Contract Management

Introduction

This document aims to present to users the Contract Management module of the ST6 platform and to guide them in the creation of a contract. The ST6 platform enables a simple and effective management of all purchasing contracts across your organization.

Key features

Contract Database and Material Master (Product) Database

• Complete organization-wide database of all purchasing contracts • Easy search for contracts by material group (commodity), product, contact person, supplier, etc. • Mapping across organization units, unifying classification schemata and wording

Management of Contract Approval

• Reminder management for expiration of contracts and specified dates • Management of negotiation progress • Approval workflow templates which are customizable • Approval team management and supplier contact modeling • Multi-step approval workflows • Supplier collaboration on contract finalization • Online management of supplier approval

Internal Contract Publication and Management of Access Rights

• Contract team management with logical roles • Powerful management of view and access rights • Generation of files for physical contract signing

Contract Audit-Trailing, Change Tracking and Version Management

• Audit-trailing of all contract modifications, even in the negotiation phase (who, what, when, etc.) • Clause management with comparison feature of previous versions

Contract process

1. Offline (light blue): Contract is created by the contract creator
   • Entry contract content
   • Collection contract team
   • Preparation of individual approval steps
2. Exchange / negotiation mode: details of the contract can be adjusted by the entire contract team (depending on rights). It is possible to integrate the supplier with write or read rights for negotiation.

• Approval: individual approval steps per contract or contract template possible.

• Rework: similar to the exchange mode. The status review will be activated when one approver rejects the contract.

• Published: status will start automatically after approvement of the contract.

• Cancel under Approval: It is possible to implement an approval workflow for only one possible termination / cancellation.

• Cancel at expiration date: This status is only for evergreen contracts and gives one the information that the evergreen contract will not be prolonged. It will end at expiration date.

• Expired: After the end of a contract, the status changes automatically. An expired contract can not be edited anymore. It is possible to copy the contract and to renegotiate it new.

• Cancelled: evergreen contracts must be terminated, because they do not expire by themselves. It is also possible to terminate standard contracts extraordinary (e.g. contractor goes into liquidation)

Contract overview

Contracts list

They users have the option to personalize the display of the information they need in the Contract List. This option is available by using the action button:

Through the option, the users are able to see all the fields, but the content of those fields are addapted to their access rights, Material Group, Business Unit and so on, and accordint to the contract’s confidentiality level.

The administrator can adapt the default display of the list. The user can save any customization as his default preset.

Lists customization

When accessing the customization page, the user will be able to see the following sections which will allow to personalize the contracts list layout:

 On the left side of the page: the user sees displayed the fields available for display in the contracts list, sorted per template via a drop down;  On the right side of the page: the user sees a list of the fields already displayed in the list.

The user can adjust the preferences by using the following available options:

The drop-down menu on the top of the page allows the user to select one of the available display templates. The templates found here are the templates available on Business Unit level, client level, or the templates created and saved by the user himself:

With the help of the two options and , which can be found under the drop down menu, the user is able to define and save a name for the display template and to set a particular display template as the default one. If the user does not set a name for the newly created display template, then the system automatically saves it as “My Display from YYYY-MM-DD’’ (where “YYYY-MM-DD” represent the actual date) and the actual time of the operation.

 Click in order to set the name of the new template and to save it:

On the “Customization” page all the users are able to see and select all the fields of all the available templates, even if the user does not have access to the information - it is the content of those fields that will not be displayed if the user lacks certain rights. Therefore if a user does not have the right to see the value of a specific field, he / she will still be able to select and display the column, but all the cells of the column will be displayed as empty.

Contract Set up

New contract from a template

To create a new contract, please follow carefully the below steps:

1. From the left hand menu, in the “Contract” module, access the “Contract list”:

2. In order to create a new contract, click :

3. The platform proposes you to select one contract template. Note that a new contract can only be done from a template.

Select the template you want to use for your new contract by clicking on .

Informations regarding the templates :

With ST6 Contract Management, contract templates created by expert matters gives quick access to an electronic version of a new purchasing contract.

These templates are a combination of:

• Standard contract content (header, header details, conditions and positions of the contract). • Standard documents associated to the contract (general conditions, non disclosure agreement, terms, etc.). • Standard validation workflow.

