Tip 8: Consistent terms & definitions in your documents
๐๐จ๐ง๐ฌ๐ข๐ฌ๐ญ๐๐ง๐ญ ๐ญ๐๐ซ๐ฆ๐ฌ & ๐๐๐๐ข๐ง๐ข๐ญ๐ข๐จ๐ง๐ฌ ๐ข๐ง ๐ฒ๐จ๐ฎ๐ซ ๐๐จ๐๐ฎ๐ฆ๐๐ง๐ญ๐ฌ
Make sure that you use the same terms and definitions in your contracts and other important documents. It is also advised to follow the same rule for commercial documents like pitches / offers and even your website.
๐ช๐ต๐?
1. To ensure that everyone knows what is meant exactly by a certain term that you use in your company.
2. To create the best possible customer experience.
3. To avoid any misunderstanding on what service or product the customer has purchased from you exactly, and under which conditions.
4. In case of commercial discussions (and even litigation) about a term in the contract for whatever reason: e.g. exact services purchased (and under which conditions), the price for the service, termination possibilities, volume commitments, compliance and system requirements, etc.
๐๐ ๐ฎ๐บ๐ฝ๐น๐ฒ
For a typical SaaS/Software company this means that the same terms/definitions should be used for the following documents (depending on the contractual set-up):
โ General Terms and Conditions
โ End User License Agreement
โ Customer Contract / Master Ordering Agreement
โ Order Form / SOW (Statement of Work)
โ Annexes likes the Data Processing Addendum (DPA), Data Security Addendum and the Pricing Annex
โ Disclaimer on the website
๐๐ฆ๐ต ๐ฎ๐ฆ ๐ฌ๐ฏ๐ฐ๐ธ ๐ช๐ง ๐บ๐ฐ๐ถ ๐ฏ๐ฆ๐ฆ๐ฅ ๐ฉ๐ฆ๐ญ๐ฑ ๐ธ๐ช๐ต๐ฉ ๐บ๐ฐ๐ถ๐ณ ๐ค๐ฐ๐ฏ๐ต๐ณ๐ข๐ค๐ต ๐ต๐ฆ๐ฎ๐ฑ๐ญ๐ข๐ต๐ฆ๐ด!
Tip 7: All templates in one place
๐๐ฅ๐ฅ ๐ญ๐๐ฆ๐ฉ๐ฅ๐๐ญ๐๐ฌ ๐ข๐ง ๐จ๐ง๐ ๐ฉ๐ฅ๐๐๐
Remember to store all your (contract) templates in one central place to make sure that everyone is (i) able to find the correct templates quickly and (ii) using the correct template.
Sounds very straight forward, but in reality I rarely see companies that store all templates in one central place easily accessible for all involved team members.
Storing all contract templates in one central place is challenging for most companies, but especially in case of:
โ fast-growing companies
โ mergers/acquisitions
โ activities in multiple countries
โ large groups with many subsidiaries or a complicated corporate structure
โ contracts in different languages
โ involvement of different departments (Account Management, Sales, Partnerships, Sales Operations, โฆ)
๐๐ก๐๐ญ ๐ข๐ฌ ๐ญ๐ก๐ ๐๐๐ฌ๐ข๐๐ฌ๐ญ ๐ฐ๐๐ฒ ๐ญ๐จ ๐ฆ๐๐ค๐ ๐ญ๐ก๐ ๐ญ๐๐ฆ๐ฉ๐ฅ๐๐ญ๐๐ฌ ๐๐๐ฌ๐ข๐ฅ๐ฒ ๐๐๐๐๐ฌ๐ฌ๐ข๐๐ฅ๐?
Best options are:
(a) fully/partly automate your contract creation and be strict that this is the only way that contracts can be generated. This way the relevant, most up to date and correct Contract Template is used and all templates are stored in one spot as you should only be able to use this automated system; and
(b) create a central place (usually an internal website or โ less ideal โ a shared folder).
๐๐ซ๐ฎ๐๐ข๐๐ฅ: give training โ at the start of employment and regularly thereafter โ to your employees to make sure they know where the contract templates are located and how to correctly use these templates.
