108: Contract Management Systems: Starting from Scratch

Transcription

1 ACC s 2013 Annual Meeting Monday, October 28 9:00 AM - 10:30 AM 108: Contract Management Systems: Starting from Scratch William Karazsia Assistant General Counsel National Student Clearinghouse Rhonda Lees Vice President, Legal Affairs American Diabetes Association Christian Ortego Senior Counsel Huntington Ingalls Industries, Inc. Corrine Taylor Legal Counsel The Joint Commission This material is protected by copyright. Copyright 2013 various authors and the Association of Corporate Counsel (ACC). Materials may not be reproduced without the consent of ACC or the copyright holder. Reprint permission requests should be directed to ACC s Legal Resources Department at legalresources@acc.com 1 of 15

2 Faculty Biographies Session 108 William Karazsia Bill Karazsia is assistant general counsel and a director-level senior manager at the National Student Clearinghouse, a nonprofit organization that serves the higher education community. His portfolio spans the commercial contract, information privacy, strategic transaction, and corporate governance domains. He earned his US Certified Information Privacy Professional credential earlier this year and is preparing for the EU certification exam. Combining his language skills and an aversion to specialization, he represented large Italian industrial concerns on both dispute and transactional matters at an international law firm in New York. Drawn to this variety and the "what next" suspense of a blended practice, he left law firm life as a managing associate to join the in-house ranks. Since 2010 Mr. Karazsia has been serving as a co-chair of the Nonprofit and Associations Forum of the Washington Metropolitan Area Corporate Counsel Association, a role that has allowed him to develop programming and curriculum for panels and conferences. Since 2011 he has held an appointment as a professorial lecturer in Strategic Management and Public Policy at the George Washington University. In 2012 he was named a Faculty Service Excellence Nominee, a designation conferred upon less than 1% of all adjuncts across the University system. Mr. Karazsia earned his JD from the Georgetown University Law Center in Rhonda Lees Rhonda Lees is the vice president, legal affairs, at the American Diabetes Association (ADA) in Alexandria, Virginia, a post she has held since She direct the legal affairs department, including contracts, trademark, litigation, and advisory opinions, as well as the administrative services department, including risk management, insurance, facilities management, and leases for 80+ offices. Prior to joining ADA in 1998, Ms. Lees worked for a law firm that represented nonprofits and trade associations, as a solo practitioner, and as an associate for a firm that specialized in individual client matters. She serves as the executive vice president of the American Association of Jewish Lawyers and Jurists. Ms. Lees received her BA from Wesleyan University and her JD from Pace University School of Law. 2 of 15

3 Christian Ortego Christian A. Ortego is senior counsel at Huntington Ingalls Industries Incorporated (HII). Mr. Ortego provides legal advice and counsel to Newport News Shipbuilding Division leadership and senior management for Nimitz class aircraft carrier overhaul, Supply Chain Management, and Process Quality and Excellence. Prior to joining HII, Mr. Ortego was in private practice in Washington, D.C. at Steptoe & Johnson LLP where he represented clients in federal and state courts in a variety of civil litigation matters. While at Steptoe & Johnson, Mr. Ortego's practice focused on commercial litigation, investigations, insurance coverage, securities fraud, toxic tort and constitutional matters. Upon graduating from law school in 2005, Mr. Ortego was accepted into the U.S. Department of Justice Attorney General Honors Program. As a Trial Attorney at the Department of Justice, Mr. Ortego worked in the Civil Rights Division conducting investigations and trying cases against state and local jurisdictions. Prior to law school, Mr. Ortego served five years on active duty as a Surface Warfare Officer on board the USS Gettysburg (CG 64) and the USS Doyle (FFG 39). Mr. Ortego is currently a commander in the United States Navy Reserve. In 2011, Mr. Ortego was mobilized to Baghdad, Iraq where he served as a military advisor to the Iraq Ministry of Defense and National Security Advisor staffs. Mr. Ortego is a graduate of American University, Washington College of Law. Corrine Taylor Corrine Taylor is legal counsel for The Joint Commission, an international not-for-profit provider of healthcare evaluation, consultation and education services and products. In this role, Mrs. Taylor, provides legal support to the electronic products, domestic consulting, publications, information technology, and international services teams on numerous issues including international and domestic commercial contracting, government contracting, licensing, and intellectual property management. Previously, Mrs. Taylor practiced employment law and commercial litigation for the Chicago law firm of Bellows & Bellows (now known as The Bellows Law Group). Mrs. Taylor is a certified Yellow Belt in Robust Process Improvement(R), a Lean Six Sigma, and change management methodology. She also served as the Webcast Chair for the ACC Small Law Department Committee. Mrs. Taylor earned her Bachelor of Arts degree from Michigan State University and her Juris Doctor from the Loyola University of Chicago School of Law. Mrs. Taylor was a member of the AIPLA Giles Sutherland Rich Moot Court team. Mrs. Taylor also served as a Senior Editor for the Loyola University Chicago International Law Review. 3 of 15

