Creating and Managing Clauses. Selectica, Inc. Selectica Contract Performance Management System

Transcription

1 Selectica, Inc. Selectica Contract Performance Management System

2 Copyright 2006 Selectica, Inc. Copyright 2007 Selectica, Inc Technology Drive, Suite 450 San Jose, CA World rights reserved. You cannot reproduce the contents of this document, or any part of the contents, without written permission from the copyright holder. Trademark Information The following trademarks may appear in this document. Apache is a registered trademark of the Apache Software Foundation. Dell TM and PowerEdge TM are trademarks of Dell Inc. Intel, Pentium, and Xeon, are registered trademarks of Intel Corporation. Java TM is a trademark of Sun Microsystems, Inc. Microsoft Windows, Windows 2000 and Windows NT are registered trademarks of Microsoft Corporation Oracle is a trademark of Oracle, Inc. WinZIP is a trademark of WinZip International LLC. SCPM ii

3 Copyright 2006 Selectica, Inc. TABLE OF CONTENTS Using the Clause Library... 5 User Requirements...5 Working with the Clause Library... 6 Filtering the Clause List... 8 Clause Sidebar and Workflow...12 Outline of Workflow steps...12 Create a New Clause Modify a Clause...18 Activate a Clause...19 Activate a Clause in the Draft Workflow...19 Activate a Clause Pending Approval Activate an Inactive Clause...21 Inactivate a Clause...21 SCPM iii

4 Copyright 2006 Selectica, Inc. TABLE OF FIGURES Figure 1. Clause Library Summary View... 7 Figure 2. Clause Filter Form... 9 Figure 3. Modified Date filter... 9 Figure 4. High Risk filter Figure 5. High Risk Clause filter Figure 6. View current filter from the Filter Records Results screen Figure 7. Contact Record Life Cycle Workflow Figure 8. Clause Library Workflow Figure 9. Clause Life Cycle Draft workflow Figure 10. Clause Life Cycle Manage workflow Figure 11. Summary list of Physician Agreement clauses Figure 12. Create Clause form Figure 13. Clause Status list on the All tab Active, Inactive, or Draft Figure 14. Clause Composition panel of Inactive Draft Clause Figure 15. Approval Required screen for High Risk Clause Figure 16. Approval Confirmation prompt Figure 17. Active Clause list Figure 18. Clause Composition screen for Clause in Manage stage of Workflow SCPM iv

5 Copyright 2006 Selectica, Inc. Using the Clause Library A key part of the contract management process is the usage and management of clauses. When you draft a contract you want to make sure you use the most current validated clauses. The Selectica Contract Performance Management (SCPM) Clause Library tab provides sub tabs in the user interface for each type of contract you create and manage. The tab also includes a sub tab with a list of all clauses. Access to any particular clause or group of clauses depends on the individual role or group privileges configured in your account. Selectica Professional Services can help you upload clauses based on your business needs. This guide describes how to manage, edit, and create clauses. The guide describes how to change the status of a clause from draft to active to inactive, and back to active again. The typical user is expected to be a legal subject matter expert, such as a lawyer familiar with the legal clauses required for your line of business. User Requirements The user must have the appropriate roles assigned to their User ID to work in the Clause Library. See the SCPM User Guide, Working with Groups, Roles and Users, for directions on how to view and modify the privileges associated with a role. Verify that you have the following privileges to work with the Clause Library: You have privileges to View and Edit the contract types for which your clauses are designed. You have the Clause Viewer privilege to View active clauses, and either the Clause Manager privilege allowing the Editing and Management of clauses at any stage, or the Clause Librarian privilege which allows the Creation, Editing and Management of clauses through the lifecycle of the clause. SCPM 5

6 Working with the Clause Library This section describes how to work with the Clause Library to assemble, create, and modify clauses that you can use during the process of creating contracts. The description covers the following topics: Format and Features of the Clause Library Tab Filtering the List of Clauses Clause Workflow Clause Status changes Creating a Clause Editing and Modifying an existing Clause Clause Approval Clause Inactivation Note: You cannot delete a clause once it has been submitted. Clauses can only be edited. To remove a clause from the Summary View list, you can change the status to Inactive. The Clause Library is provided to hold the list of clauses available for all the types of contracts your organization requires. When you follow the tab path, Clause Library All, you see your current list of all clauses. The following is an example of the Clause Library All view. (Note: the tab structure and columns of information showing are configurable using the Navigation Composer tool (refer to the Using the Composer Suite User Guide for further details.) What you can see is based on your Clause and Contract based permissions, as described in the User Requirements section. SCPM 6

