Agreements

This page displays all the Agreements that you are associated with in one way or the other. You may have created an Agreement or you may be a member of the team that is working on the Agreement. This page displays the most current version of an Agreement regardless of its status.

From this page you can:

• Search Agreements in several ways. You can Search Agreements using the Search tile or use the Advanced Search page.
• View pinned saved searched by Administrator. If you are logging on to ICM for the first time, you will see saved searches pinned to your Agreement page. These pinned searches are applicable to the User Group you belong to and will remain unchanged, unless you modify them. The saved searches are created by the Administrator for the User Groups and pinned to the Agreements page by the application. A maximum of six searches can be pinned. Once you modify any of your pinned searches, your preferences override the Administrator’s preferences.

• View details of an Agreement by clicking the View Record icon. The details are displayed on the Agreement Details Page.

• View the document to see what the printed Agreement would look like by clicking the View Document icon. Thus, you can quickly find the required Agreement record without opening each Agreement record to view the document. If the Agreement is in Draft state, the preview only displays the attributes defined in the Agreement. If it is in an Approved state, then it also displays the actual values of those attributes. You can print the document or export the Agreement attributes to the desired format. 

• View Smart Links to link related documents to one another by clicking the View Smart Links icon drop-down. For example, if there are several Agreements with the same vendor, you can link all of them through smart links to see the types of Agreements that are currently in force with that vendor. See the Creating Smart Links page for details.
• Perform Bulk Actions on Agreements.
• Configure default columns and their sequence on the Search and Index pages throughout ICM for all the users. The configuration can be done for each Entity as well as Contract Type thus offering complete flexibility to define columns as per your business needs.

Creating an Agreement

You navigate to this page from the Dashboard by clicking the Agreement Management > Create Agreement tiles. On this page, you can do the following tasks:

• Specify basic details of the Agreement
• Select Attributes 
• Select a Template to use for creating the Agreement
• Publish the Agreement
• Send the Agreement for approval 

You can create Agreements in ICM in the following ways:

• Copy an Existing Agreement and make changes to the copy.
• Create an Agreement from a Contract Request.
• Create a new Agreement by using the Create Agreement tile. This help page describes this process.

The following figure shows the different states of an agreement with various roles that are involved in creating it.

Figure: Agreement workflow and various roles involved at different states of the Agreement. 

To create a new Agreement, complete the details for the sections mentioned below:

1. Contract Type Details
2. Attributes
3. Select Template
4. Verify

Click Next at the end of each section to go to the next section and complete creating the Agreement. You can also Save a section at any time and return to this page to complete your Agreement.

Contract Type Details

Enter the following basic details of the Agreement in this section:

• Category: categories are created by the administrator and they are similar to labels; useful for organizing your agreements. The drop-down shows all the categories that were chosen while creating the Contract Type. Select one.
• Contract Type Name: shows a list of all the contract types that were created for the chosen category. The Type of Paper option is displayed depending on the contract type definition.
• Type of Paper: indicates if your own or a third party template should be used for creating this agreement. Provide your template if you select Own. Select Third Party option when you want to create the agreement by uploading a template agreement provided by the vendor or the provider. Few points to remember when selecting third party paper:
  • should be used mainly when dealing with legacy contracts
  • in case of a deviation, the deviation approval becomes a manual process in ICM,
  • are uploaded as a PDF, making it difficult to analyze them. As a result, attributes may have to be manually created in ICM (which can be time-consuming) or ICM may have to be used with limited functionality.

Attributes

This section captures important details of the agreement that you are creating. Note that the attributes shown on this page will vary depending on the Contract Type that you selected. Below is an explanation of some of the less obvious attributes.

