1. Chapter 3: Drafting a Contract

You can create a Contract using the following methods:

• Drafting a Contract from Blank

• Draft a Contract from Stored Executed Contract

• Draft a Contract from Contract Request

• Stored Executed Contract Using Examiner

3.1 Draft Contract from Blank

To draft a contract from blank:

1. On the Contracts tab, click the icon, and select Contracts > Using Blank Form.

OR

Click Create Contract.

2. Select the type of contract you want to create, then click Create Contract.

3. The Create Contract page is displayed.

• Section Only: You can toggle between viewing one section at a time and viewing multiple sections at once. Use the Next and Previous buttons to move between contract sections.

• Rapid Fill: You can toggle the rapid fill to fill the indicator fields.

The contract document has the following sections:

• Basic Details

• Scope

• Terms

• Team Members

• Internal Party

• External Party

• Contract Language

• Milestones

• Notes and Attachments

• System Information

• Line Details

• Linked Documents

• Additional Info

3.1.1 Basic Details

The Basic Details section allows you to add the basic details required to create a contract.

• Contract Name: Enter the name of the contract. By default, the Contract Number value is assigned the Contract Name.

• Contract Number: A unique number assigned to the contract.

• Contract Type: This field displays the Contract Type.

• Contract Sub-Type: Select the Contract Sub-type. This is based on the Contract type selected while creating a Contract.

• Contract Owner: This read only field displays the Contract Owner for this contract.

• Mark as Confidential: Select this checkbox if you want to mark the contract as confidential.

• Description: Enter a brief description of the contract. This description is helpful for suppliers and team members.

• Category(ies): Select the Categories for the Contract.

• Business Units: Select the Business Units

• Regions: Select the Region

• Type of Spend: Select the Spend Type.

3.1.2 Terms

This section allows you to add the Contract Terms and Conditions.

• Currency: Select the applicable currency type for the contract. This field displays USD by default.

• Payment Term: Select the Payment Term for the contract.

• Total Contract Value: Enter the Contract Value amount.

• Utilized Value: Enter the Contract Utilized value.

• Effective Date: Enter the Contract Effective Date.

• Is Perpetual: To make the contract without an expiration date, select this checkbox.

• Remain Effect: You can define the period till which the Contract is supposed to be live

• Expiration Date: Enter the end date until which the contract will be effective. This field is visible if the Remain in Effect is selected as To Date.

• Effective Period & Duration: You can define the Contract’s expiry based on the effective period and duration. These fields are visible if the Remain in Effect is selected as For Period of.

• Auto-Renew: This allows the contract to be renewed after a certain period.

• Contract Risk Score: This score will be generated based on the average risk scores of all the clauses used in the corresponding Contract languages.

3.1.3 Team Members

The Team Members section allows you to add multiple team members and provide them view and review access to your contract document.

To add Team Members.

1. Click Add.

2. To add a user, in the Users tab select the applicable user and click Add.

3. Similarly, to add a User Group, in the Groups tab select the applicable group and click Add.

4. The Added users/user groups are displayed in the Team Members section.

5. Click Add to add more users.

6. To delete a user, select a specific user and click Delete.

7. To make a user a Co-author, select the checkbox under the Co-Author column.

3.1.4 Internal Party

A new blank row is displayed by default under the Internal Party section whenever a Contract is created.

This section includes the following fields.

• Legal Entity: Select the Legal Entity.

• Referred As: Select the Referred As from the drop-down options.

• Attorney: Select the Attorney from the available options.

• Authorized Signatory: Select the Authorized Signatory for the buyer’s and supplier company. Authorized signatory has the authority to sign the contract on behalf of the organization.

To add another Internal Party, click icon.

To delete an Internal Party, select an applicable Internal Party and click the icon.

3.1.5 External Party

To add an External Party:

1. Click Add.

2. The Add External Party slider window is displayed.

3. Select the applicable External Party and click Save. You can search for a specific External Party using the Search bar.

4. Close the slider window once you finish selecting the external parties.

5. The External Party details are displayed in the External Party section.

6. The Supplier Risk column displays the Supplier Risk score, which indicates the risk associated with the Supplier. Select the Authorized Signatory and Supplier Location, if required.

7. You can create a Supplier Contact by clicking the Select option under the Supplier POC column.

8. The Supplier POC slider displayed. Select the applicable POC and click a Done.

1. a) Additionally, you can create a new Supplier contact by using the Create Point Of Contact button.

2. b) The Supplier Authorized signatory slider is displayed.

1. c) Enter the applicable details and click Save.

9. You can also view the details of the External Party/Supplier under the Supplier Details column. To view the details of the External Party/Supplier, click the View Details link under the Supplier Details column.

Note	For Pre-signed and Authoring modes, you can add a maximum of 3 internal parties.

