Reviewing the Authoring of the Main Agreement

Objectives

After completing this lesson, you will be able to:
  • Explain the purpose of Assembled Documents in SAP Ariba.
  • Enable the Desktop File Sync.
  • Make text level changes to the Main Agreement in Microsoft Word.
  • Make Clause level changes to the Main Agreement in the SAP Ariba UI.
  • Save new versions of the Main Agreement.
  • Compare versions of the Main Agreement.

Contract Lifecycle – Author

The Authoring phase of the Contract Lifecycle is highlighted.

The Authoring phase of the Contract Lifecycle includes:

  • Editing the Main Agreement
    • Textual changes
    • Clause substitution and revision
  • Finalizing changes in preparation for sending the Main Agreement out for review by internal stakeholders

Enhanced Contract Authoring – Introduction

SAP Ariba provides Enhanced Contract Authoring with a new drag-and-drop document imports, seamless editing with integration to Microsoft Word, and simplified clause management.

  • Uses simple Open XML based formatting – simple styling available in Microsoft Word (Requires .DOCX format – Microsoft Word 2010 or later).
  • Feature is disabled by default - have your designated Support Contact (DSC) log a service Request (SR) through Ariba connect to turn on in your test environment first.

It is highly recommended that ECA is first enabled in the test environment. This allows you to test the new functionality without affecting existing data and documents.

Legacy SAP Ariba Contracts Customers

For Legacy SAP Ariba Contracts customers – once ECA is turned on, it cannot be reverted back.

More migration preparation is required for customers who currently use the DFS and bookmarked documents with links to the clause library.

Features of ECA

Open-XML document formatting

  • Sections and clauses of a contract document are determined by document styles in Microsoft Word.

Drag-and-drop document imports

  • Simply drag and drop the document from your network/computer directly into SAP Ariba through the web browser.

Simple, in–application review

  • Changes to a contract document are viewable directly into the SAP Ariba user interface and are color coded to allow you to view and accept changes quickly.

Server-side document assembly

  • Any web browser can be used and end user configuration is not needed.

Assembled Document

Assembled contract documents enable you to use contract authoring features which typically have multiple sections and clauses.

  • In SAP Ariba, known as Main Agreement or Contract Addendum
  • Microsoft Word document that contains the text of the Contract Agreement
  • Organized into Sections and Clauses

When working with documents in SAP Ariba, the documents can be of any type, such as PDF files, Microsoft Excel files, Microsoft Word files, etc. Some SAP Ariba Contracts features are integrated with Microsoft Word functionality. Using an older version of Word to work on a document created in a newer version of Word will cause those SAP Ariba Contracts features to not work.

The following document types have special functionality.

  • Main Agreement - This Microsoft Word document contains all the text of the contract agreement. There can only be one main agreement per SAP Ariba Contracts template and the contract workspace.
  • Contract Addenda - These optional Word documents serve as additional text to the main agreement document and are also version controlled. They are similar to the main agreement, but you can have multiple contract addenda in each SAP Ariba Contracts templates and contract workspace. You can include documents of any file type that can be used for multiple purposes in the SAP Ariba Contracts template or workspace. But the Main Agreement and the optional Contract Addenda must be in Word. If the parties involved are using different versions of Word, remember that it is generally ok for users of a newer version of Word to use or modify a document created in a previous version of Word. A user on an older version of Word should not use a document created in a newer Word version.

Assembled Document – Microsoft Word View

Assembled documents can be viewed in two ways: Microsoft Word and the Outline View in SAP Ariba Contracts.

Typically, the Outline View is used to edit the document structure, and Microsoft Word view is used to edit text.

Things you can do using Microsoft Word:

  • Add/ delete/ edit/ move text within a clause
  • Add a new clause (Do this by hitting the return or enter key on your keyboard to start a new paragraph, and then type your clause content)
  • Moving clauses
  • Add/ Delete/ Move footnotes and headers

You can view the main agreement as a Microsoft Word document. To open the main agreement, click its link and select Download Draft. When done making changes in Microsoft Word, save the file.

Locking

Users can lock documents. Locking a document prevents other users from making changes to it until it is unlocked by you or another user with the proper permissions.If you lock a document you can make changes at any time without having to unlock it. Locking a document is useful if you want to make sure there are no changes made to it by others while you are working with it. Only users associated with a document are able to lock it, such as the project owner, the document owner, or a team member assigned to a task (as either the task owner or reviewer) associated with the document. They have owner permissions for the document.

