Exploring Clauses

There are different ways to add clauses to the Clause Library. All clauses originate from a Microsoft Word document.

Preferred / Standard Clause

These are clauses you prefer to use at the start of your supplier or customer negotiations.

Alternate Clause

Pre-approved clauses that can be substituted in place of the preferred clauses.

Fallback Clause

Usually used if the supplier or customer rejects the language in either a preferred or alternate clause. Could contain specific approvals.

Empty Clause

A special clause that is automatically substituted when a user deletes a template clause. A Clause Library should contain only a single empty clause.

Every clause in the Clause Library is assigned a clause usage type which indicates proper usage. There are four different clause usage types: Preferred, Alternate, Fallback, and Empty Clause.

A Preferred Clause is the one that contains the favored wording in most situations. A preferred clause that is shared between at least two documents is often called a standard clause.

Alternate and fallback clauses are pre-approved clauses that can be substituted in place of the standard (preferred) clauses. Contract Authors can easily see when there is an available alternate clause that can be substituted for a preferred clause. This greatly simplifies the approval process, since the alternate clauses have already been approved for use and are easily accessible by the users. Alternate and fallback clauses must reside in the same folder as the preferred clause they are associated with. Typically, each folder contains one preferred clause, and may contain one or more alternate clause, and one or more fallback clause. Alternate and fallback clauses are optional. It is perfectly acceptable to have only a preferred clause within a folder of the Clause Library, providing it satisfies all contract needs.

The Empty Clause is a special clause that is automatically substituted when a user deletes a template clause. In the outline view of the document, the empty clause indicates that a template clause has been deleted, rather than just removing it. A Clause Library should contain only a single empty clause, which resides in its own folder.

There is no functional difference between these types of clauses. Use the types to help you organize the clauses in your library. Types are only important during clause selection from either a template, or a contract workspace.

Changes Require Approval in the Clause Library

• Every new version of the clause created in the Clause Library must be approved before being published for use by Contract Authors.
• Deleting a clause does not trigger approval.
• Task created for clause level approval in the Clause Library is a required task. It cannot be an optional task.
• There is no limit to the number of users, either directly or through groups, that can be added to the Changes Require Approval By field on a clause.

Changes Require Approval in a Contract Workspace

• If a change is made to a clause at the Contract Workspace level, either by manually editing the Microsoft Word document or making a changing through the Outline View.
• If a change is made to the clause in a contract document, all users specified in the Changes Require Approval By field for that clause are added to any existing approval task including that clause.

Note

No approval tasks are ever created in a contract workspace for clause approval. Users can only be added to the approval flow of existing approval tasks.

In SAP Ariba Contracts, it is often desirable to have clause inclusion trigger a specific approval. For example, if your business case requires a particular member of the legal team to be added to the contract workspace to approve a clause substitution only if a particular fallback clause is used, this can be done most easily with clause level approval.

Clause level approvals are controlled by the following fields on an individual clause:

• The Changes Require Approval By field
• The Use Requires Approval By field

Use Requires Approval By in the Clause Library

• Adding a user or groups to the Use Requires Approval By field on a clause has no meaning or function within the Clause Library.

Use Requires Approval By in a Contract Workspace

• Same effect in a contract workspace for a clause except the approval is triggered by a substitution as opposed to a change.
• If a clause with users specified for the Use Requires Approval By field is used by default in a contract document in a contract workspace, no extra approval is required.

Use Delete Requires Approval By in the Clause Library

• Adding a user or groups to the Delete Requires Approval By field on a clause has no effect on clauses deleted from the Clause Library.

Use Delete Requires Approval By in a Contract Workspace

• Same effect in a contract workspace for a clause except the approval is triggered by a deletion as opposed to a change.
• Users or groups must approve the deletion of the clause in a workspace document.
• Users specified in this field are added to an existing approval task that encompasses the clause or added to a new approval task.