Tip 6: When making your specific contract, start with the correct template
Introduction
Previously in the series “How to improve contract templates”, we emphasized knowing the content of your contract templates. See the full article here: https://amstlegal.com/tip-5-review-the-contents-of-your-templates/. Now we’re zooming in on perhaps the most common issue with contract templates: How the templates are used daily. Because even with all the technology available to automate contract creation, most contracts are still created in word processing software such as MS Word. The templates are often saved in unstructured ways too. Additionally, the people that use the template contracts on a daily basis for a specific customer contract do not always use the correct template, i.e. the latest version, when making a new contract. While simultaneously doing that without using contract automation, unexpected risks can show up later on. Keep reading to learn what risks you could be facing, and how you can manage them.
When making a specific contract, start with the correct template
Why is it so important to start with the correct template?
Naturally, it sounds very convenient to use a contract of another client or the contract template that you have been using for years when making a new contract. However, this is the biggest risk associated with contract creation for companies that do not use contract automation. More time and money will need to be spent on the (re)negotiation of the contract and/or potential mistakes or claims in the future because your contract did not fit with the client or the specific situation. Using the correct template can be a step on the way to minimize encounters with these risks.
How do you minimize this risk?
So how do you avoid the risks connected to not using the correct template? There are many options to minimize those risks. However, we have found from experience that the two best ways to minimize these risks are:
- Fully/partly automate your contract creation and be strict that this is the only way that contracts can be generated; and
- Create a central place (usually an internal website) to store the contract templates, and give your employees regular training.
Unfortunately, the first tip can take some time to set up and requires recources for it to fully work. The pros outweigh that though, so don’t fear the power of technology when making contracts. For the second tip to fully work, we advise to provide training to the employees regularly. For example at the start of the employment followed by regular consistent training after that. This is our standpoint because you want your employees to know where the templates are located and how to use them.
Another tip that could be conjoined with the other two is to make sure that the importance of this is discussed regularly in your team or during company meetings.
Conclusion
To sum this article up, it can make a major difference on the aftermath of your contracts whether the correct template is used or not. Therefore we do advice to invest in good templates and good training for the employees. Doing this will make your contracting process much easier. If you feel like this is something that you would benefit from, contact us at AMST Legal for further personalized advice.
How To Improve your Contract Templates – 6 Tips
Introduction
Even though most companies, especially tech companies, make great use of contract templates in their business, many still struggle how to make and use them well. Consider the tips we provide in this article ‘How To Improve your Contract Templates – 6 Tips’ to get your contract templates to the next level. At the same time, making use of the following 6 tips can save you time and money throughout the process. If you want even further insights on how to improve your contract templates, see our next article here: https://amstlegal.com/tip-1-80-template-20-no-template/.
Common issues
Why do many companies struggle with making and using contract templates well then? From experience in the legal field, we at AMST Legal have encountered common pitfalls. When making and using contract templates, the most common issues concerns having:
- outdated contract template that are difficult to find, make, use or explain. Non-structure makes the usage complex.
- incorrect, too complex or easily amendable contract templates. That leads to a necessity for the legal department or lawyer to review and negotiate too many contracts, and
- several versions of one contract template. When using too many templates, there is often a gap between legal/management.
These issues create delays in the creation of contracts, increases risk for the company and raises the workload of your commercial and legal team to try to solve issues with your clients due to the use of incorrect templates. To resolve these issues, we created this article ‘How to Improve your Contract Templates – 6 Tips’. Our aim is to show how you can change your contract templates to avoid these common issues.
Why is it Important to Invest in Great Contract Templates?
Even though the passion of AMST Legal is to negotiate and draft contracts for specific clients, one lesson learned is that it is also extremely important to invest time and energy in making good contract templates, instead of devoting most of your time making custom-made contracts. Investing time for creating good and easy-to-use-templates is worth the tedious work in many aspects. Not only will it result in saving money and limiting risks for your company, but will also help you with assisting your clients better and faster.
How To Improve your Contract Templates – 6 Tips
80 / 20 Rule of Contract Templates
At AMST Legal, it is our philosophy to work on structuring a company towards what we like to call it, the โ80% template – 20% no-templateโ rule whenever possible. Briefly, this translates to having templates for 80 % of your contracts. In turn, you will have more time and resources for larger, more complicated setups/clients that require custom contracts – both in terms of drafting and negotiation. Why we advocate for this rule is mainly significantly lower costs for legal fees as the contracting process will be easier to handle for non-legal.