• Associate and Inherit: Click  the  icon to associate that agreement and inherit all its attributes to the agreement that you are creating. This field is displayed only for those contract types that have an association with any other contract type.
• Organization Unit: Select the organization unit you would like to create this agreement in. Users within an organization unit must also have certain privileges. With a Vi'ew privilege, users can only view agreements but users with Manage privilege can perform actions on the agreement. For example, if John and Mary share one organization unit, then for John to have access to Mary's agreements, John needs view privilege on her agreements. View privilege is also required for users to search a particular agreement.
• Name: Type a name for the Agreement you are creating. To make it easier for users in the organization to find your Agreement, the name should include some basic information about the Agreement. Basic information could include details such as the purpose of the Agreement and with which vendor this Agreement was entered in to. 
• Contract Value: Type the value of the contract or set it using the controls provided. Selecting a currency is mandatory.
• Agreement Code: Each agreement is assigned a unique agreement ID in ICM, known as its Agreement code. The system automatically generates the Agreement ID when you click the Create button in the 4. Verify section.
• Signature Type: Select if this agreement will be signed manually or electronically. Note that the signatures of both parties must be of the same type, meaning, ICM does not allow one party to sign electronically and the other party to sign  manually. If the external signatory prefers to sign manually, the agreement must get manually signed internally too.
• Is Amendment: Specify if this Agreement is being created as an amendment for an existing agreement.
• Multi-Party: Specify if this Agreement involves multiple parties. For example, if the organization this agreement is being created for uses a sub-contractor, then this agreement would be marked as multi-party, as the sub-contractor details would also have to be captured.
• Previous Agreement ID: If this agreement  is an amendment or a renewal of an existing agreement, use this field to add a smart link to the existing agreement. 
• External Signatory: C'lick' the Add User icon. The Select User window opens. If the External user is already provisioned you can select that user from the list, or click the Add External User button. The Create External User window opens. Enter all the mandatory fields such as, Name, Email Address and Language. It’s important to select the appropriate language for the user since the user will receive all the ICM notifications in the selected language. Click Save, the user gets added as an External Signatory.

• File Path: specify the path from where you want to upload the third party template.  This field is displayed only when you select Third Party paper on 1. Contract Type Details section. 

Template

This section displays the Templates that you created for the selected Contract Type. This section is displayed only if you select Own paper to create the agreement on the Contract Type Details section. Select the appropriate Template. Template Selection page displays all the applicable templates in a Grid view by default. Clicking on the row having the desired template selects the template. Clicking again on the same row deselects it. You can switch between the Grid and Tile views as desired and if any selections exist, these are retained between any view switches. 

The Templates listed in the Grid view includes columns based on template metadata such as, template name, template status, etc. or extended template metadata if configured in your instance. Through a technical configuration, you can specify which columns should display on the grid.

You can preview the Template on the Template Selection page itself prior to selection when creating or editing Agreements.

 
•    The template preview displays the directly added Clauses and Attribute/Association placeholders, but does not display any rule based clauses that have been added to the Template. 
•    For a new Template that is currently being used, the latest approved version is displayed in the preview. 
•    When editing an Agreement and the template has been previously selected, ICM displays the content from the version of the template that was used at the time of original selection. For example, a user is trying to edit an agreement for which v2 of the MSA template had been used. The current version of the approved MSA template is v5. Now when the user is editing the agreement and chooses to preview the selection of the MSA template, the product shall display the contents as of v2 of the MSA template. There shall be no difference between the contents of the template displayed in the preview and the agreement document that gets generated except for addition of any rule based clauses and associations. 
Refer to Template Management for complete details on creating, editing, uploading and working with Templates.

Verify

This is the final section for creating an agreement. It displays only the sections and attributes that you used to create this agreement. Verify all the details you have entered.You can:

• Click Previous to go back and make any changes. Click Next to return to this section after making the required changes.
• Click Create to create the Agreement. The Agreement is not visible to anyone yet (as it is not published) and you can continue creating or editing it on the Agreement Details Page.
• Click Create and Publish to create and publish the Agreement. After the Agreement is published, other users with adequate access can search, view, and take actions on the agreement. After publishing, a Draft watermark appears on the Agreement in all states until it is approved. The watermark gets removed after the agreement is approved.
• Click Create and Send for approval to create and send the Agreement for approval. The Agreement gets sent to approvers that are set by a rule on the Contract Type selected for this Agreement. The state changes to Pending Approval. If no rules are set and no approvers are defined, the Agreement status automatically changes to Approved.
• Click Cancel to cancel the Agreement. With this action, the status of the Agreement changes to Cancelled and the Agreement continues to be visible on the Agreement Management page in the list of Agreements. 
• Click Revert to revert the cancelled Agreement. This changes the status of the Agreement to Draft again. 

Canceling an Agreement

The Primary Owner can cancel or delete an agreement in any state, except executed. The Cancel button is displayed once the Agreement is published.

To cancel an Agreement:

1. Open the Agreement that you wish to cancel from the Agreements page.

2. Click Cancel. The he Add Note page opens.

3. Select a Reason Code and type a note for cancelling this agreement. Though this field is optional, it should be used to enter detailed notes for future reference. The Reason Code is mandatory; select one from the drop down list.

4. Click Add. The status of the agreement changes to Cancelled.

The cancellation action appears in the History section of the Agreement Details page. The cancelled Agreement continues to be displayed in the Agreement searches and you can revert cancelled agreements to draft state from the Agreement Details page.