1. Create a Microsoft Word document containing text for a single clause (no formatting/no bookmarks).
2. Navigate to the Clause Library.
3. Select Actions → Create Clause from the Clauses tab. This will add the clause inside the folder. Alternatively, you can click the uppermost Actions button and select Create Clause, which adds the clause at the top level of the Clause Library. You can then drag and drop the clause into the appropriate location and/or folder.
4. On the Create New Clause page, upload the Microsoft Word document.
5. Enter description of the clause, choose Clause Type: Preferred, Alternate, or Fallback. Set approval level, etc.
6. Publish the clause to make it available to contract authors as clause substitutions in contract documents.

To move a clause or folder, click and drag it to another position in the library. To put a clause or folder inside of an existing folder, make sure your pointer is on top of the desired folder (it will be highlighted in yellow) and then drop the object inside.

The description field for clauses can be used to provide short descriptions of proper clause usage to users. The clause description is viewable in the Clause Library. It is also available as a tooltip when viewing the agreement in the Outline View of a contract workspace. Click the ‘i’ icon to view the clause description. This can help the contract author decide if a substitution is appropriate or not.

1. Prepare the Microsoft Word document.
2. Create dummy or open a template to upload bookmarked document as a Main Agreement or Contract Addendum.
3. Go to the Outline View.
4. For each clause you want to publish to the Clause Library, choose Actions → Publish to Clause Library in the Outline view.
5. Enter description of the clause, choose Clause Type: Preferred, Alternate, or Fallback. Set approval level, etc.

It is more efficient to load multiple clauses to the Clause Library at once. This is especially true when you are first creating your Clause Library. You cannot load multiple clauses directly into the Clause Library. Instead, you must load a Microsoft Word document containing the clauses into a contract project template as the Main Agreement or Contract Addendum.

You must be a member of the Clause Library team to do this. Once a clause is published to the library, it is available for use by contract authors. The template used for this purpose is one of two types:

• A ‘real’ template that is used to create contract workspaces. This template contains a contract document (e.g. main agreement or contract addendum) which contains clauses that you want to add to the library.
• A ‘dummy’ template that is used only for the purpose of loading clauses into the library. Often this is named something like ‘Clause Loading Template’ so its purpose is obvious.

Let’s concentrate on using a dummy template to load multiple clauses into the Clause Library. Here are the steps required:

1. Create or use an existing Microsoft Word document containing multiple clauses.
2. Apply styles with appropriate outline levels to define sections and clauses.
3. Access a ‘dummy’ template to import clauses. If one does not already exist, you will need to create one.
4. Upload the Microsoft Word document into the template as the Main Agreement or Contract Addendum. Either will work.
5. After the upload is complete, click the Microsoft Word icon for this document. This will cause the document to generate, opening in Word. Save this document in Word and close the window.
6. View the document in the outline view by clicking its link in the template and selecting View Details. Publish clauses to the library individually, which adds each clause to the library as published.
7. Move the clauses into the appropriate folders by dragging and dropping.

If you do not see the Publish to Clause Library option in the menu, check for two things:

• Are you a member of the Clause Library team? Only members of the Clause Library team can add clauses to the Clause Library.
• Generate the document by clicking its Microsoft Word icon.

After clicking Publish to Clause Library, you are prompted for the title, description, clause type, summary, and other document related fields when you publish the clause. The clauses are added to the Clause Library as published, and are available for use immediately in templates and contract workspaces. All new clauses added to the Clause Library in this way are added to the root (top) directory. You should move the newly added clauses to an appropriate folder. Select the object and drag it to the location or folder in which it belongs.

The final step in the process of adding multiple clauses makes the clauses available to other users by publishing them to the Clause Library. View the Main Agreement in the Outline View to see your clauses. Use the Publish to Clause Library action to add the clauses from the dummy template to the Clause Library. Only clauses are added to the library, not sections.