These templates are created in the Backoffice by Contract Management experts such as legal specialists. They can then be selected by contract non-specialists (purchasing, procurement, sales, or accounting…) in order to create new contracts in some minute’s time.

New contract from a copy

To create a new contract from a copy, please follow carefully the below steps:

1. Once Contract search page opens, click the icon < Search >.

Please note that you can use the copy function only for your own contracts

2. Once you have found the contract that you wish to copy, click the icon <Copy contract >.

3. You will need to select a template from the list (you can select the template used in the previous contract or a new one from the ones available in the list).

 Click in order to move further with your contract’s creation.

4. Select the details you wish to copy or add:

Click to create the new contract

5. You will be able to see the newly created contract in the list and it will be named “Copy of…”

Contract Overview

Header

The header is the first page you will have to complete in order to create your contract project:

First of all you will have to fill in the main data’s about this new contract:

• Contract title • Contract number: The system will generate a contract number automatically. It is also possible that a prefix will be created which is depended on the template setting. • Contract start date and expiration date • Evergreen (definition): a contract which renews itself from year to year.

o Evergreen contract prolongation: Define the automatic prolongation period in months. If the value “Undefined is chosen” the expiration date will be automatically 31.12.2099. o Cancellation period Evergreen: If one contract party wants to terminate the contract the cancellation letter has to be sent before this period. A reminder will be sent 4 weeks before the period starts.

• Contract partners (not available starting 6.11.2) o Supplier can be selected from supplier database o Supplier contact: Chose your main contact person from supplier contacts o Supplier responsible: Can be selected as further contact person o Supplier access: Defines if the supplier contact persons has the right to see the contract o Edit rights in Exchange status: Defines if the supplier will have write rights druing the exchange or rework phase

• Assignments o Assign the mandatory business objects o Contract Lead BU: For each new created contract it is possible to select the main / lead Business unit.

If the user selects one Business Unit only, then the lead Business Unit field will be automatically filled with the selected Business Unit. If more than one Business Unit are added to the project, then the first Business Unit added is selected automatically as leading, but the user will be able to see as well the other Business Units of the contract in a drop-down list. The user has the possibility to choose from the drop-down list a leading Business Unit. (if it is a different one than the first one added to the list or not)

Header details

The tab “Header details” is available depending on the template setting. The section “Administrative parameters” is still editable even the contract is published.

Catalog: The field Catalog is active only if the link to the Article Database is active. There, the catalog name which is defined within the Article Database can be selected inside the tab Positions.

Confidentiality level: the drop-down list will always contain the levels of confidentiality set in Backoffice by the administrators. The initial confidentiality level available in this section is named “Confidential (standard)”.

Frame contract: Defines if the contract is a frame contract or not (if this option is checked the field “select frame contract” is not available any more). Select frame contract: Assign correct frame contract if current contract is only a sub-contract.

Within the next sections the buyer indicates if the contract has been checked by legal and the name of the lawyer. You can also define the accounting information for this contract.

Conditions

Please find some explanation regarding the fields :

Contract language: language in which the contract has been signed. Contract location: country where the contract has been signed. Volume: is the total amount of the contract (Volume in Euros/Dollars… not the quantity). If the contract is for several years, the buyer will indicate the total amount for the total duration.

Field “Volume contract positions“ is an automatic sum of the tabs “Positions” and “Services”.

Positions

In the < Positions > tab, the buyer indicates the goods the purchasing contract is dealing with. In the “Positions” sections you will be able to insert lines for each the products which make object of the contract:

Click in order to create a new entry. Fill in all the mandatory fields marked with red asterisk( ):

Click after you have made all the modifications and to return to the items list. The newly created entry will be available in the list:

Services

Create a new contract service by clicking  :

Fill in all the mandatory fields marked with red asterisk( ):

Click after you have made all the modifications and to return to the items list. The newly created entry will be available in the list.

Contract administration

Contract Team

The contract team shows all involved people also approvers and signers. All these users have access to the contract.

Roles and Access Rights fall basically into 2 categories:

Physical Roles: System-imbedded roles that administer the access rights for logical roles in order to take part in contract management process itself with their respective access rights. The physical roles are assigned by the administrator within the buyer data base.