Editing an Agreement

You can edit an Agreement at any stage till it is executed. Editing an executed agreement involves going through the approval process with both internal and external parties again.

To edit an existing Agreement:

1. Click the View Record icon next to the Agreement you wish to edit on the Agreements page. The Agreement Details page opens.

2. Click Edit. The Create Agreement page opens.

3. Follow the steps in Creating an Agreement section to edit the Agreement.

4. Click Update to save your changes.

5. Click Upload Document to upload the new version fot he docuemnt. When a new document version is uploaded to ICM, the user is redirected to the Versions page.

• If the new version being uploaded includes changes to key document tags such as Attribute, Clause, Association or Signatory tags, i.e. if a tag has been added, removed or their values changed; while uploading the document, the user receives a notification that specifies the details of the changes (i.e. added, deleted or attribute/clause value changed). The notification includes an option to proceed with the changes or cancel them if found to be unintentional. If the user continues, the document is uploaded to ICM and a summary of changes gets logged in the Versions tab. Tags are tracked based on changes to tag count between two document versions and only for .docx formats. Changes regarding the position of tags are not tracked and notified.
• If the new version being uploaded includes a tagged Association that has margin less than that of the Agreement or Amendment document, the user receives a notification regarding the margin mismatch between the two. The notification includes an option to proceed with the changes or cancel them if found to be unintentional. If the user continues, the document is uploaded to ICM and changes logged in the Versions tab against the particular version. The notification includes information about margin and orientation differences. If the Agreement or Amendment includes more than one tagged Association, all Associations having lesser margin than the Agreement or Amendment document are included in the notification. Margin tracking is done only for .docx file types. The Type Of Paper differences are not included (e.g. A4, Legal).

Copy an Existing Agreement

Here you can Copy an existing Agreement to create a new one. This helps you to create a new Agreement which is very similar to the existing one. The resulting Agreement consists of all the metadata in addition to the Associated Documents used in the existing Agreement.

Follow these steps to copy an Agreement:

1. Click the Agreement Management tile on My Dashboard. This opens the Agreements page.

2. Click View Record icon next to the Agreement for which you would like to create copy.

3. Click Copy Existing Agreement  icon. The Copy Existing Agreement page opens.

4. Select the Associated Documents that you want to copy in addition to the Agreement Metadata in the resulting Agreement. You can either select Associations checkbox to select all available Associated Documents, or select the checkboxes for specific Associated Documents. 

        

5. If the Associated Documentselected is of the Parent-Child type, then a new copy of that Associated Document is created and attached to the copied Agreement. However, if the Associated Document is of the Peer-to-Peer type, then the actual Associated Document is attached.

6. Click Copy, this creates the copy of the original Agreement with your selections. The Agreement created is in Draft state.

Note: The Associated Document of Prerequisite and None constraints can only get copied.

The only prerequisite for creating a copy of an Agreement with your selection of Associated Documents are that you need to select Yes for Allow Copy With Associations field, while creating Agreement Contract Type. 

The Agreement created using this specific Contract Type will have this feature enabled by default.

Collaboration in Contracts  

ICM has eliminated the need to use external tools such as Email, Skype, etc. and created a dedicated space available within the Agreement itself to collaborate between multiple stakeholders.

To collaborate, multiple stakeholders involved in the contracting/sourcing process can:

• Use the Collaboration tab available inside the Agreement 
• Provision an internal/external Team member to communicate with other internal or external team member(s) by creating Topics and posting messages in it
• Provision users to send and receive attachments along with the message
• Provision users to mark the topic as closed once the discussion is concluded
• Send Email notification to participants when messages are posted on the topic

This can be achieved by setting the Enable Collaboration flag to Yes for the Agreement Contract Type, which displays a Collaboration tab on the Agreement Details page. To prevent data loss, once Collaboration is enabled for a Contract Type, it cannot be disabled.  

Configuring Collaboration for Contract Types

To enable Collaboration  for Contract  Types:
1.  Click the Configuration tile on the Dashboard. The Configuration page opens.

 
2.  Click the Create Contract Type tile. The Create Contract Type page opens.

 
3.  Select the Agreement Contract Type you want to create.  

 
4.  Click Next. The Create Contract Type page opens.
5.  Enter a name in the Contract Type Name field. For example, Collaboration Contract Type.
6.  Enter all the details on the Details tab. 
7.  Toggle the Enable Collaboration flag to Yes to enable Collaboration at Agreement level.
 

