Contracts are collections of documents according to the contract hierarchy. With even a modest contract portfolio, documents proliferate. Manage contract documents for easy retrieval and reporting.
A document report presents all of the documents in your across all contracts. Document reports can show you:
- certain types of documents,
- documents expiring within a period of time,
- documents which contain (or omit) certain provisions, and
- the status of each document.
Document reports provide special insight into your contracts, unavailable through other means.
Limitations of folders
Folders are a method for storing documents in a location. Folders might be located on your internal network, in a document management system, or with an online service like Microsoft Sharepoint. At the most basic level, folders create a path to a file so computers can find and reference the file. They do not, however, support reporting of documents by type across folders.
The priority organization approach is to link documents to the overarching contract to which the documents apply. A professional services contract, for example, might include:
- the main agreement (Professional Services Agreements),
- Statements of Work (SOWs) for each phase,
- Certificates of Insurance for the liability provisions,
- Price Schedule,
- a Project Summary, and
- a DRAFT Amendment.
It is critical to keep those documents with the contract, because they are germane to the deal. However, what if you just want to see all Insurance Certificates or every document which is not fully executed. A contract organization would require you to go into each contract to find what you want and then to make a copy of the documents.
Folders are indispensable. They just are not the end-all-be-all of document management for contracts. Beware that your organization might have contract folders in many places. Your contract management software should bring documents together regardless of their file location.
To make document reports meaningful and easy to generate, classify documents with a consistent method. A common mistake is to substitute folder structure or deal name for document classification.
Like a folder structure, tagging the documents in a deal with just the deal name will only allow you to report on documents by deal name. If you want to find all the insurance certificates or bonds among all your leases, then classifying documents by deal will not reveal the certificates because they will be hidden behind the deal name.
What about full-text search? There are three problems with full-text search in this context:
- Search is not a report. At best, it returns a list of files. In contrast, a report provides a list neatly organized with meaningful metadata like expiration date and deal name.
- Search is over- and under-inclusive. Slight misspellings or alternative terms produce search results which include more documents and fewer documents than you want. More importantly, you have no way to know whether the results are complete or not.
- Search has a limited scope. To search, you must specify where to search: network directories, local computer, or online services? The document you might want could be in any of those locations, but your search mechanism only covers one.
Document classification solves the problems of full-text search. The objective of document classification is to design a scheme that coves each type of document regardless of the nuances of a particular deal.
Here is a sample document classification scheme for commercial lease deals:
- Schedule (or Exhibit)
- Statement of Work
- Insurance Certificate (or Bond)
- Estoppel Certificate
- Letter of Intent
This list is not exhaustive, but it illustrates the idea that the types of documents should transcend any particular deal.
With documents properly classified, you can run reports based on the type of document, the date the document expires or was effective, and the contract to which it relates.
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