Logical Roles: Roles which are partly dependent on Physical Roles – allow for different access rights within one specific contract creation process. The contract creator can assign different logical roles to members of a contract team.

Physical Roles:

• Contract User: Can create contracts based on the defined templates, approves contracts, read contracts
• Contract User light: Can read and approve contracts within his / her BU.
• Contract Audit User: Can read all contracts of the system (read rights are BUs-related), no edit rights
• Contract Admin: Defines templates, clauses in Backoffice, can see and edit all the contracts in Backoffice (has same rights like Contract User)
• Contract Supplier: Can read contracts, edit the tabs and clauses and approve the contract
• Legal expert is a specific role for the clause management. This user can edit all clauses within the contracts he is invited to (even the clause has the attribute “no edit rights for suppliers / buyers”). This user cannot create new contracts.

Logical Roles:

• Contract creator: Creator of contract, change contract team, edit contract, approve contract, expire contract

a Must have the physical role Contract User

• Contract responsible: Change contract team, can exchange creator, edit contract, approve contract, expire contract

a Must have the physical role Contract User

• Contract substitute: Deputy of contract owner, change contract team, edit contract, approve contract

à Must have the physical role Contract User

• Contract assistant: Edit contract, approve contract, cannot change the status of the contract, cannot change the contract team

       à Must have the physical role Contract User light or Contract User

• Contract guest: Can read and approve contracts

à Must have the physical role Contract User light or Contract User

• Contract Supplier leader: Edit contract, approve contract

       à  Must have the physical role Contract Supplier

• Contract Digitisation Manager: part of the contract team, Can only see the tab “Documents”, can only see his own uploaded documents.

In the “Contract Administration” tab access the “Contract Team” section in order to define the participating members to your contract:

• Click in order to add one or more members:
• Click to add the selected contact to the contract team.

The newly added members will be displayed in the list and you will be able to set roles for each of them, choose if the buyer receives emails,and so on:

• Will allow you to save and use the contract team for other contracts:

Give a name to your team, check the box if you wish for the team to be available to other users as well and to save your team.

You have as well the opportunity to select an already existing team, or only some of the members of one of the predefined teams.

• Click on the corresponding icon :

• • Click to add the whole team to the current contract
  • Click in order to add only a certain member or more members of a certain team.

Do not forget to save your options before leaving the tab – click .

The user will be able to see as well who invited each each user to participate to that particular contract, with the help of the column “Invited by”. Its main purpose is to easily determine whether a user having a logical role in a project was automatically invited to the project:

This field displays the name of the user that added the contract user to the project. In the case of an automatically assigned user the field will display the value “System”.

In the case of the contract creator, its own name is displayed in the field “User Invited By”.

Contract status

In this section you can view and modify the status of your contract. To change the contract status it is necessary to open the drop-down menu. Now you can change between the offered possibilities.

• Click in order to modify the contract’s status:

• Click symbol .

Note: This page can also be used if your contract has expired. If you open the drop-down menu for an expired contract, the new status will be < Rework > and then it will be possible for you to make some modification on your contract.

Contract history

The page contract history shows you all changes in the contract (all tabs and fields) per user (buyer and supplier). You can follow those chnages on field level.That means it is shows every aspect which was changed, the name of the modifier, the date and the changed values (old and new value).

The “Contract History” tab offers the possibility of tracking the changes made on the current contract’s definition:

Linked contracts

To link or view the already linked contract(s) to your current contract access the “Linked contracts” section:

Click to edit the linked contract; Click to add / edit a(the) comment; Click to add / link a new contract:

Supplier circle

Via the supplier circle, the buyers are able to set-up a contract with several suppliers. One supplier will be the Contract partner and for the other suppliers the contract will be valid as well.

The Contract Partner can be selected via the drop down list of the column “Type”, if no contract partner or two or more contract partners are selected, the system will display the following error message when clicking :

In order to add new supplier to the current contract, click  :

To find and add the desired supplier companies to your contract, you can use the simple search or the advanced search, and / or you can set a filter in the same time.

Click in order to set the criteria for your new filter, or to modify an existing filter:

Click to save the selections made and exit the filter editor.

