Key Terms

Why do this?

Key Terms was created to remove ambiguity and ensure that required fields match the underlying logic. It accomplishes the following goals:

• To ensure that Auto Renewal contracts are assessed prior to the stated renewal notification clause.
  An automatic renewal clause allows an agreement to continue for a defined period if the existing agreement isn't renegotiated within a specified time measured from the expiration of the current contract. 

• To prevent Evergreen contracts from sending expiration notices, and to provide a more appropriate and configurable method to ensure periodic review of these agreements.
  An Evergreen contract is a contract that is renewed automatically or by notice from year to year until cancelled by the either party. The renewal can be after completion of the act or maturity. 

• To define Standard contracts as those that are neither Auto Renewal nor Evergreen.

Who can do this?

Users with the following roles can complete the Key Terms form:

• Admin

• Current Phase Owner

• Current Phase Mediator

When and where can you do this?

• The Key Terms tab appears in the workflow accordion during the Activation Phase, which is required for all workflows.

• Once the contract is activated and the contract moves to the Contract Library, the Key Terms tab from the workflow accordion converts to a Key Terms section under the Summary tab of the contract summary page.

Adding, Editing, & Deleting Signatories

In the Activation Phase, the Phase Owner, Reviewer, Approver, or Admin can add, edit, or delete Internal Signatories and Other Party Signatories.

• Editing or deleting signatories allows them to correct situations in which the parties who actually signed the document differ from the sequenced Signatories.

• Adding signatories allows them to upload pre-existing, signed documents and to note who signed them, even for workflows that did not have a Signatory Phase.

How to Add or Delete an Internal or Other Party Signatory

• To add a Signatory, click the (+) next to Internal Signatory or next to Other Party Signatory.

  • If you click the (+) for Internal Signatory, a list of all users in the system appears with the type-ahead search. From here, you can choose among the users in the system to replace the current Internal Signatory.

  • If you click (+) for Other Party Signatory, the Add Other Party Signatory modal will appear. From here, you’ll be able to add the Other Party Signatory, per other party.

• To delete a Signatory, click the red trash can next to the Signatory’s name.

Renewal Type

Upon selecting a renewal type, the form fields will change.

Selecting Standard (the default selection) will prompt the following fields:

• REQUIRED: Effective Date

• REQUIRED: Expiration Date

Selecting Auto Renewal will prompt the following fields:

• REQUIRED: Effective Date

• REQUIRED: Expiration Date

• REQUIRED: Renewal Term Months

  • The value entered for Renewal Term Months must be an integer greater than 0.

• REQUIRED: Renewal Times

• REQUIRED: Renewal Notice Days

Selecting Evergreen will prompt the following fields:

• REQUIRED: Effective Date

• OPTIONAL: Expiration Date

• OPTIONAL: Review contract every [ ] months.

  • The user will be able to select a number of months.

  • Attempting to activate the workflow without selecting a number of months will prompt the following message:
    This contract has been flagged as Evergreen and no review schedule has been entered. Setting a review schedule ensures that Responsible Parties are alerted to review this contract periodically.

Effective Date and Expiration Date

The effective date is the date that the contract begins. The expiration date is the date that the contract ends.

• Users cannot enter an expiration date that occurs prior to an effective date.

• At UTC midnight at the end of the contract expiration date, the system will check whether the contract has an Auto Renewal value of Yes or No and, if No, update the contract status to Expired.

• For Evergreen contracts with an optional expiration date, neither the Expires in XX badge nor the Expired XX Days Ago badge will be displayed.

For a Terminated or Expired Contract

Workflows can be initiated for a terminated or expired contract, and upon the completion of the Activation Phase, the contract status will update to Active.

• To initiate a workflow for a terminated or expired contract:

  • Hover the cursor over Explore, then select Contracts.

  • Switch the Include Inactive Contracts toggle to ON.

  • Click the contract for which you would like to initiate a workflow.

  • Click Initiate New Workflow.

• The Initiate New Workflow button will only appear if the Terminated or Expired contract is not archived.

Notifications

Automatic email notifications can serve as reminders for upcoming expiration dates.

• Responsible Parties do not receive Contract Expiration notifications for Evergreen contracts.

• Contract Expiration notifications will only be sent for Auto-Renewal contracts if there are no remaining Auto-Renewals.

  • When an Auto-Renewal contract is approaching its expiration date and it has one or more instances of Auto-Renewal remaining, Responsible Parties will not receive Contract Expiration notifications.

  • When an Auto-Renewal contract is approaching the expiration date and it has no instances of Auto-Renewal remaining, Responsible Parties will receive the Contract Expiration notifications.

• When an Auto-Renewal contract with one or more instances of Auto Renewal remaining is approaching its Expiration Date, Responsible Parties will receive an automated email notification and in-app (bell) notification of the approaching Expiration date.

  • This will allow the Responsible Parties time to take action on the contract if needed.

  • Individual users will be able to choose whether to receive this email in the Notifications tab under Account Settings.

  • The notification will be sent twice:

    • The first email will be sent 30 days + Renewal Notice Days (in Key Terms) before the Expiration Date.

    • The second email will be sent 15 days + Renewal Notice Days (in Key Terms) before the Expiration Date.

• For Evergreen contracts, a Critical Date will generate based the number entered in the Review contract every [ ] months field under Key Terms plus the Activation Date.

  • A Critical Date is created on Activation Date plus that many months into the future, e.g. if the user enters “6” and the Activation Date is 1/8/2020, then the Critical Date will be 7/8/2020.

  • The Critical Date will repeat indefinitely at a frequency of that many months, e.g. the Critical Date would repeat every 1/8 and 7/8 indefinitely.

  • The Critical Date subject will read Periodic Review of Evergreen Contract.

  • The Notify date will be set to 0 days before/after the Critical Date.

  • The Alert Recipients list will include all Responsible Parties.

  • The Critical Date will be accessible/editable/able to be deleted like other Critical Dates.

Users can manage their notifications to customize which notifications they receive.