In-House Lawyer Guide to Contract Management Systems: Part 2

In Part 1 of this article we looked at whether you need a CMS at all, and if so, whether you can get away with a free for freemium version for the time being.  This article looks at what are the ‘must haves’ versus ‘nice to have’ features you need in a CMS, and offer guidance around what sort of documents you should look to store in your CMS to simplify your workflows.  

‘Must haves’ v ‘Nice to haves’ — what features do I need in a CMS? 

While some features of paid CMS are useful, some features are simply ‘nice to have’. Again, we caution against buying a too complicated CMS system. 

Sadly, we have seen systems that produce unnecessary reports that no one reads. Or sophisticated systems that have overly complicated data entry requirements that do not add value. 

Worst of all, we have seen inefficient systems where the search function does not match with the data entry, and the system loses its integrity amongst users. This results in users saving their documents offline or separately, defeating the purpose of having a CMS in the first place. 

Here are some things to consider when considering purchasing a CMS system: 

1. What are the essential features required for the business, and what are the nice to haves? 
2. Is the interface of the CMS simple, straightforward and user friendly? 
3. Is contract storage include? 
4. Does it have the option to save different types of documents, not just contracts?
5. Can the data entry format be customised to fit the needs of the business? 
6. What type of searchable fields are available? What does the company require? 
7. What type of alert notifications are included? What does the business require? 
8. What type of security settings and privacy customisations are included? Can these be modified to protect privacy and to limit access to certain individuals?
9. Is the removal of a user’s access possible at short notice? For example, can it remove a terminated employees access immediately, to prevent copying of any sensitive or key documents that could be provided to another employer or competitor?
10. Can the system collate data regarding user access to documents? This can be useful to track the time spent on certain documents or provide alerts if an unauthorised person is attempting to access documents.
11. Are there any options regarding the types and formats of data that can be produced, for example tables, pie charts etc? 

Get in touch with us if you would like some guidance about the best CMS for your business. 

What should I store in my CMS? 

Once you have your CMS system in place, you can then consider what documents should be stored in it. The best practice is to store all documents that are integral to your business, not just legal documents. These include: 

• Corporate documents — company registration and constitution
• Business plans
• Documents setting out interests in the company — shareholder agreements and partnership agreements
• Leasing documents for office premises or shared office space
• Regular goods and services agreement — equipment hire, software as a service etc
• Employee and contractor documents, and any related documents like visa permits 
• Confidentiality agreements —  NDAs or exclusivity agreements
• Customer contracts and related documents
• Regulatory documents including permits or licenses required to operate the business
• Intellectual property documents — patents, copyright and trademark records
• Financial documents — annual reports and accounting records
• Training materials, new starters onboarding and educational material. This can include documents in multiple formats such as online videos and webinars
• Any other documents specific to your business

What about emails?

One of the issues to consider is how many of your emails should be saved into your CMS. This can be a time consuming exercise and many emails are not necessary or relevant to the business’ functions. 

However, some email correspondence between the parties provide necessary insight into the key terms of a contract and the contract negotiations. It is also common for contract variations to be conducted through email exchange only.

At the very least, it is important that any key emails that set out the obligations or commitments that in effect operate as a”virtual handshake” of a contract be filed in the CMS.  

We will explore these issues further in a separate article.

What about texting and instant messaging? 

Texting and instant messaging provides more challenges because it can be harder to keep records of these, and generally people consider and interact with these types of communication differently due to their lack of formality.  Depending on the type of business you are in and your CMS budget, you can store all data forms, and explicitly restrict the use of instant messaging services that you cannot keep records of. You can also implement a company policy that any official or important company related discussions must be done by email. 

Scanning

One useful tip —— If you decide to implement a freemium CMS, then ideally try to save key documents both in an editable and non—editable format. This will provide flexibility to re—use the document in the future. While there are some programs that allow you to search or convert PDFs into editable documents, the search function is never 100% reliable and often the formatting gets lost in the conversion. This is particularly important for legal contracts, such as employment contracts or purchase orders where you may want to reuse the documents as a template. 

One of the realities of any CMS system, even a premium one, is that documents must be manually scanned into the CMS system. This can be both time consuming and costly, and you will need to consider the quantity of documents, the cost to your business or to labour hire (for example hiring a specialist scanning company), the cost of the technology to scan and the CMS system. 

Biztech Lawyers can assist your business in selecting, setting up and operationalising a CMS for your business or in house team.  It is possible to go from chaos to order!

Need legal support?

Not sure where to start with legal concerns around your CMS? Biztech Lawyers is a multi-award-winning law firm, known for fuelling and protecting tech innovation worldwide. Get in touch now to see how we can help.