8.  Click Next. The Attributes tab opens.
9.  Enter the details in the remaining Attributes, Association, Display Preference, Team, and Verify tabs to send the Collaboration Contract Type to Approved state.  Alternatively, you can edit an already existing Contract Type to enable the Collaboration tab.

Creating a new Topic and sending Messages by Internal user and External user

Creating a Topic by Internal user and Sending Messages to another Internal user 

1.  Click the Agreement Management tile on the Dashboard. The Agreement Management page opens.

 
 

2.  Click the Create Agreement tab. The Create Agreement page opens.


  
3.  Enter all the details in the Create Agreement page.
4.  Click the Collaboration tab on the Agreement’s Details page. The Collaboration page opens in the right pane as shown in the below image indicating that there is no topic for you to collaborate as you click the Collaboration tab for the first time. You would see a different window if Topics and its related conversations are already present.
 

• You can now select participants who will collaborate and able to send and receive messages for a topic related to the agreement. For example, let’s collaborate with an Internal user, CLM Admin.

 

6.  To select Participants for the Topic, click the Add Team Members icon or you can select all Team members. The Select Participant(s) window opens. For example, let’s collaborate with an Internal user, CLM Admin.

 
7.  Click Add. The Create a New Topic window opens displaying the Participant.
8.  You can choose to keep the topic confidential from other internal participants by toggling the Do you want to mark this topic as Confidential flag to Yes.  In that case, only internal users who are part of the Topic conversation (Participants) will be able to view and reply to the Topic.
9.  Enter the Subject for the Topic. 
10. Enter the message in the Message field. 


 
11.  Click Create. The Topic is created. Based on the confidentiality, participants or other team members can view the created topic, in the Topics window of the Collaboration page.

Sending Messages by an Internal user to External user

Let’s consider a case where an internal user wants to collaborate with an external user. 
 
1.  Click the New Topic icon. The Create a New Topic window opens.
2.  To select Participants for the Topic, click the Add Team Members icon or you can select all Team members. For example, let’s collaborate with an External user, Lee Yen Po.


 
3.  Click Add. The Create a New Topic window opens displaying the Participant. 
4.  You can choose to keep the topic confidential from other internal users by toggling the Do you want to mark this topic as Confidential flag to Yes.
5.  Enter the Subject for the Topic. 
6.  Enter the message in the Message field. 

 
7.  Click Create. The Topic is created. The participants can view this topic in the Topics window of the Collaboration page and the body of the message at the right.
 

Replying Message from External to Internal user
 

Now let’s see how the provisioned external user Lee Yen Po can respond to the message.

1.  Click the Collaboration tab of the Agreement Details page. 


 
2.  Click Reply to respond to the selected message. 

Based on confidentiality, a message posted by an external user will be visible to participants or other team members, but not external users.

3.  Click Send. A notification email will be sent to all the recipients of this Topic. The authorized ICM user can see the external user response in the Topics window of the Collaboration tab.

Let’s see how the Internal user views the External user’s response.

 

Creating a new Topic and sending Messages by External user

Creating a Topic by External user and Sending Messages to Internal user

1.  Click the Agreement Management tile on the Dashboard. The Agreement Management page opens. 


 
2.  Select the Agreement where you want to Collaborate. For example, SaaS Agreement.

 
3.  Click the Collaboration tab on the Agreement’s Details page. The Collaboration page opens in the right pane. 
 

Searching Messages

A user can search messages across topics using the Search tab available in the Collaboration window.   

To search messages in a topic:
1.  Enter the keyword in the Search for Messages field. For example, let’s search the word - Can. All the topics where the message contains the searched criteria are rendered in the search result along with the search word is highlighted. 
 

Closing  the Topics

An Internal user can close the topic when the discussion/conversation is concluded. Once closed, the user cannot reply to a conversation or reopen the topic. 

To close a topic:
1.  Click Close Topic to end any Topic conversation. A message is displayed indicating that once you closed the topic, you can no longer post any new messages in this topic. 

 

2.  Click Yes. The Topic is now closed.

 
The message is displayed in the message window indicating the name of the user who closed the topic along with the date and time.
 

Performing Bulk Actions on Agreements

1. Click Saved Searches and select the specific one on which you need to perform the Bulk Action. This displays the Agreements matching the criteria defined in the Saved Searches, with checkboxes next to it.

3.Select the checkboxes next to the Agreements on which the action has to be taken as shown in the figure below. 

4.Click the Bulk Action icon. This displays a list of actions that you can take on the selection. For example, Approve, Reject, Delete, Send for Approval, Send for External Signature and Download.

5. Clicking the required action, displays a confirmation window. Click OK.