Seven Commandments of Legacy Contract Migration Post #5: “Thou Shalt Enrich Your Contracts With Metadata” is the Second Commandment

Glad you have made it this far in our ongoing series The Seven Commandments of Legacy Contract Migration:Moving from Chaos to Control with a High-Integrity Apttus Repository

Our Second Commandment is “Thou Shalt Enrich Your Contracts With Metadata”

 

Going to the dentist is rarely something to look forward to. Especially if the visit is not a diagnostic but an intervention.  Some words are particularly discomforting – root canal, cavity….extraction. Extraction. The act of removal. A vivid imagination is not always a boon. This word conjures up images of finality.  Also of a void left unfilled. Nature abhors voids. I don’t like voids.

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Here’s the good news. The dentist I know is an average tennis player but a world-class practitioner. He has perfected the art of making an extraction exercise seem fulfilling. It could be the mood-altering vapors fed to me, or the titillating conversation while I lie supine, donning what I think are Erik Estrada’s actual glasses. In fact, it’s none of these things. It is the fact that Dr. Ron (let’s call him Ron for ease…) makes one think of extraction as a stop along the journey to a much more glorious destination – bountiful oral health. As such, he doesn’t call the exercise…Extraction… he calls it Enrichment.

 

“Enrich” is my “Safe Word”

When talking to General Counsel about creating a high-integrity contract repository, I have learned to balance the promise of risk management, controls, standardization and decision-support analytics emanating from a single source of truth of all material obligations,” with the reality of the mechanics involved in getting there. In other words, to get to bountiful oral health, one must pass through Ron’s extraction exercise.

Extraction in this context refers to metadata. Metadata, on its face, is defined as “data about the data.” In the world of contract management, metadata is known as the unstructured content contained within contract documents. In order to make good use of the metadata, it must be extracted from documents. However, extraction sounds mechanical and tactical. It needs to happen, but doesn’t really give General Counsel a sense of strategic focus. Now, if the purpose of metadata extraction is to enrich contract documents with metadata that is the foundation of contract management excellence…THAT is something worth championing.

Further, the enrichment needs to be done with quality and an audit trail to each decision taken along the way. When should it be done? Which tooth? Was the whole tooth taken out? How do you know? What’s the care plan post extraction? Should someone oversee the procedure? Enrichment is much more strategic than extraction.

Enrich is therefore my safe word.

 

Know why you are extracting – don’t take more than you can use

Ron has never taken out teeth that were not in trauma. At least, not that he’s ever admitted to me.  The extraction of a tooth is a deliberate exercise of identifying the tooth, documenting the rationale behind the procedure and ensuring that it is absolutely necessary to do. Similarly, in creating a high integrity contract repository, companies need to identify the metadata they want to identify, extract these elements and enrich related contract documents by attributing this metadata to these documents.

The most fundamental metadata is that which enables search and retrieval. Abraham Maslow would say that analyzing the content of contracts is a worthy goal, but they must be located prior to any of this happening. Finding contract documents is the air and water of contract management. So, metadata such as counter-party name, effective date, expiration date, contracting entity…these are all critical attributes contained in contract documents that enable them to be found.  If it’s not going to be used, it shouldn’t be extracted.

Intra & Extra Oral X-Rays

It is my understanding that dental X-Ray’s are obtained through 2 principal methods. Inside the mouth and outside the mouth.  Each one of the images taken is mapped to a section of the mouth and jaw and each is named. Each has a purpose and commands different approaches. Now, none of this may actually be true, but it’s what Ron told me, so for now, I’ll take it at face value. The purpose of these X-Rays is to get an overall picture of the patient and enable decision-making in the context of the overall oral condition. This is really valuable because it provides a foundation for decision-making in context.

Similarly, in contract management, metadata maps accomplish the same thing. Many companies over-indulge metadata in their quest for analytics. Further, the process of making a list of desired metadata is typically federate. Key stakeholders are asked what they want to track, and a list is made. Sometimes is de-duplicated, but the exercise is not severe. If things are worded similarly but not exactly the same, often two duplicative fields are extracted. Further, there is rarely a map of each metadata field to a business purpose.

I have found that a simple mapping of metadata fields to business purpose enables a company to focus on just those fields that have actual business value. Here is an example from a healthcare company:

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The net of it is that if a metadata field cannot be mapped through to a business purpose with drivers and measurements, it likely wouldn’t be enriching a contract document. Rather, it would make the burden of keeping it evergreen, quite intimidating.  Caring for a void where a tooth was removed is no fun if the reason for removal is vague.

The net result of enriching contract documents with metadata is that these contracts can be found and leveraged for their contents. The process of enriching contract documents is akin to striving for good oral health. The process of getting there requires a lot of care and strategic decision-making (and involves a lot of work by a trained professional), but in the end, yields benefits.