A change to a clause in the Clause Library will be inherited by:

• Templates containing that clause
• New contract workspaces created from the affected templates

A change to a clause in the Clause Library will not be inherited by:

• Existing contract workspaces
• Published contracts

Over time, you may need to make changes to clauses in the Clause Library. To do this:

1. Access the Clause Library and open the clause in Microsoft Word.
2. Make the changes and save the Microsoft Word file.
3. Return to the Clause Library.
4. View the system warning as shown in the slide above.
5. Select Update Now and provide a version comment.
6. Publish the updated clause.

Keep the following in mind when editing clauses in the Clause Library:

• A change to a clause in the clause library will not be inherited by contract workspaces or published contracts. If you want to make a change to the clause in an existing contract workspace, you will need to edit that contract workspace directly. If you want to change the clause in a published workspace, you will need to amend the contract. To locate where the clause resides, refer to your Microsoft Excel spreadsheet, described in module 2 Clause Library Overview, which you maintain to manually track where clauses are used.
• If you update a clause in the Clause Library and publish it, all templates containing that clause automatically use the new clause version for all contract workspaces created using that template.
• When you view the template, the clause displayed on the Outline View tab of the contract document will remain the old version (despite the fact that the newer clause will be used when projects are created) until you create a new version of the template.
• There are no system notifications sent when a change is made in the Clause Library, unless an approval is required.

• If the clause deleted from the library still exists in a published template, the system will display Library (Clause Intentionally Deleted) in the template.
• If the template owner does not remove the deprecated clause from the template, and contract workspaces are created from the template after the clause has been deleted in the Clause Library, the clause is still included in the resulting contract workspace, but is marked as Template (Deprecated) within the contract workspace.

If a clause in the Clause Library is no longer used, or a Clause Library administrator does not want that particular clause to be used in any subsequent contract documents, you can delete a clause from the library. To delete a clause from the Clause Library, click the link for the clause and select Delete. Alternatively, click the link for the clause and select View Details. On the clause details page, click Actions → Delete.

If you delete a clause from the Clause Library and the clause is still in use in a template, the clause is not immediately removed from the template. Rather the clause type is changed to Library (Deprecated) in the template to reflect the fact that the clause is no longer acceptable.

If you delete a clause from the Clause Library which is currently in use in any contract workspace (published or not), the clause is not removed from the workspace. Just like templates, the clause type is changed to Library (Deprecated). To remove it from the workspace, the contract author must delete it in the workspace. It is extremely important for any user who deletes clauses from the Clause Library to notify relevant template owners (and possibly contract authors) that the clause is being deprecated. You can use the Search feature to find where the clause is used.

Allows you to move the Clause Library from one realm to another, from development realm to a production realm during implementation.

• You can search for a clause within the Clause Library if you have permission to view the Clause Library.
• Access the Clause Library → select Actions → Search.

In order to provide flexibility to users searching for contract information in the repository, SAP Ariba Contracts supports a variety of different search options including the ability of the system to search for a clause within a particular workspace, templates, or the Clause Library.

Contract Clause Usage

• Lists clause usage by contract workspace and agreement. Its purpose is to help you determine if your clauses are effective and utilized.

Contract Clause Usage Modifications

• Lists contract clauses and how they were used, as either Preferred, Approved or Modified clauses. This report helps you gain visibility into how effective your Clause Library is based on the types and trends of usage. For example, if you see that a particular clause is frequently modified, you can update the clause in the Clause Library as necessary so users will no longer feel the need to modify it.

You can create your own custom analytical reports based on data objects in any application that is part of the SAP solutions, such as sourcing events and contracts. You can also create a compound report, which is the combination of 2 or more analytical reports. Information about these types of reports are available in the Help Center.

The most commonly used reports have been created for you and stored as prepackaged reports. These reports are organized into folders by type, as shown above. Reports designed for analysis of Contract Management data are stored in the Contract Workspace Analysis folders. To access these folders, go to your Common Actions panel on the dashboard and click Prepackaged Reports in the Manage area. Open either of the Contract Workspace Analysis folders by clicking its link.