4 Contract(Management(from( Scratch( The(Lifecycle(of(Choosing(and(Using(a( Contract(Management(Process( Bill(Karazsia( Corrine(Taylor( Chris:an(Ortego( Rhonda(Lees( Drama:s(Personae( 4 of 15

5 Today s(presenta:on (( Start(with(the(end( Iden:fy(current(processes,(develop(a( requirements(document,(seek(best(prac:ces( and(develop(wish(list( Choose(vendor(( Pilot(test( Roll(Out( Review( Start(with(the(End(( Develop(your(own(vision(that(reflects(your( priori:es(and(goals.((example:((( A(system(with(the(ability(to(build,( review,(execute(and(maintain( contracts(in(an(electronic(format(that( checks(for(approvals(and(compliance,( allows(for(excep:ons,(reports(out(on( any(field(and(can(scale(up(or(down.( (( 5 of 15

6 Resources(are(available( No(need(to(reRinvent(the(wheel.((( Speak(with(colleagues(of(similar( companies(to(see(what(they(are( doing,(what(they(learned,(and(seek( best(prac:ces( ACC(has(lots(of(materials( Vendors(have(ideas,(too( Assessment:(the(Project(Team( Organize(a(project(team(to(gather(and(analyze( current(needs,(workflow,(processes,(pain(points,( barriers,(and(develop(a(wish(list.((consider( including:( IT((most(important)( Business(Development( Compliance(( Finance(staff((who(understand(the(backRend(of(( transac:ons,(and(iden:fy(what(the(auditors(need)( Sourcing(or(Purchasing(Department( ( 6 of 15

7 Assessment:(the(Interviews( Interview(a(crossRsec:on(of(the( organiza:on,(including(end(users(who(send( contracts(for(review,(and(a( superruser (of( your(legal(services,(such(as(a(paralegal(or( legal(assistant,(who(understands(the( details.(( Consider(involving(senior(management(in( dissa:sfac:on(mapping( Assessment:(the(ques:ons( 1. What(is(the(process(for(contract(review,( including(who(can(submit?(( 2. When(is(a(contract(required?(( 3. Which(provisions(must(be(included?( 4. Who(nego:ates(t s(and(c s?(( 5. Who(can(sign(off?(( 6. What(is(a(rou:ne(situa:on(and(what(requires( addi:onal(review(or(analysis?( 7. What(works?((What(doesn t?( 7 of 15

8 Assessment:(The(Deeper(Dive( Seek(out(the( pain(points :(( :me(to(review,(( compliance(with(rules(and(obliga:ons,(( percep:on(of(legal((the( black(hole )((( Look(into(barriers:(( consider(your(corporate(culture( compe:ng(databases,(or(a(preference(for(excel,(or( whether(another(group(wants(to(be(in(charge( Assessment:(More(Issues( Loop(in(document(reten:on(team(re(legacy( documents( (Interna:onal(purchases(may(involve(export/( control,(trade(sanc:ons,(fcpa(subject(maeer( experts,(eu(data(privacy( General(privacy(concerns(subject(to(state(laws,( HIPAA,(HIRTECH(and(the(Omnibus(Rules)( 8 of 15

9 Privacy(&(Security:(A(Rectangle(is(Not(a(Square( as#explained#by#these#circles# No:ce( Consent( Choice( Privacy( ( ( ( Use( Confiden:ality( Access( Security( ( ( ( Availability( Integrity( Analyze(the(Informa:on( Review(policies(and(procedures,(including( rules,(standards,(excep:ons( Review(and(diagram(current(methods(and( workarounds( Consider(solu:ons,(such(as(enhanced( processes,(an(internal(database(system,(or( the(services(of(a(dedicated(vendor(( 9 of 15