3.1.6 Contract Language

Contract Language elaborates the terms and conditions of the agreement. It also defines the roles and responsibilities of each party that is part of the contract. Contract Management has been built to act as a central repository for all contracts; pre-signed or new.

There are 2 tabs in this section:

• Draft

• Signed Documents

3.1.6.1 Draft

You might have existing pre-signed contract language in place. Contract Management lets you add pre-signed contract language to the application so that it acts as your repository for all contracts. This also helps you bypass the review, approval, and signature process for contract language. You can upload a Contract language document  in JPEG, PNG, PPT, and EXCEL  files formats.

To upload a contract language:

1. On the Draft tab, click Upload File.  The following screen is displayed:

2. Drag and drop the file.

OR

3. Click Upload Documents, browse to the contract language document, select it and click Open to upload the document.

4. You can rename the document, put a watermark and also enable track changes to the uploaded document.

5. Click Save when upload is complete.

6. Once the Contract language is added, the status of Contract changes from Draft to Author Contract.

7. To add more contract language documents, click Add Language > Upload Document and perform the above steps.

Note	The document uploaded will have multiple versions depending on the edits. The same document uploaded with a different name will be displayed under one section as the document will be tagged based on the document metadata.

3.1.6.2 Upload Language Template

To upload the language document using a template

1. In the Contract Language section, click Use Language Template.

2. The Language Template slider window is displayed.

3. Select an applicable template and click Use Template.

4. Enter the Document Name and select the applicable Watermark option.

5. Click Save. The uploaded template is displayed in the Contract Language section.

3.1.6.3 Signed Documents

This tab displays the list of signed documents.

3.1.7 Line Details

Line Details section contains information about the items and services for which the contract is drafted. This section allows you to add line items for a contract.

To add a line item:

1. Click .

2. Enter the details in the Line Details section.

OR

3. In the Lines section, click More and select Upload Lines to upload the Line Items in a template. For more information, see Download Template

The Upload Lines slider window is displayed.    

Note	Tip: Click Download Template to download the line-item template if you do not have a pre-existing template. Enter the details in this template and then upload the line items.

4. Drag and drop the file or click Browse and locate the file.

5. Once you upload the file, click Save.

6. Click OK to continue.

7. Once the line item is processed successfully, you can view it in the Lines section.

8. Click View Log to view the log of the actions performed in the Line items section.

3.1.7.1 Download Template

To download the template,

1. Click More and select Download Template.

An excel template is downloaded.

This Excel template has the following tabs to enter data.

• Instructions: This tab contains instructions for adding data in the template.

• Contract Lines: This tab allows you to add basic Contract details.

• Tiered Pricing: This tab allows you add the Tiered Pricing details.

Enter the applicable details and upload the template.

3.1.7.2 View Log

To view the log:

2. Click More and select View Log.

The View Log slider window is displayed.

3. Click Done to close the slider window.

Note	You can hide/unhide columns of the Line Details using expressions from GEP Build Studio. This applies to both standard and custom columns.

3.1.8 Milestones

The Milestones section allows you to create tasks for certain users.

To add a milestone:

1. In the Milestones section, click Add.

2. Enter the Milestone Name and Description.

3. Select the Assignee Type.

• If the Assignee type is User then Assign User.

• If the Assignee Type is Group, then Assign Group.

• If the Assignee Type is External, then Assign an External Group.

4. Select the Milestone Due Date.

5. Select the Mandatory and Approval Required checkbox, if required.

6. Add Attachments, if required.

7. Click Save. The Milestone is displayed in the Milestone section.

You can also add additional Milestones. To add additional Milestones, click the icon. To edit the milestone, click the applicable milestone.

3.1.8.1 Assigning Activities to Milestone

You can create and assign activities to specific milestones.

To create and assign an Activity:

1. On the Milestones section, click the icon. A slider window is displayed.

2. Enter the Activity Name.

3. Select the applicable Milestone for the activity.

4. Enter the Description, if required.

5. Select the Assignee Type.

• If the Assignee type is User then Assign User.

• If the Assignee Type is Group, then Assign Group.

• If the Assignee Type is External, then Assign an External Group.

6. Select the Start Date and End Date.

7. Select the Approval Required checkbox if the activity requires an approval. Enter the Activity Approver.

8. Click Save.

The created Activity is displayed in the Milestones section.

To add another activity, click the icon.

3.1.9 Notes and Attachments

You can upload soft copies of the contract documents and additional documents for the contract. You can also add notes and external links.

Upload all relevant documents either as scanned or as individual attachments, including:

• Internal Process Sign off Forms.

• Appendices

• Notes and external links

• Any other documents pertaining to the contract that may be useful.