7 Figure 1. Clause Library Summary View The Clause Library All tab in our example shows your list of clauses in the columns described in the following table: Column Label Name Unique Name Status Contract Type Risk Category Sub-Category Content Description Descriptive name of clause. This name does not have to be unique. Uniquely identifying name of clause. Current status of clause: Draft, Active, or Inactive Type of contract or agreement for which the clause is intended Degree of risk associated with the use of the clause Category of clause (e.g. professional standard, customary obligation, hospital obligation, federal law, etc.) As company agrees to use this column; typically it is used to indicate the standing of the clause such as Preferred or Alternative First 20 characters of the clause are displayed for confirmation followed by Details icon. Click the icon to see the initial characters of the clause. Modified Date View Date of last modification of the this clause Click this link to view the Contact record. The current workflow task of the clause is either: Draft, Approval Task, or Manage SCPM 7

8 Copy Flag Click the Copy icon to copy a clause to a new line with the Status set to Draft. The new clause has the same name as the copied clause except that Copy of precedes the name and the Unique Name is a numeric number (can be edited). A required field which marks a clause as flagged for review can be set to Yes or No. Note: All of the column heads underlined can be clicked to sort the list into alpha numeric or date order of the column clicked. For example, click column, Modified Date, and the clauses are re listed in the calendar date order of their last date of modification. Five buttons are available on this page. 1. Click this for a quick filter of clauses in your current tab with status either: All (default), Draft, Active, or Inactive 2. Click the Filter Records button to select a subset of the clause list to view by specifying filter criteria. Refer to the section, Filtering the Clause List, for a description of how the filter function works. 3. Click the Create button to create a new clause entry. See the Create a New Clause section for a description of the clause creation process. 4. Enter your search criteria and click the Go button to search the clause repository or current clause tab list. Refer to the Search sections of the Getting Started User Guide for further details on the SCPM Search functionality. 5. Click the Print button to format the current screen for optimal printing by removing extraneous graphics and navigational elements (then use your browser print functions to print). Filtering the Clause List 1. Click the icon to filter and view a subset of the full list. The following selection form is displayed. SCPM 8

9 Click the down arrow to select a filter operation from the pull down list Enter a value if required in the second column Figure 2. Clause Filter Form 2. A drop down list of filter operations is provided for each information item in the first column. The second column is provided when a filter value is required. For example, to filter the library records for clauses that were modified sometime in the past 60 days, use the filter shown below. Figure 3. Modified Date filter The following table summarizes which filter operations are available for specific clause information items. Clause Information Name: Unique name: Status: Contract Type: Risk: Category: Sub-Category: View: Flag: Filter Operations Available Contains, Does Not Contain, Starts With, Does Not Start With, =,!=, Is Empty, Is Not Empty Modified Date: =,!=, >, >=, <, <=, Is Empty, Is Not Empty, Is This Week, Is This Month, Is This Quarter, Is This Year, Is Next Week, Is Next Month, Is Next Quarter, Is Next Year, Is Last Week, Is Last Month, Is Last Quarter, Is Last Year, Is Today, Is After Today, Is Before Today, Is Tomorrow, Is Yesterday, Is X Days Away, Was X Days Ago, Is Within X Days Away, Was Within X Days Ago, Is > X Days Away, Was > X Days Ago SCPM 9

10 3. When you have filled out your filter, click the Apply Filter button. For example, if want to see only those clauses with a Clause Risk set to High, 1. Click the icon associated with the Risk field. Select =. (Note: when you select = as the filter operator, a new field will show up to the right of the value field allowing you to select from the existing values in the current database).) 2. Click the icon (refer to the Figure below); you will have a list of existing database Risk values to choose from. You can also type the Risk value in the Value field if you don t want to scroll down the list. Select High. To clear an entry, click on the clear link. To clear all entries, click on the Clear All button. Figure 4. High Risk filter 3. Click the Apply Filter button. The following list is displayed. Figure 5. High Risk Clause filter 4. From the results screen you can: refine your filter by clicking the icon to return to the filter screen. remain on the results screen and review the existing filter (refer to the figure below) by clicking on the Show Filter link at the top view a record directly by clicking on the View column link. clear the filter and go back to the Contacts Directory by clicking on the Show All link at the top create a new Contacts record by clicking on the Create button SCPM 10

11 Figure 6. View current filter from the Filter Records Results screen SCPM 11

12 Clause Sidebar and Workflow When you Create, View, or Edit a Clause record, the SCPM Process Wizard will step you through the Clause Life Cycle workflow. You can also navigate directly to each task in the workflow when in View or Edit mode by clicking on the Sidebar task link as displayed below. Checkmarks denote Task Complete Click on the Task links to go directly to those screens. Or let the Process Wizard step you through the Life Cycle screens using the Next button from within each screen. Clause Life Cycle Tasks The Current Task or Subtask is highlighted. Click on the Section bar links (Life Cycle, Resources and Tools) to view their associated links. Figure 7. Contact Record Life Cycle Workflow To create a new clause, refer to the Error! Reference source not found.e section below. To modify a clause, refer to the Modify a Clause section below. To view the Resources, click on the Resources section link in the Sidebar. The following resources are available: Related Contracts Identify all contracts containing this Clause. To view the Tools, click on the Tools section link in the Sidebar. The following resources are available: Edit Workgroup Identify people who have access to Edit/Create, Delete and View the record. View Activity Log Open the Activity Log page for viewing an audit report of all modifications made to the current Clause record. View Current Task Displays in a single page view the clause attributes and language. Outline of Workflow steps The following figure gives an overview of the general Clause workflow and the changing status of a clause. SCPM 12

