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Monday, October 28

9:00 AM - 10:30 AM

108: Contract Management Systems:

Starting from Scratch

William Karazsia

Assistant General Counsel

National Student Clearinghouse

Rhonda Lees

Vice President, Legal Affairs

American Diabetes Association

Christian Ortego

Senior Counsel

Huntington Ingalls Industries, Inc.

Corrine Taylor

Legal Counsel

(2)

Bill Karazsia is assistant general counsel and a director-level senior manager at the National Student Clearinghouse, a nonprofit organization that serves the higher education community. His portfolio spans the commercial contract, information privacy, strategic transaction, and corporate governance domains. He earned his US Certified Information Privacy Professional credential earlier this year and is preparing for the EU certification exam.

Combining his language skills and an aversion to specialization, he represented large Italian industrial concerns on both dispute and transactional matters at an international law firm in New York. Drawn to this variety and the "what next" suspense of a blended practice, he left law firm life as a managing associate to join the in-house ranks.

Since 2010 Mr. Karazsia has been serving as a co-chair of the Nonprofit and Associations Forum of the Washington Metropolitan Area Corporate Counsel Association, a role that has allowed him to develop programming and curriculum for panels and conferences. Since 2011 he has held an appointment as a professorial lecturer in Strategic

Management and Public Policy at the George Washington University. In 2012 he was named a Faculty Service Excellence Nominee, a designation conferred upon less than 1% of all adjuncts across the University system.

Mr. Karazsia earned his JD from the Georgetown University Law Center in 2005.

Rhonda Lees

Rhonda Lees is the vice president, legal affairs, at the American Diabetes Association (ADA) in Alexandria, Virginia, a post she has held since 2008. She direct the legal affairs department, including contracts, trademark, litigation, and advisory opinions, as well as the administrative services department, including risk management, insurance, facilities management, and leases for 80+ offices.

Prior to joining ADA in 1998, Ms. Lees worked for a law firm that represented nonprofits and trade associations, as a solo practitioner, and as an associate for a firm that

specialized in individual client matters.

She serves as the executive vice president of the American Association of Jewish Lawyers and Jurists.

Ms. Lees received her BA from Wesleyan University and her JD from Pace University School of Law.

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Christian Ortego

Christian A. Ortego is senior counsel at Huntington Ingalls Industries Incorporated (HII). Mr. Ortego provides legal advice and counsel to Newport News Shipbuilding Division leadership and senior management for Nimitz class aircraft carrier overhaul, Supply Chain Management, and Process Quality and Excellence.

Prior to joining HII, Mr. Ortego was in private practice in Washington, D.C. at Steptoe & Johnson LLP where he represented clients in federal and state courts in a variety of civil litigation matters. While at Steptoe & Johnson, Mr. Ortego's practice focused on

commercial litigation, investigations, insurance coverage, securities fraud, toxic tort and constitutional matters.

Upon graduating from law school in 2005, Mr. Ortego was accepted into the U.S. Department of Justice Attorney General Honors Program. As a Trial Attorney at the Department of Justice, Mr. Ortego worked in the Civil Rights Division conducting investigations and trying cases against state and local jurisdictions.

Prior to law school, Mr. Ortego served five years on active duty as a Surface Warfare Officer on board the USS Gettysburg (CG 64) and the USS Doyle (FFG 39). Mr. Ortego is currently a commander in the United States Navy Reserve. In 2011, Mr. Ortego was mobilized to Baghdad, Iraq where he served as a military advisor to the Iraq Ministry of Defense and National Security Advisor staffs.

Mr. Ortego is a graduate of American University, Washington College of Law.

Corrine Taylor

Corrine Taylor is legal counsel for The Joint Commission, an international not-for-profit provider of healthcare evaluation, consultation and education services and products. In this role, Mrs. Taylor, provides legal support to the electronic products, domestic consulting, publications, information technology, and international services teams on numerous issues including international and domestic commercial contracting,

government contracting, licensing, and intellectual property management. Previously, Mrs. Taylor practiced employment law and commercial litigation for the Chicago law firm of Bellows & Bellows (now known as The Bellows Law Group).

Mrs. Taylor is a certified Yellow Belt in Robust Process Improvement(R), a Lean Six Sigma, and change management methodology. She also served as the 2012-2013 Webcast Chair for the ACC Small Law Department Committee.

Mrs. Taylor earned her Bachelor of Arts degree from Michigan State University and her Juris Doctor from the Loyola University of Chicago School of Law. Mrs. Taylor was a member of the AIPLA Giles Sutherland Rich Moot Court team. Mrs. Taylor also served as a Senior Editor for the Loyola University Chicago International Law Review.