10 Goin (Outside( If(you(decide(to(use(an(outside(system,(( How(many(licenses(will(you(need?( Will(there(be(one(central(administrator(or(will( everybody(have(access?((should(they?(( Consider(:ers(for(those(that(may(need(a(license( and(who(should(have(access(to(what( Define(who(is(a( must(have (or(a( nice(to(have ( How(many(legacy(records(should(be(migrated?(( Make(the(case( Determine(what(success(looks(like(to(secure(buyRin:( Give(end(user(ability(to(build(rou:ne( contracts( Automate(review(and(approval(processes( Clarify(rules(department(expecta:ons( Reduced(turnRaround(:me( Monitor(obliga:ons,(and(specify(cancella:on( or(renewal(op:ons.(( Interact(with(financial(and(approval(systems( 10 of 15

11 The(Heart(of(the(Maeer:(the( Requirements(Document( This(defines(what(you(are(looking(for(in(a(solu:on.( Some(common(features(to(consider(are:( A(clause(library( A(kiosk(for(internal(clients(to(pull(your(template( agreement( Third(par:es((e.g.(vendors(or(customers)(can(begin( the(contrac:ng(process(directly(through(the(system( Automate(and(streamline(approvals(for(rou:ne( situa:ons,(and(flagging(those(needing(addi:onal( review(( More(about(the(Requirements( Document(( Include(workflows(or(not(( Integra:on(with(any(exis:ng(systems.( All(inclusive(model(or(something(that(will( adapt(with(addron(modules?( Anything(that(may(have(come(out(during(the( interviews?( How(to(prepare(for(the(future( 11 of 15

12 The(Project(Work(Group(goes(to(Work( Review(and(complete(the(requirements( document( Rank(the(document(features:(1((a(want)(R(5((a( need)( Compile(the(numbers(and(average(the(feature( Meet(and(develop(consensus(on(the(rankings( What(to(Look(For(in(a(Vendor( Basic(Due(Diligence( Who(are(vendor s(typical(clients( Do(they(have(similar(needs( How(long(has(vendor(been(in(business( Is(vendor(undergoing(a(merger( Does(system(comply(with(HIPAA,(HiRTech(and( PCI?( Does(it(interact(with(Oracle,(AMS,(eRcommerce( What(else(can(vendor(offer( Can(vendor(provide(training(and(support( Do(you(want(to(do(an(RFP?(( 12 of 15

13 Selec:on(:me( Meet(with(RFP(applicants( Meet(with(Selected(Vendor(( What(vendor(is(like(to(work(with(during( the(contract(process(reflects(what(it(will( be(like(to(work(with(during(the(project( Execute(and(maintain(the(contract(per( policy( RollRout(Time( Pick(a(pilot(group(that(par:cipated(in(the( process.(((( Vendor(Support(Level(is(Cri:cal( InRHouse(Tech(Support(is(Cri:cal( Require(Training(of(everyone(within( the(user(group(( Use(Feedback(to(Refine(the(Produc:on( Environment( 13 of 15

14 Fine(Tuning( CheckRIn(with(Business(Users( Look(for,(monitor(and(memorialize(successes( Reiterate(the(enterpriseRwide(commitment( Find(out(what(the(tool(can(be(doing(beeer( Circle(back(to(Vendor( As(business(users(are(sources(of(info(for(you,(you( are(a(source(of(info(for(your(vendor.((try(to(get( royalty(interest((and(let(us(know(if(you(succeed)( Make(requests(of(your(Vendor.((( Analysis(and(ReRanalysis( Return'on'Investment( Does'the'system'meet'your'expecta4ons're'4me,' cost,'and'burden?( What'about'excess'capacity'created'in'your' systems'and'staffing?( 14 of 15

15 Expansion( Other'Business'Units'May'Find'Possibili4es'for'the'Tool( Asset(Management(and(Tracking( Standardized(Mee:ng(Forms((e.g.,(Agendas,(Project( Review(Reports)( Employee(Onboarding(and(Oioarding( Li:ga:on(( Trademarks(( The'More'the'Merrier!( Share(the(Licensing(and(Maintenance(Fees( Broad(Adop:on(of(the(Tool(Strengthens(the(Iden:ty(of( Legal(Department(as(a(CostRConscious(and(EfficiencyR Minded(Stakeholder(in(the(Organiza:on( Comments?(Ques:ons?( Look(forward(to(robust(discussion( 15 of 15