  A warning message informing you that the default settings of the filter have been modified will be shown next to the filter’s name:

Along with the options to save the new settings as a new filter, and the option to remove the selections and return to the settings of the system’s default filter (or even to your previously saved filter).

Click in order to save the new criteria set for your filter:

If you have saved a customized filter previously you will see it displayed in the list of available previous filters or you can save the options as a new separate filter. Click to apply your modifications.

You will see all the available filters in the “Filter” section when adding new entries to the supplier circle: in this case - the default filter, and the 2 customized filters we have created.

Click in order to delete a filter. Please note you will be able to delete only those filter created by you, and that the system’s default filter cannot be deleted.

Click in order to add the selected suppliers to the contract.

You will have the possibility to select the supplier’s role inside the contract and the supplier type:

Emails&Reminders

Insert new email templates for your contract by accessing the “Emails&Reminders” tab:

Check the history of the sent emails by clicking .

Contract Milestones

The tab has the purpose of correctly schedule the creation and life of a contract according to its different major phases.

The user will be able to see displayed in this section all the milestones of the contract along with their start / end date, duration, roles to which that particular milestone was assigned.

Comments

The Comments section allows the user to add new comments regarding the current contract. In order to add a new comment, click  :

Do not forget to save your comment. Click .

Clause Management

This functionality is used to create a new contract. But if you have already created your contract (for example on a word document), it’s not necessary to create a new one with clauses (you will only have to upload your word document on the document tab).

From the Clauses Management tab, the buyer creates a new contract with standard clauses already available in the BackOffice.

Two functionalities are available:

The icon < > gives the opportunity to select a model with different clauses (this package of clauses is a model/template that has already been created in the Back Office). The icon < > proposes clauses that you can select one by one (clauses already created in the clause library).

How to create a contract from clauses ?

1. Click from the tab Clause Grouping in order to add a new clause grouping:

 Click < Edit clauses > in order to select the clauses you want to use in your contract.

2. The other possibility is to select the clauses one by one.

 Click  :

The buyer selects clauses, and clicks .

By clicking < Edit >, the buyer displays the clause.

These will lead to a new tab that has basic and advanced Office functions for better editing.

Within the clauses you also have the possibility to track the changes. The user can compare the different versions of clauses with each other an d can make a follow up of the changes:

Mark those clauses you want to compare with each other and click on the icon “Compare”:

How to create a document from clauses?

Select a line or more and click  :

A new document named as exaclty as the clause selected, will be added in the “Documents” tab:

Upload / Download documents

ST6 Contract management system facilitates the whole documentation management by:

• Standard documents attached to chosen contract template • Add specific contract documents • Organize the documents in folders • Version management and history of document • Approval workflow for documents

The SynerTrade buyer finds in the tab < Documents > the standard documents that are provided when choosing the contract template < Standard Contract > with Legal and Development Approval.

1. How to upload documents?

 In the < Documents > tab, click to upload a new document.

File enables to enter a file. Free text enables to enter a text. Hyperlink enables to enter a link.

Once you uploaded the document:

- Click < > to activate the document and publish it to buying team (and suppliers if requested). - Click < > to allow supplier access, buyers and suppliers will see the documents.

  Unchecked box indicates that suppliers do not have access to the document.
  Checked box indicates that suppliers do have access to the document.

Use the drop-down menu to set more than one document.

Note: Do not forget to click in order to validate.

2. How to download documents?

 In order to download documents click the export icon :

 click in order to download the selected file(s) as archive(s):

Internal Exchange

Within the tab Internal Exchange the buyer can approve, set the progress of the workflow and add comments regarding the current contract:

Click to confirm the contract review Click in order to add a new comment Click to set the contract in progress

Approval

On this page you will be able to set the approval workflow, to adapt it and if you are an approver - to approve or reject the contract:

When the contract status is < Awaiting approval >, the buyer can approve the documents, and can also see who < Approved > or < Rejected > the documents. The approval workflow is very simple. Each member of the evaluation team can be assigned to do the following actions: < Approve > or < Reject >.

Each member of the team approves the contract depending on the < Step Number > he has been assigned to. Step number 1 means that those team members have to approve the contract before the members assigned to step number 2 can approve it and so on.

How to approve a contract ?  Click in order to Approve or to Reject.

 The new status becomes Approved.