13 Figure 8. Clause Library Workflow When you click the Create button, a new Draft clause is created. The Clause Workflow steps are: SCPM 13

14 Figure 9. Clause Life Cycle Draft workflow 1. Draft Workflow (Status: Draft) Clause Composition a. Enter the Clause information into Attributes and Text forms on the Clause screen. b. When entries are complete, click the Submit button. c. Click the Next button. d. Click the Complete button to change the status of the Clause to Active, and initiate the Manage Workflow. Note: if there is an approval required, the Approval workflow will be listed between the Draft and Manage workflows. Refer to the Activate a Clause pending Approval section below. Figure 10. Clause Life Cycle Manage workflow 2. Manage Workflow (Status: Active) Clause Composition You can inactivate a Clause. a. Clicking Inactivate removes the Clause from the list of Active Clauses. b. The Rejection Confirmation panel allows you to describe the reason for the rejection. c. Click OK to change the status and put it on the Inactive List. The Clause now has an Inactive status. The Life Cycle workflow is set back to Draft. 3. Draft Workflow (Status: Inactive) Clause Composition You can click reactivate the clause. a. Click Edit. Modify the Clause information as needed. b. Click the Submit button. c. Click the Next button. d. Click the Complete button to change the status of the Clause back to Active, and continue the Manage Workflow from step 2, above. SCPM 14

15 Create a New Clause The following Clause example is created using the Physician Agreement tab. 1. Follow the tab path: Clause Library Physician Agreement All The list of Physician Agreements summary list is displayed. Figure 11. Summary list of Physician Agreement clauses 2. Click the Create button. The Draft Clause Composition workflow is displayed in the sidebar. The Clause screen appears. SCPM 15

16 Figure 12. Create Clause form 3. Enter the clause Attributes in the fields on the form. The following table describes the fields: Field Description * Clause Name Name of clause. The name does not have to be unique. * Unique Name A unique name for this clause that the SCPM creates. You should overwrite this string to create your own meaningful unique name. * Contract Type Contract Type or Types to which this clause applies. Select from a drop down list. The list here is an example. If Any is selected, the Clause can be used in any Contract Type. Otherwise the Clause can only be used in the Contract Type selected. Category Sub Category Category of clause (e.g. professional standard, customary obligation, federal law, etc.). Typically, in a Physicians Agreement, the Category is used to indicate the source or purpose of the clause. Examples are: Physicians Manual, General Physicians Obligations, Medical Center Obligations, or U.S. Federal contract requirements. As company agrees to use this column; typically it is used to indicate the SCPM 16

17 Field Clause Status Track It Risk Level Notes Clause Type Flag Clause Language Description standing of the clause such as Preferred or Alternative During clause creation, this status is set to Draft. If yes, this clause will be tagged in the generated contract and changes to it tracked during contract negotiation reconciliation. Changes to it can also be picked up if included in a Clause change based approval. If no, changes to it in the generated contract will not be tracked. Degree of risk associated with the user of the clause. Select the low, medium, or high radio button. Enter any annotation useful to you or other users. If you are entering text in the Clause Language field below, click the Text radio button. If you are going to upload an existing MS Word file containing the Clause language, click the File radio button. Field that can be used to flag a clause for review. For example, when using the legacy data load/import tool to populate the clause library, this field can be marked as Yes to flag clauses that will need a follow up review. If you have selected Text for the Clause Type field above, enter the text in this window (The character limit is 10,000 for Clause Type Text. If the clause language exceeds this limitation, choose the Clause Type File option.). Basic formatting functions are available, such as bold, italics, underline, cut, and paste. Embed contract terms into the clause by clicking the Embed Terms icon. You can embed any number of terms in a clause. Click the desired Data Field to insert it into clause. See the following example. If you selected File in the Clause Type field above, you are prompted to browse to the file name, as shown in the following example. Click the Browse button to select the MS Word file. Note: only MS Word documents SCPM 17