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Contract(Management(from(

Scratch(

The(Lifecycle(of(Choosing(and(Using(a(

Contract(Management(Process(

Drama:s(Personae(

• 

Bill(Karazsia(

• 

Corrine(Taylor(

• 

Chris:an(Ortego(

• 

Rhonda(Lees(

(5)

Today’s(presenta:on ((

• 

Start(with(the(end(

• 

Iden:fy(current(processes,(develop(a(

requirements(document,(seek(best(prac:ces(

and(develop(wish(list(

• 

Choose(vendor((

• 

Pilot(test(

• 

Roll(Out(

• 

Review(

Start(with(the(End((

Develop(your(own(vision(that(reflects(your(

priori:es(and(goals.((Example:(((

A(system(with(the(ability(to(build,(

review,(execute(and(maintain(

contracts(in(an(electronic(format(that(

checks(for(approvals(and(compliance,(

allows(for(excep:ons,(reports(out(on(

any(field(and(can(scale(up(or(down.(

((

(6)

Resources(are(available(

No(need(to(reRinvent(the(wheel.(((

– 

Speak(with(colleagues(of(similar(

companies(to(see(what(they(are(

doing,(what(they(learned,(and(seek(

best(prac:ces(

– 

ACC(has(lots(of(materials(

– 

Vendors(have(ideas,(too(

Assessment:(the(Project(Team(

• 

Organize(a(project(team(to(gather(and(analyze(

current(needs,(workflow,(processes,(pain(points,(

barriers,(and(develop(a(wish(list.((Consider(

including:(

– IT((most(important)( – Business(Development( – Compliance(( – Finance(staff((who(understand(the(backRend(of(( transac:ons,(and(iden:fy(what(the(auditors(need)( – Sourcing(or(Purchasing(Department(

(

(7)

Assessment:(the(Interviews(

• 

Interview(a(crossRsec:on(of(the(

organiza:on,(including(end(users(who(send(

contracts(for(review,(and(a(“superRuser”(of(

your(legal(services,(such(as(a(paralegal(or(

legal(assistant,(who(understands(the(

details.((

• 

Consider(involving(senior(management(in(

dissa:sfac:on(mapping(

Assessment:(the(ques:ons(

1.  What(is(the(process(for(contract(review,(

including(who(can(submit?((

2.  When(is(a(contract(required?((

3.  Which(provisions(must(be(included?(

4.  Who(nego:ates(t’s(and(c’s?((

5.  Who(can(sign(off?((

6.  What(is(a(rou:ne(situa:on(and(what(requires(

addi:onal(review(or(analysis?(

7.  What(works?((What(doesn’t?(

(8)

Assessment:(The(Deeper(Dive(

• 

Seek(out(the(“pain(points”:((

– 

:me(to(review,((

– 

compliance(with(rules(and(obliga:ons,((

– 

percep:on(of(Legal((the(“black(hole”)(((

• 

Look(into(barriers:((

– 

consider(your(corporate(culture(

– compe:ng(databases,(or(a(preference(for(Excel,(or( whether(another(group(wants(to(be(in(charge(

Assessment:(More(Issues(

– 

Loop(in(document(reten:on(team(re(legacy(

documents(

– 

(Interna:onal(purchases(may(involve(export/(

control,(trade(sanc:ons,(FCPA(subject(maeer(

experts,(EU(Data(privacy(

– 

General(privacy(concerns(subject(to(state(laws,(

HIPAA,(HIRTECH(and(the(Omnibus(Rules)(

(9)

Privacy(&(Security:(A(Rectangle(is(Not(a(Square(

as#explained#by#these#circles

#

Privacy(

(

(

(

Security(

(

(

(

Use( Confiden:ality( Access( No:ce( Consent( Choice( Availability( Integrity(

Analyze(the(Informa:on(

• 

Review(policies(and(procedures,(including(

rules,(standards,(excep:ons(

• 

Review(and(diagram(current(methods(and(

workarounds(

• 

Consider(solu:ons,(such(as(enhanced(

processes,(an(internal(database(system,(or(

the(services(of(a(dedicated(vendor((

(10)

