Learning All About Clause Library

Objectives

After completing this lesson, you will be able to:
  • Explain the different clause types.
  • Describe the benefits of the Clause Library.
  • Demonstrate different levels of access to the Clause Library.
  • Illustrate how to capture common clauses needed to populate the Clause Library.

Clause Library

The Clause Library is the central repository for clauses, designed for ease of use. The primary benefits of the Clause Library are streamlined clause management and reusability of clauses in different contract documents. It’s populated with clauses from an organization's contract documents.

Managed by the system as a project to:

  • Control access
  • Provide structure

Clauses are stored in the Clause Library to make them reusable and manageable. Ideally, clauses in the Clause Library have been preapproved by the organization for use in contract documents. When clauses are used in a Main Agreement or Contract Addendum, the system tracks which clauses are used "as is" from the library or if they came from another source. This allows approvers to focus on the non-standard language used in contracts rather than having to review all the text in contract documents. This streamlines the approval process and makes it easier to pass organization-wide standards down to the contract creators. In the system the Clause Library is managed as a contract library project, providing clause authors with access control and an organized folder structure for storing clauses.

Clause Library Benefits

The use of the Clause Library provides many benefits. It allows your organization to:

  • Create consistent contracts, while using pre-approved clauses:
    • Preferred
    • Alternate
    • Fallback
  • Create clause level approvals for clause usage and clause editing in the Clause Library, the contract project template, or a contract workspace.
  • Report on clause level usage and editing.
  • Allow Contract Authors to view "helper text / negotiation tactics" that cannot be seen by your counter party.

Access to the Clause Library

To access the Clause Library to add or edit content, navigate from the dashboard:

ManageClause Library.

The Clause Library is designed similarly to other contract workspaces/projects, except the Documents tab is replaced with a Clauses tab.

Clauses tab is highlighted on the Clause Library page.

The Team tab lists the users who have the ability to add, delete or modify clauses within the Clause Library. The Project Owner group can also add or remove users from other project team groups, so it’s important to carefully choose who should be in this group. Users that should only be allowed to view and edit clauses can be added as team members in project groups other than the Project Owner group.

Users who are listed on the clause library team will see the Clause Library link displayed in the Manage section of their Common Actions panel. Clicking this link will open the Clause Library project. If you are not a member of the Clause Library project team, you can still view the Clause Library if the Access Control is unrestricted. From the Home dashboard click SearchClause Library. On the resulting Search page you will see a link for the Clause Library. Click it and select Open to open the Clause Library for viewing. You will not be able to add anything to the library or make any edits. By default, there is no access control set on the library, so all users who have access to the SAP Ariba Contracts solution can view it. You don’t have to be a contract author. For example, those in your organization who have the system permissions to create Contract Requests but not Contract Workspaces can still view the Clause Library using the method described here.

  • Only Team Members of the Clause Library can edit the Clause Library.
  • Only members of the Project Owner group can edit the team.
  • Unrestricted access allows all users to view it.
    • By default, there is no access control set on the Clause Library, so all users who have access to the SAP Ariba Contracts solution can view the library.
Team tab is highlighted on Clause Library page. Details are provided in the paragraph above.

If you want to limit who has access to view the Clause Library, you could change the access control field in the Overview section. However, this would defeat the purpose of having the Clause Library, since you want all the contract authors to view it.

To view a clause in the library, open the folder in which the clause exists and click its link. From the resulting menu, select an option:

  • Open Draft will be selectable if the clause has not yet been published. This will open the clause in Microsoft Word.
  • Open Last Published will be selectable if the clause is published. This will open the clause in Microsoft Word.
  • View Details will allow you to view the clause attributes, including its description and summary. The description describes the clause, while the summary is usually the clause itself. Sometimes it will be truncated if the clause is too long. In this case, choose to Open the clause in Microsoft Word if you need to see the whole clause.

Clause Library Guidelines

  • Do not exceed 50 children subfolders under any one parent
  • Keep folder names brief
Services Agreement folder and its subfolder is displayed.

Note

SAP Ariba Best Practice: Best practice is to have the Clause Library structure mimic the contract structure. Each folder should correspond to a section.

It’s recommended to have no more than 50 children subfolders under any one parent folder. And each child folder should have no more than 50 children subfolders. This limit is to prevent excessive delays in screen response time. The fewer subfolders you have, the faster the screen response. 50 is the recommended maximum, but fewer is better. Also note that the 50 is just a guide – it is not enforced, meaning the system will not prevent you from adding more.

There is a Microsoft Word software path length limit of 255 characters that effectively prevents you from using excessively long Clause Library folder/subfolder names with long file names. This means that if the complete file path address it too long, (such as "d:/folder1/subfolder2/subsubfolder3/subsubsubfolder4/etc./ClauseFileName") you will not be able to edit a clause in the Clause Library.

Caution

You can create the Clause Library folders and subfolders and not realize you have exceeded the Microsoft Word path limit until you try to edit a previously created clause located in the Clause Library. If you think you may have exceeded this Microsoft Word path length limit, test it by trying to edit the clause from within the Clause Library. If you cannot, then you know you have exceeded the path length allowed.

Contract Document Structure

Contract document structure is displayed.

Note

SAP Ariba Best Practice: Whenever possible, reword similar clauses to create a standard clause which can be used in multiple agreements.

Identifying Common Clauses

To initially load your Clause Library, it makes sense to first identify standard clauses currently used in your agreements. It is common to discover that many of your contracts contain similar, but not identical clauses. Whenever possible, re-word similar clauses so they are identical, reducing the overall number of clauses used in agreements. Although this can be a time-consuming exercise, it is well worth the effort. It reduces the overall number of clauses to load and manage in the library. It also streamlines the clause selection process for contract authors, expediting the contract creation and approval process.

The spreadsheet above represents one way to standardize and identify clauses for the library. The Clause Library folder names are the rows, and the main agreement masters are the columns. This allows you to quickly see which clauses are common between which documents.

After this spreadsheet is used for the initial loading of clauses into the Clause Library, it’s a good idea to maintain the spreadsheet to keep track of which documents use which clauses. Many SAP Ariba Contracts customers maintain a Microsoft Excel spreadsheet similar to the one above to both help determine which clauses are common between multiple Microsoft Word documents, as well as to help track the clause usage. By maintaining this spreadsheet, you will know where each clause is used in case you want to change a clause later. It will allow you to know what contracts should be updated.

Access Clause Library

After completing this activity, you will be able to:

  • Access the Clause Library
  • Create a folder
  • View the team
  • Open a clause
  • View details of a clause
  • Show/hide details (see preferred, alternate, fallback)

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