needed to combine them in the right proportions and right order to make sure the final product was edible (my goal was more realistic – I started with legendary and landed at edible). Tart crust first right? Filling second? Glaze third? What if I put more sugar than the recipe asked for? Would it be sweeter or just flat? If I put in more lime-aid, would it be too tart or just tangy enough? Do I know what zest is? My daughter, bless her heart was fine with us guessing, rather than being disciplined about the recipe.
In building a repository, this is the Organize step. You have all your contract documents outlined by parent/child relationships They are all fully text searchable. They are all named in a common naming convention. Now, what metadata needs to be extracted? For what business purpose? Are there too many metadata fields being extracted? Are there not enough? Are the metadata field definitions understandable?
So in crafting the 7 commandments of Contract Migration, it is clear this is the first one: Thou Shalt Discover & Organize Your Contract Documents. This Organize phase is critical as a step following the proper Discovery of contract documents. With these two elements together, the contract documents are prepared for Enrichment or metadata extraction. This is the baking part.
Oh and a preview of coming attractions: the tart baking part didn’t go so well for me.
More in the next blog post.