To upload an attachment/file:

1. In the Attachments tab, click Add.

The Add Attachment slider window is displayed.

2. Browse and locate the file.

OR

Drag and drop the document.

3. Click Done. The uploaded document is listed in a grid.

4. To delete a document, select the required document and click the Delete icon. A confirmation popup is displayed. Select Yes to delete the selected document.

5. To add Notes, click Notes, on the notes pop-up, enter the applicable details and click Add Note.

3.1.10 Additional Information

The Additional Information tab is configurable as per your organizational configuration requirement. This tab captures the additional information apart from the standard ones covered in your contract.

3.1.11 System Information

This section displays the Contract information in a read only format.

3.1.12 Related Content

The documents from which the Contract is created or the documents to which the Contract has been flipped appear in the Related Content section. You must click the document number to view the summary of the associated document.

3.1.13 Notification

This section displays notifications and and also allows you to create custom notifications.

To create Custom Notifications:

1. Click Add Notification Rule.

2. The Add new rule slider window is displayed.

3. Notification Name: Enter the Notification Name. For each notification rule, you can search for and update the Notification Name defined at the domain level. Changing the notification will not affect the domain-level setting but will apply only to the specific Contract.

4. Notify Me: Select whether you want to be notified before or after the notification.

5. No: Select the number of days in advance or before when you should receive the notification.

6. Time Duration: Select the time duration as either days, months, or weeks for the notification.

7. Alert Attribute: Select the applicable Contract Alert Attribute drop down option for activating the notification; Contract Expiry  Date or Contract Effective Date.

8. If required, Enable the Set Recurrence option to set recurrence based on days, months, weeks, and custom dates and frequency.

9. To Roles: You can select the applicable recipients or enter the custom roles recipients to send the notification.

10. To Emails: Enter the email address to which the notifition is being sent, if required.

11. Enter the CC and BCC Roles and Email address to which the notifition is being sent, if required

12. Select the Subject and applicable Language of Notification.

13. You can customize the email using the variables available in the left pane, if required.

14. Click Save.

The notification is displayed in the Notification section and will be sent to the applicable recipients. You can disable the notification by moving the Enabled slider button.

3.1.14 Contract Clauses

This section displays the Contract Clauses extracted from the Contract language document. The extraction of clauses in authoring mode will happen on uploading a Contract Language document.

1. To upload a Contract language document, refer to the Contract Language section.

2. After uploading the Contract Language document the application will start extracting the clauses.

3. An informative message appears as clause extraction is in progress is displayed in a banner within the Contract Clauses section.

4. After successful extraction, you can view a success message indicating the extraction of clauses are successful and the clauses are displayed.

3.2 Draft a Contract from Stored Executed Contract

This method allows you to create contract using Signed documents. The Signed template is available in the Contract Language section.

To draft a contract from stored executed Contract:

1. On the Workbench page, click the icon.

2. Select Contracts > Store Executed Contract.

3. Select the type of contract you want to create, then click Create Contract.

4. The Create Contract page is displayed.

To enter the details, follow the exact same steps in the Draft Contract from Blank section.

3.3 Draft a Contract from Contract Request

Depending on your role/profile, you may or may not have the rights to create a contract. If you do not have the rights to create a contract, you can still initiate the contract creation process.

To initiate the process, create a request for the contract. Users with rights to create a contract can flip the information you add to the request into a contract.

To draft a contract from Contract request:

1. On the Workbench screen, click the icon.

2. Select Contracts > Contract Request.

3. Enter the details. For more information, see the Draft Contract from Blank section.

4. Click Manage Approvers to add/view the approvers. For more information, see the Manage Approvals section.

5. Once the approvers are added, click Submit for Approval. The contract document is sent for approval and status of the Contract document changes to Approval Pending. For more information, see Manage Approvals.

6. Once the Contract document is approved, click Flip to contract to flip the Contract Request document into a Contract.

7. Select the Contract Type if required.

8. On the Confirmation pop-up, click Yes to proceed.

9. The Contract Request is now flipped to a Contract. The Contract document will be displayed in the list of Contracts.

3.4 Stored Executed Contract Using Examiner

This method allows you to upload pre-signed Contracts into the application and extract metadata and clauses using AI.

To upload a Contract from Examiner:

1. On the Contract workbench page, click the    icon.

2. Select Contracts > Stored Executed Contracts Using Examiner.

3. The Using Examiner page is displayed.

4. Click Browse to locate the file.

5. The AI will start extracting the metadata from the file.

6. Once the extraction is successfully completed, Confirm Contract Type, and then click Create Contract.

7. The Contract is created with the AI extracted data, including Contract Clauses from the document.

8. Enter the required details and Execute Contract.

9. A confirmation message is displayed. Click Yes to proceed.

10. The status of Contract changes from Draft to Live.