To lock a document, click the title of the document you want to lock and choose Lock from the menu. When you lock a document in this way (without it being associated with a task), the document stays locked until either you or another user with owner permissions unlocks it. To unlock it, click the lock icon to the right of the locked document on the Documents tab to unlock it. If you create a task associated with a document, you can lock the document by setting the Lock Document field (located in the Advanced Task Details section) to Yes when submitting the task. When you complete the task by clicking Mark Complete button, the document is automatically unlocked. If a document is locked in a template and a contract workspace is created from the template, the document will not be locked in the created contract workspace. You can also lock content at the folder or workspace level, and all documents underneath that folder or contained in that workspace are locked as well. Locking an entire contract workspace only locks the documents within the contract workspace, not the entire contract workspace. In other words, locking an entire contract workspace does not lock the team and tasks.

Tracking Changes

SAP Ariba Contracts will store multiple versions of your main agreement, allowing you to compare changes between versions. However, metadata about changes (like author and time) can only be seen if the Microsoft Word file is enabled for change tracking.

For this reason, you may wish to enable Track Changes on your Word document when you begin editing, if it is not already enabled. It is especially recommended to enable Track Changes for any review or negotiation task, especially if those tasks are expected to include multiple rounds.

Your organization should consider establishing standards for:

  • Which phases of contract creation should include change tracking? Initial editing, review, negotiation, approval, etc.
  • Should there be set points at which a clean document is created by accepting all changes? Typically this would be done prior to initially sending the contract to a supplier for negotiation.
  • How can the contract workspace template be built to encourage users to follow the process without adding multiple extra tasks along the way?

Reviewing Changes Made to the Main Agreement

As you begin authoring the first draft of the contract document, you will start with the original version and begin making changes. Once you upload those changes back into SAP Ariba, you will have 3 choices to proceed. If you choose to review the changes, any text you deleted will be highlighted in red, and any text you added will be highlighted in green. You then accept or reject the changes one by one.

Review uploaded document option is highlighted. When authoring a contract draft in SAP Ariba, uploaded changes can be reviewed with deletions highlighted in red and additions in green, allowing acceptance or rejection of changes individually.

Accepting and Rejecting Changes

You can traverse the changes one by one, choosing to Process Changes to accept the changes, or Reject Changes to reject the changes. Clicking on Reject Changes for a dragged and dropped document deletes the document. After you have traversed all the changes, you can save the document as a new version or you can replace the current version of the document. Document merge also allows you to combine two assembled documents into one document. You can merge a document from within SAP Ariba Contracts or choose to merge a document from an external source.

Assembled Document – Outline View

Outline View is the name for the user interface you use to manage the assembly of the main contract document.

In the Outline View:

  • The assembled document is divided into separate sections and clauses. Each clause is its own document, and can be managed independently by using its own Actions button.
  • Users can access the Clause Library and easily add/substitute clauses.
  • Streamlines the process of approval as the system tracks exactly which clauses were part of a template versus which ones were added/edited.
Outline View tab is highlighted on the Main Agreement page.

An important feature of the Outline View is its linkage to the Clause Library, a system-level library of pre-approved clauses that may be selected for inclusion in the contract. This provides consistency and standardization of the language used in contracts. It also streamlines the process of contract approval, as the system tracks exactly which clauses were selected from the library or came from the Contract Management template versus those that were edited or added by the contract author.

Outline View should be used for the following types of changes:

Changing Sections

You can Add/Delete/Edit a section by clicking once on the text for the selected section and then selecting the appropriate option from the menu. When deleting a section, first move any clauses outside of the section if you don’t want to delete them. If you add a new subsection or clause to a section, it is added to the bottom. You may drag and drop it to a different location, but make sure the browser address window is open. Moving a section will also move all the clauses within it.