18 Field Description are supported. Note: (note: the following symbols are there to assist you with data entry: indicates a required field. The icon means that there is help text for that field. Put your cursor over or click on the icon to view the help text. Date fields have a calendar icon allowing you to click to choose the date from a calendar popup. If a field will only accept a certain format, you will see a notation such as this one by the data entry field, fields with a icon by the data entry field allow you to click the icon to choose from a list of values). 4. When your entries are complete, click the Submit button. The clause attributes are displayed. 5. You can either click the Edit button to make more changes, or the Next button to move to the Clause Composition screen. Clause Status is now Draft. 6. Click the Complete button to change the Clause status to Active and move the Life Cycle workflow from Draft to Manage. Modify a Clause The following Clause example is created using the Physician Agreement tab. 1. Follow the tab path: Clause Library Physician Agreement All The list of Physician Agreements summary list is displayed. 2. Select the Clause you wish to edit and click on the record link in the View column The Clause Composition form is displayed. 3. Click the Edit button and modify the fields as required in the same way as described in the Create a New Clause section. (Note: The character limit is 10,000 for Clause Type Text. If the clause language exceeds this limitation, choose the Clause Type File option.) 4. When your changes are complete, click the Submit button. The Clause Attributes are displayed. 5. You can either click the Edit button again to make more changes, or the Next button to move to the Clause Composition screen. The Clause Status remains as it was. SCPM 18

19 Activate a Clause You can activate a Clause that is in Draft or Inactive status. When you are looking at Clause summary lists, you may see Clauses under the Status column marked as either Draft, Inactive, or Active. Figure 13. Clause Status list on the All tab Active, Inactive, or Draft Activate a Clause in the Draft Workflow To activate a Clause with a Draft status in the Draft workflow task, 1. Click the Draft link under the View column. The Clause Composition panel is displayed, as shown below. Figure 14. Clause Composition panel of Inactive Draft Clause SCPM 19

20 2. View (click the View button then the Next button) or edit (click the Edit button, make changes, click the Submit button, then the Next button) the Clause as required. 3. When ready to activate it, click the Complete button. The Status is now Active. The Life Cycle workflow has moved from Draft to Manage. Activate a Clause Pending Approval To activate a Clause with a Draft status in the Approval Task workflow, 1. Click the Approval Task link under the View column. The Approval Required screen is displayed, as shown below. Figure 15. Approval Required screen for High Risk Clause The Approval Required panel provides a visual of the Approval workflow steps required with the current step highlighted. In the example above, the Approval workflow is a single step workflow. The Approval Conditions for <Approver Name> panel lists the conditions that were met to activate the Approval workflow. The Approval Log panel lists any prior approval activity. The Approval, Reject, and Reassign buttons are visible since the Approver is logged on. 2. To activate the Clause, it must be approved by the designated approver(s). The Approver would review the Clause and if approved, do so by clicking the Approve button. The Approval Confirmation screen appears prompting you to confirm approval and key in any comments. SCPM 20

21 Figure 16. Approval Confirmation prompt 3. Enter the approval comments and then clicking the OK button. The status is now Active. The workflow task has moved from Approval Task to Manage. The approved Clause now appears on the Clause Library Active list. Note: The Approval workflow is also reactivated if a clause is inactivated and then at some point moved from the Draft workflow with the Approval conditions once again being met. In the above example, any request to activate a High risk Clause will invoke the example approval task. (For details on how to create an Approval Template, see the Using the Composers Suite User Guide.) Activate an Inactive Clause To activate a Clause with an Inactive status in the Draft workflow task, 1. Click the Draft link under the View column. The Clause Composition panel is displayed 2. Click the Edit button. Make the necessary changes. 3. Click the Submit button. 4. Click the Next button. 5. When ready to activate the Clause, click the Complete button. The Status is now Active. The Life Cycle workflow has moved from Draft to Manage. Inactivate a Clause To inactivate a Clause with an Active status in the Manage workflow task, 1. Click the Manage link under the View column. SCPM 21

22 Figure 17. Active Clause list The Clause Composition panel is displayed. Figure 18. Clause Composition screen for Clause in Manage stage of Workflow 2. Click the Inactivate Clause button. The Status is now Inactive. The Life Cycle workflow has moved from Manage to Draft. If you click on the Physicians Agreement Inactive tab, you will find the Clause is now on the list. The Clause now appears on the Inactive and All tab lists, and is not available to be included in contracts. SCPM 22

23 INDEX A Activity Log Contact, 12 C clause activate, 19 edit, 18 inactivate, 21 Clause Library, 5, 6, 7 role privileges, 5 Summary View, 7 Clause Workflow, 12 clauses usage and management, 5 Create, 8 Create Clause form, 16 F Filter clause, 8 form, 9 filter operations, 9 Filter Records, 8 Filtering the Clause List, 8 P Physician Agreements Summary List, 15, 18 Print formatting for, 8 Professional Services, 5 R Related (Referring) Records Contact, 12 S subject matter expert legal, 5 Submit, 18 button, 18 SCPM 23