Legal in the Lead
It may sound obvious, but make sure that Legal, i.e. an external lawyer or your in-house counsel, is in the lead when making the contract templates. This translates to letting legal control the drafting, implementation and filing. Our advice is to use this approach for all contract templates. Even for documents that you might feel like are purely commercial (e.g. Service Level Agreement, Pricing/Offer Documents or Engagement Letters). Using this approach on all contract templates ensures correct management of your contract templates. However, it is not necessary that legal complete and send out the specific contracts made from the contract templates.
Pro-tip: If you have the possibility, it is best to ask for advice from an internal legal counsel or department (interim or permanent) on this subject as he/she understands the business of your company better than external lawyers. Your internal legal department will also be able to advise you where you will need external lawyers for certain parts of your contract templates.
Legal involves other departments
Make sure that Legal is not the only one drafting and implementing the template contracts. Legal absolutely must consider the opinion of the other departments of the company and amend the contract template where necessary. Alignment with the business – for example Sales, Products, Finance or Compliance – is essential to make sure that the templates do not only cover the legal risks, but also mention important business risks, practical issues and all products/services of the company. Another important reason to include these departments in the creation of the templates is to create a support base. The business will be a lot more engaged if they understand and agree with the template contract and if they have helped with the creation of it.
Make an inventory of your contract templates
Regularly make a list of all the contract templates that the company is actually using day to day. Make sure you know how many specific contract templates the company has for its products/services, countries, languages and departments. The amount of templates in-use and their storage space might surprise you. Having this list will give you a better idea which next steps you should take to improve your contract templates. Legal will have to ask the input from each relevant departments to make sure that the list is complete.
Review the contents of your contract templates
As a follow up on the previous point, perform a detailed review of your contract template and all versions of the template. Ask Legal to go through the wording of the templates, together with other departments, to make sure that they are all legally up to date and still work for all products/services that you are offering and cover the business risks.
Consider the growth process of your company as an example:
- in the beginning, you might used certain contract templates without legal alignment (i.e., made by the commercial team or online templates), or
- over time, the company might have changed, but not your templates. Therefore, the old templates may no longer be suited to current needs.
When making the specific contract for your client, start with the correct contract template
The most common issue with contract templates is the correct use of these documents. In today’s modern world there are various technology for automatic contracts. The most used tool for writing contracts is however still word processing software, like MS Word. Many also save the contract templates in unstructured ways.
Additionally, people that actually (should) use the template contracts to make the specific client contract do not always use the actual template as a starting point when making a new contract. It sounds very convenient to start with the contract of another client or the contract template that you have been using for years, but this is the biggest issue with contract creation in case a company did not automate contract creation. This results in a need to invest more time and money. Mainly on (re)negotiation and/or potential mistakes or claims in the future. All because the contract did not fit with the client.
My advice is to put in place good procedures to make sure that all colleagues start with the correct template when drafting a contract. There are several ways to make sure this works efficiently:
- automate your contract creation and make it the only way of generating contracts, and
- give training (at start of employment and regularly thereafter) to your employees in how to use the templates.
Finally, make sure to stress the importance of this subject and discuss it regularly.
Conclusion
The key to mastering contract templates involves these 6 strategic steps. With some planning and discussion, these tips are easy to apply. This concludes this introduction of or coming article series ‘How to Improve your Contract Templates – 6 Tips’. We hope these initial tips has helped you by providing some guidance on how to improve your templates to increase efficiency and revenue.
We look forward to sharing more tips with you on this subject in the following 9 articles in the series ‘How to Improve Contract Templates’. As a bonus, we have an additional article series on how to roll out your new templates.
If you need further tailored advice on how to improve your templates, reach out to us at AMST Legal.
Background and Contact Information
Robby is an experienced international legal counsel. He provides legal advice with a pragmatic and business minded approach. He is specialized in legal and strategic advice related to commercial contracts, with particular interest in (i) negotiating and drafting of complicated commercial contracts, (ii) creating new or improved templates for companies and (iii) commercial contracting advice.
After almost 20 years of legal experience, as lawyer in international law firm Hogan Lovells and Legal counsel / Head of Legal at various corporates and scale-up companies, Robby founded AMST Legal Services in July 2021. If you are looking for tailor made legal advice, please get in contact with Robby on LinkedIn, rreggers@amstlegal.com or on www.amstlegal.com.