Goin’(Outside(

If(you(decide(to(use(an(outside(system,((

• 

How(many(licenses(will(you(need?(

• 

Will(there(be(one(central(administrator(or(will(

everybody(have(access?((Should(they?((

• 

Consider(:ers(for(those(that(may(need(a(license(

and(who(should(have(access(to(what(

• 

Define(who(is(a(“must(have”(or(a(“nice(to(have”(

• 

How(many(legacy(records(should(be(migrated?((

Make(the(case(

Determine(what(success(looks(like(to(secure(buyRin:(

– 

Give(end(user(ability(to(build(rou:ne(

contracts(

– 

Automate(review(and(approval(processes(

– 

Clarify(rules(department(expecta:ons(

– 

Reduced(turnRaround(:me(

– 

Monitor(obliga:ons,(and(specify(cancella:on(

or(renewal(op:ons.((

– 

Interact(with(financial(and(approval(systems(

(11)

The(Heart(of(the(Maeer:(the(

Requirements(Document(

This(defines(what(you(are(looking(for(in(a(solu:on.(

Some(common(features(to(consider(are:(

• 

A(clause(library(

• 

A(kiosk(for(internal(clients(to(pull(your(template(

agreement(

• 

Third(par:es((e.g.(vendors(or(customers)(can(begin(

the(contrac:ng(process(directly(through(the(system(

• 

Automate(and(streamline(approvals(for(rou:ne(

situa:ons,(and(flagging(those(needing(addi:onal(

review((

More(about(the(Requirements(

Document((

• 

Include(workflows(or(not((

• 

Integra:on(with(any(exis:ng(systems.(

• 

All(inclusive(model(or(something(that(will(

adapt(with(addRon(modules?(

• 

Anything(that(may(have(come(out(during(the(

interviews?(

• 

How(to(prepare(for(the(future(

(12)

The(Project(Work(Group(goes(to(Work(

• 

Review(and(complete(the(requirements(

document(

• 

Rank(the(document(features:(1((a(want)(R(5((a(

need)(

• 

Compile(the(numbers(and(average(the(feature(

• 

Meet(and(develop(consensus(on(the(rankings(

What(to(Look(For(in(a(Vendor(

Basic(Due(Diligence(

• 

Who(are(vendor’s(typical(clients(

• 

Do(they(have(similar(needs(

• 

How(long(has(vendor(been(in(business(

• 

Is(vendor(undergoing(a(merger(

• 

Does(system(comply(with(HIPAA,(HiRTech(and(

PCI?(

• 

Does(it(interact(with(Oracle,(AMS,(eRcommerce(

• 

What(else(can(vendor(offer(

• 

Can(vendor(provide(training(and(support(

Do(you(want(to(do(an(RFP?((

(13)

Selec:on(:me(

• 

Meet(with(RFP(applicants(

• 

Meet(with(Selected(Vendor((

• 

What(vendor(is(like(to(work(with(during(

the(contract(process(reflects(what(it(will(

be(like(to(work(with(during(the(project(

• 

Execute(and(maintain(the(contract(per(

policy(

RollRout(Time(

• 

Pick(a(pilot(group(that(par:cipated(in(the(

process.((((

– 

Vendor(Support(Level(is(Cri:cal(

– 

InRHouse(Tech(Support(is(Cri:cal(

– 

Require(Training(of(everyone(within(

the(user(group((

• 

Use(Feedback(to(Refine(the(Produc:on(

Environment(

(14)

Fine(Tuning(

• 

CheckRIn(with(Business(Users(

• 

Look(for,(monitor(and(memorialize(successes(

• 

Reiterate(the(enterpriseRwide(commitment(

• 

Find(out(what(the(tool(can(be(doing(beeer(

• 

Circle(back(to(Vendor(

• 

As(business(users(are(sources(of(info(for(you,(you(

are(a(source(of(info(for(your(Vendor.((Try(to(get(

royalty(interest((and(let(us(know(if(you(succeed)(

• 

Make(requests(of(your(Vendor.(((

Analysis(and(ReRanalysis(

• 

Return'on'Investment(

– 

Does'the'system'meet'your'expecta4ons're'4me,'

cost,'and'burden?(

– 

What'about'excess'capacity'created'in'your'

systems'and'staffing?(

(15)

Expansion(

•  Other'Business'Units'May'Find'Possibili4es'for'the'Tool( – Asset(Management(and(Tracking( – Standardized(Mee:ng(Forms((e.g.,(Agendas,(Project( Review(Reports)( – Employee(Onboarding(and(Oioarding( – Li:ga:on(( – Trademarks(( •  The'More'the'Merrier!( – Share(the(Licensing(and(Maintenance(Fees( – Broad(Adop:on(of(the(Tool(Strengthens(the(Iden:ty(of( Legal(Department(as(a(CostRConscious(and(EfficiencyR Minded(Stakeholder(in(the(Organiza:on(

Comments?(Ques:ons?(

• 

Look(forward(to(robust(discussion(

References

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