MSAs and SOWs: Managing the Contract Relationship

Contract Masters is a series featuring the world’s best contract workflows and the innovative people who designed them using Ironclad’s Workflow Designer. Today, we’re excited to introduce you to Veronica Wong, former Senior Director, Corporate Legal and Compliance at Kriya Therapeutics.

Veronica Wong loves processes, guidelines, and rules. So, why have her past few career moves included shifts to smaller companies with less existing processes? Because she loves the challenge of creating it from the ground up. 

With over a dozen years of experience working for several biotech companies like BioMarin Pharmaceutical Inc. and Gritstone Bio, Veronica continues to navigate contract management and compliance in a complex and ever-evolving industry. 

In her former role as Senior Director of Corporate Legal and Compliance, Veronica balanced contracts and compliance with other operational goals, like building departmental infrastructure and supporting finance activities. 

Rapidly growing biotech companies work with many suppliers, meaning lots of contracts. They need a contract management process that is able to keep up with the rest of the business

Veronica began looking for a contract management solution that would enable her team to not only to create and review contracts efficiently, but also to get granular in its organizational structure. For example, the systems must be able to capture contracts’ relationships to each other (like an MSA and its corresponding SOW) and to store contracts in a way that allows for easy finding. They had to be able to answer specific questions quickly, like, “Where are all of our contracts having to do with certain therapeutic areas?”. 

After having launched many a CMS in biotech, this time, Veronica knew she needed a contract management tool that would enable her to launch, manage, and edit contracts without additional assistance from an IT or engineering team. 

She set out to find a platform that would help her achieve enforceability, visibility, and consistency in the contract process, without sacrificing usability. Budget was also a factor.

“[With other CLMs], whenever you have to make a change to a workflow and you can’t quite figure out how to do it yourself, you have to pay. And that adds up. You could have ad hoc fees or you could pay for packages, but I didn’t have a giant budget for this. I also want to understand how our system works, because if, for some reason, in the middle of the night, our GC’s working on a contract and the system fails, I want to be able to hop on it and help her fix that,” Veronica said.

By using Workflow Designer, Veronica was able to create customizable templates for each type of commonly-used contract.

“I really like the amount of flexibility that Ironclad provides in terms of workflow development and managing templates. There’s a lot of flexibility and there’s a lot of really cool stuff you can do if you get creative,” Veronica said.

While Veronica has created workflows for many types of contracts, these are the ones she finds biotech uses most: 

• Non-Disclosure Agreement (NDA) or Mutual Non-Disclosure Agreement (MNDA) to cover the exchange of confidential information
• Master Service Agreement (MSA) to outline the governing terms of a relationship
• Statement of Work (SOW) to lay out the deliverables and goals within a project
• Change orders to make revisions to any existing agreements
• Contracting agreements to define the terms of a relationship with an independent consultant 

There’s also a catch-all category where, if a business user needs a highly-negotiated contract or agreement not listed within the existing workflows, they can request a new contract from the legal team. 

Here’s how she generated the workflow for the MSA/SOW contract types: First, she created questions for the workflow launch forms, making sure she used clear language to collect correct answers from business users, ultimately resulting in clean data. By doing this, Veronica’s internal clients don’t have to worry about updating a Word doc or generating their own contract—it all happens in the workflow as a result of their answers to the launch form questions.  

“The more I can describe what’s required in really clear language, the better, the information that we’ll be getting in and the more successful the system will be,” Veronica explained. 

Conditionals

The launch form questions are conditional, meaning a particular answer can trigger another series of questions to pop up, or it can populate the contract draft in a certain way. Conditionals also enable clauses to be added or removed within the contract, depending on various criteria, like the governing law it falls under or the contract value. 

The biggest way Veronica leverages this is to preserve the relationship between SOWs and MSAs—Users answer “What type of contract is this?,” with the options of “MSA” or “MSA and SOW.” 

Preserving the SOW and MSA Relationship

Because biotechs frequently execute MSAs alongside SOWs, Ironclad’s tagging feature that collects metadata and preserves the contract hierarchy is a valuable means to ensure contracts will not be reviewed, executed, or stored without the accompanying contract. This creates efficiencies and streamlines the process in a way that wasn’t possible when creating and storing contracts manually. 

A Unified Project Coding System

One of the most unique systems Veronica implemented alongside Ironclad was a project code structure. With so many things in a biotech’s pipeline going on at once, it’s crucial to keep every step of the contract process organized. By creating a unified coding system,  Veronica made it easy for for anyone in the organization to label and find them. 

By asking for the project code information on the front end of the content generation process, the legal team became equipped with more contract data than ever before, and locating all contracts related to a particular subject or project was simple. Similarly, the procurement team could raise purchase requisitions based on information held within the project codes. 

The creation of project codes caused for a lot more cross-functional collaboration and discussion, allowing each department to participate in creating a unified system that would work for everyone. 

By asking for the project code information on the front end of the content generation process, the legal team became equipped with more contract data than ever before, and locating all contracts related to a particular subject or project was simple. Similarly, the procurement team could raise purchase requisitions based on information held within the project codes. 

Since launching contract workflows in Ironclad, Veronica has significantly increased efficiencies cross-functionally and has a better sense of collaboration across her organization. The whole organization benefits from a structured system that helps it store and locate contracts in an intuitive way. Ironclad allows for the storing and location of projects by creating a structured system that decreases wasted time and inefficiencies. 

Veronica was able to streamline MSA and SOW workflows without losing contract hierarchy and metadata. Her internal clients are now able to generate a contract by answering a few simple questions in a launch form, which saves time for members of the legal department and helps speed up the procurement process. To watch how Veronica set up her workflows, check out the video below, and to learn more about creating your own contract workflows, request a demo today.