Session #507 – A Leader’s Guide to Delegating Legal Work: Stratifying Legal Services and Expanding the Role of Non-Lawyers in Your Department Law Department Management Mark Ross, Global Head Legal Process Outsourcing, Integreon Tuesday, October 18, 2016

Introducing Contract Lifecycle Management LPO 2.0 Negotiation playbook development and support Contract drafting, review and redline Post-execution contract administration Mass review and data abstraction    KPIs, SLAs, metrics and analytics Contract negotiation Template management and harmonization CLM technology consulting, implementation, and administration >

Best-In-Class Contract negotiation Playbooks – Essential when leveraging “alternative” resources  Part 1: Critical Playbook Components  Part 2: Benefits of Playbooks

Part 1: Critical Playbook Components  Process Mapping  Template Management  Documenting Negotiation Practices Articulating ‘must-haves’ versus ‘nice-to-have’ positions Formulating fall-back positions Explaining negotiation positions Enabling continuous improvement

Structure for Negotiation Playbook  Documenting processes and workflows  Capturing templates  Standard Negotiation Positions – Issue Based  Standard Negotiation Positions – Clause Based  Articulating Fall-Back Positions  Explaining Negotiation Positions to Counterparty  Assigning Weight to Negotiation Positions (risk scores)  Continuous Improvement

Question 1  Little or not at all (most knowledge resides with individuals)  Lightly documented (for example, we have general guidelines for certain issues)  Heavily documented (we have thorough guidelines on processes/workflow, and on negotiation positions and tactics across agreement types, including fall-back positions) To what extent has your legal department centrally documented processes and negotiation practices for your commercial agreements?

Part 2: Benefits of Playbooks  Process Efficiencies Improving turnaround times Eliminating bottlenecks  Optimizing Negotiation Practices Consistent and transparent results Reduce negotiation cycles Enabling delegation of negotiation to lower level legal resources or even to non-legal resources (self-help)  Template & Guideline Improvement Updating content based on continuous improvement

Workflow and Triage. Allocation to the “Right” Resources  Part 1: Designing Triage-based Process Flow  Part 2: Benefits of Triage

Part 1: Designing Triage-based Process Flow  Contract Risk Scoring System Differing levels of contract review  Resource Right-Sizing (mapping resources to risk levels)  Process Design

Multi-Shore, Technology Enabled, CLM Operating Model Onsite-based resources Workflow platform Foreign Language? Urgent? Complex? Bristol Fargo / Austin Beijing Boston Johannesburg London Noida New York Manila Washington D.C. Mumbai

Business owner initiates a procurement action Is contract >$10k or >1 year? Document threshold for initiating a phone call with legal to review overall deal CRRF Generate review-status report and circulate to stakeholders Weekly Playbook/Review Guideliness Review contract, propose language changes, and then route to appropriate Review Committee members per routing guidelines. See routing table. Is routing info complete? Submit contract Initiate call with legal/risk to discuss proposed contract Complete and submit with each contract a CRRF Review Committee Conducts review. [Consult business owners as necessary?] Monitor review committee TAT. Review completed within target TAT? Contract administrator consolidates all changes from review Committee, checks for completeness. Are all reviews complete? Route revised contract for execution per authorization matrix, then collect signed agreement. Send for counter signature and storage Input key terms to tracking database Authorization matrix Terminate Process End Process Negotiate any changes with providers Negotiations Complete? Yes No Escalate when necessary No Consult and Edit Terms and Monitor TAT Turnaround Time Target (Days) StandardRush FREQUENCY *Per contract †Selected contracts Business Owner LPO Resource Review Committee Associated Document * * * LEGEND * * * † * * ** * Sample Procurement Contracts Process Map

Question 2:  Yes – we have a comprehensive and formal process  Yes – we have a partially formulated, basic process  Yes – we have an informal approach (common sense)  No – any and all contracts can be dealt by any given legal resource Does your legal department triage contract negotiation based on risk?

Analytics in Contracts – A Key Benefit of “Alternative” Resourcing  Part 1: Introducing Analytics  Part 2: Pulling Data From Your Contracts  Part 3: Benefiting from Analytics

Part 1: Introducing Analytics  Insights into Process/Workflow Management  Insights into Contract Compliance (conformance to company standards/regulations)  Insights into Contract Performance Service Levels | Milestone Triggers | Discounts

Sample Process/Workflow Management Metrics  Progress: In 8 weeks – reviewed 352 contracts (i.e. 3,861 pages in 182 files)  Average Review Time per Contract: 0.63 hours  Accuracy: 99.59% Week 8  The new QC regime as per the final ratings given at the Review Meeting has been put in place  We received error report for combined steady state week 6 to 8. The team’s accuracy has been more than 99% in these weeks Operational Issues  100% uptime Technical Issues Performance Statistics

Contract Compliance: NDAS – Most Frequent Clause Modification

Contract Compliance: NDA Fall-Back Utilization Rates

Part 3: Benefits OF ANALYTICS  Improving Negotiation Practices  Risk Management (real-time deviation analysis)  Template Improvement (feedback loop)  Risk Review Optimization (improved compliance)