Adding ClausesThere are two recommended ways to add new clauses to a contract document using the Outline View:
  • Add from Clause Library - Using this option, users may select a clause directly from the pre-approved system library of clauses. This library should be organized into sections and provide the user with any necessary supporting information to make the proper selection.
  • Add Custom Clause - This option allows users to compose their own clauses in Microsoft Word documents and upload them directly into the contract document.
Deleting ClausesUsers may delete clauses that are not required in the contract.
Substituting ClausesCertain clauses will have alternatives that are also pre-approved clauses in the clause library. When this occurs, there will be a special ALT icon next to the clause in the Outline View to indicate that these alternatives are available. Users click this icon to access the folder in the Clause Library that contains the selected clause along with any alternatives. Using the radio buttons, they can select the alternate clause to replace the original template clause.
Moving a ClauseUse your mouse to drag and drop a clause to another location. When moving a clause than one screen, click once on the Microsoft Word icon and hold while using the Page Up and/or Page Down buttons to move the screens. The clause formatting and numbering change as you move it.
Promote a ClauseYou can promote a clause to a section by selecting Promote to Section from the Actions menu for that clause. This is most often used when your supplier or customer has modified the main agreement by adding text that should be a section, but was added as a clause. After doing this, open the main agreement using Microsoft Word to compile the document.
Moving a SectionA section can contain subsections, which are sections nested within the section. You can identify a subsection in the outline view since it is indented within its parent section. If you want to make a subsection its own section, use your mouse to drag the subsection to the bottom of the section. If you want to make an existing section into a subsection, drag and drop it to a position between clauses of another section.

Outline View

Outline View page is displayed.

Clause Types

Clause TypeDefinition
TemplateIndicates a clause that originated from the contract workspace template. In a new contract workspace, all clauses initially start out as this type.
Ad Hoc LibraryThis type indicates a clause that was added to the workspace directly from the Clause Library as an additional clause or substitution for an existing clause.
NonstandardThis type indicates a clause that was manually edited by a user. It may have started out as another type, but because someone edited it, it is considered nonstandard (not from the template or library).
Ad HocThis type indicates a clause that was uploaded from a Microsoft Word document or added directly to the contract document in Microsoft Word.

One of the key pieces of information displayed in the outline view is the clause type. Clause type is used to track the source of all contract clauses so that it is easy to determine if pre-approved clauses are being used. This is useful when approvers wish to focus attention on the clauses that do not conform to the organizations normal contract standards.

There are five different clause types that will be displayed in the outline view of a Main Agreement or Contract Addendum to indicate the source of a clause in a contract document. The five different clause types are illustrated above.

When a user is working with clauses, there are different sources of supporting information to assist them in deciding which clause to select. This information is stored in three areas: Guidance Text describes proper usage, Tool Tips are information icons that provide access to guidance text in the Outline View, and Supporting Documents, which are stored with clauses in the Clause Library and contain supporting information.

Make Changes Using the Clause Library

Flowchart showing a Clause Library linking a Main Agreement Template with clauses to Contract Workspaces for Project A and B.

Once contract authors create contract workspaces from a contract workspace template, they may change the language within the Main Agreement as they deem necessary for their particular contract workspaces. Other users then review and/or approve these changes if your template included Review and/or Approval tasks. In other words, the Main Agreement template provides a starting point for the contract language, but the contract author can make clause substitutions, modifications, additions or deletions so the language is specific for their contract workspace.

In the example above, the Main Agreement Template in the workspace template has three sections and three clauses: Introduction, Payment Terms and Warranty. When Contract Workspace for Project A is created, all 3 of those sections and clauses replicate to the Workspace Contract Document. However, in the Contract Workspace for Project B, we can see that the Warranty section and clause have been replaced with an Indemnity and Liability clause. Both were created from the same Main Agreement Template, but in Project B, the Project Owner used the Clause Library to make the change.

Version History

The application tracks document versions, and displays the current document version in the Version field.

Version History page is displayed.

There is no limit to the number of versions for a document.

You can view the version history for documents. Documents you upload into a project have an initial version of Original, whereas all documents that originate in templates are initially v1. When you submit an approval task for a document, the application creates a new document version. There can be only one active version of a document.

The status field can have the following values:

  • Draft: The version has not been published.
  • Published: The most recently published version.
  • Archived: A version of a form document that has been published, but is not the most recently published version.

Author the Main Agreement

After completing this activity, you will be able to:

  • Edit the Main Agreement using different types of clauses
  • Edit the Microsoft Word Document
  • Substitute a clause from the Clause Library

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