Optimise for management

Optimise your important contracts for ease of management, not convenience pre-signature.

There are so many examples but we’ll focus on one.

Imagine your customer contracts operate on an order form plus a separate terms of service. Together those two documents constitute the entire agreement.

If a customer pushes back hard during negotiations, there are two things you can do:

  1. Leave the terms of service alone and put any changes as additional terms in the order form. Where there are conflicts with the terms of service, the order form takes precedence.
  2. Modify the terms of service directly and keep the order form clean.

Option 1 is harder to manage. On the surface it might appear easier, since the terms of service are the same across all contracts (though terms of service change over time anyway).

Unlike with Option 2, you’re going to have to maintain an explicit link between two versions of all conflicting terms, since you also kept the originals in the terms of service.

This is also much harder for automated contract analysis to pick up and track. It would need to know which order forms pair with which terms of service, and then match the changes in the order form to the specific clauses from the terms of service they supersede.

With Option 2 you can easily run a direct comparison between the original and modified terms of service.

You only sign once but you have to manage the contract throughout its entire term.