The Contract Terms page consists of 2 regions: The Contract Details region enables you to view and update the summary information of the contract, such as the Contract Administrator's Name, Authoring Party, Legal Contact, etc. Click Update Contract Details to open the Update Contract Details page and enter/modify the contract summary information.
Apart from entering the Legal Contact, Contract Administrator, etc, details, you also need to apply a template for the contract if you have selected a value Structured Terms using the Contract Source LOV.
The Contract Source LOV indicates where the contract terms come from: the Contract Source has the following values: Structured Terms and Attached document.
Attached Document indicates that the source of the contract terms will be an MS-Word document or PDF document that you can select from your local drive. Select Attached Document from the Contract Source LOV and click Apply. When you return to the Contract Terms page, use the Actions LOV to select the Upload Contract action. This opens the Upload Contract page. Click Browse near the File field so that you can select a contract terms file to upload. Enter a Description for the attached document and then click Apply. You are taken back to the Contract Terms page and the confirmation message that your attached document has been uploaded is displayed. In the Clauses tab, the following notification is displayed: Contract terms are represented by the attached document: <document name>.
Structured Terms indicates that the source of the contract terms will be a template that contains clauses. These clauses will form the basis of the contract. If you have selected the value Structured Terms from the Contract Source LOV, the Current Contract Template field displays the template that is currently in use, and is selected as the default template, for this CLM document. Use the New Contract Template LOV to search for a contract template to apply for the Award / IDV.
Note: You can also apply a new template to your contract by using the Apply Template button in the Contract Terms page.
A template consists of clauses, and, if Contract Expert is enabled, rules and questions. Using a template enables you to put together most frequently used clauses across several CLM documents. For example, if most of your IDVs use Clauses A, B, C and D, you would want to put the four clauses in a template and apply this template to the relevant IDVs. In case you need to include additional clauses or apply a new template, you can add the additional clause(s) to the template, create non-standard clauses, or create clauses as a one-time exercise for your specific CLM document. Please note that your CLM document uses templates (containing clauses) as the basis for creating contract terms. When the template with clauses is applied to the document, you can then add / remove clauses, add non-standard clauses, run Contract Expert, etc. These actions are described later in the chapter.
Click Apply to save your changes and return to the Contract Terms page. A warning message is displayed, telling you that apart from manually entered clauses (which will be retained), selecting a new template will replace the previous template clauses. Proceed as per your requirement.
The second region is the Clauses/Deliverables tabs region. The Contract Terms page now displays the clauses in the Clauses tab from the contract template you applied. The Clauses tab now consists of an Actions LOV and some additional action buttons.
When the value of the Contract Source field is Structured Terms, you need to select a contract template as the source of the contract terms.
Thus a contract template serves as a blueprint or a basis for the contract terms. A contract template typically consists of clauses, sections, rules, variables, etc. When you apply a template to the CLM document, the sections, clauses, rules, variables, etc., are now the contract terms of the CLM document.
Clauses are the most fundamental unit of the contract terms. Clauses are distinct articles, stipulations, or provisions in a legal contract. Clauses describe one or more aspects of the contract and clarify what the expectations and deliverables of both parties are supposed to be.
Oracle CLM Procurement Contracts has the following clause types that you can use:
Standard Clauses: Standard Clauses are part of the template. Using the appropriate Procurement Contracts responsibility, you can create or import clauses that you can then add to a template. Thus when the template is applied to the CLM document, the standard clauses get included automatically.
Non-Standard Clauses: You can create a clause with the relevant stipulations and provisions while you are authoring contract terms. This clause does not belong to a contract template, yet is part of the contract terms. If you wish to make this clause a standard clause, contact your Contracts Administrator. The Contracts Administrator will create this non-standard clause in the contract terms library and then associate it to a template, thus making it available for you to use in the CLM document.
You can also make a standard clause into a non-standard clause.
In the Contract Terms Library, clauses have an additional attribute called Adoption Type. This attribute is not visible in your CLM document contract terms. Clause Adoption Types can be the following values:
Global Clauses are created in a global organization and are available in all operating units.
Adopted Clauses are Global Clauses that have been adopted for use in the local operating unit. Adopted Clauses are used as is, they are not modified in any manner.
Localized Clauses are also Global Clauses that have been adopted for use in the local operating unit. Localized Clauses are modified as per the requirements in that operating unit and the modifications are specific to that operating unit.
Local Clauses are created in a local organization and are not available in any other operating unit.
For your purposes, even though you may not be able to see the Adoption Type in the Contract Terms page, you should know about these various clause adoption types.
You can add a clause to the Contract Terms when the Contract Source of the CLM document is Structured Terms. There are four ways you can add a clause to the Contract Terms:
Applying a Contract Template - this brings in the clauses automatically
Adding a Standard Clause (after applying a contract template)
Creating a Non-Standard Clause (after applying a contract template)
Running Contract Expert (after applying a contract template)
Adding a Standard Clause
Specify a section in the contract terms before you add a standard clause. Use the Select checkbox on the left hand to specify the section you wish to add the clause to. This will enable the system to place the standard clause in the correct position you need. Click Add Clause to open the Add Clause page. Use the Search region to look for the clause that you want to add from the Contract Terms Library. If you wish to view all the clauses in the Terms Library, enter % in the Title field and click Go, so that all the standard clauses appear in the search results.
Select your clause(s) and click Apply. The Contract Terms displays again, and you can view the newly added clause(s) in the expanded view of the section. Usually, the system simply places the newly added clauses to the bottom of the list of clauses. Sort or renumber the clauses in a section by clicking the appropriate action button. Sorting, moving and renumbering actions are covered in a later section.
If you need to update the standard clause, click the Update icon at the clause row in the Contract Terms page. The Update Clause page displays the clause content as read-only. If you modify a standard clause in a revision of an approved document (for example, a Modification or a Solicitation Amendment), you will see an additional field called Amendment Description, where you can enter the reason for the changes you are making. You can make the clause non-standard by clicking Make Non-Standard and then editing the clause contents and variables. Update the clause content as a non-standard clause and then click Revert to Standard in order to make the clause a standard clause again. Please note that the updated content in the clause will be applicable for this set of contract terms / CLM document only and not to the original clause or contract template.
Creating a Non-Standard Clause
There are two ways in which you can create non-standard clauses:
The Contract Terms page enables you to select a section or a clause by clicking the Select checkbox on the left side and then clicking Add Clause. The Add Clause page displays, from which you can click Create Non-Standard Clause. The Create Non-Standard Clause page opens.
Click the Update (pencil) icon at a standard clause row to open the Update Clause page. Then click Make Non-Standard to create a non-standard clause from the standard clause.
Note: If you wish to revert your action (that is, revert to a standard clause from a non-standard clause, use the Revert to Standard checkbox. However, please note that if the Protect Text checkbox is selected for the clause, you cannot update it in any way.
The Create Non-Standard Clause page has the checkbox Non-Standard selected by default. Enter a Clause Title and Clause Type - these are mandatory fields.
The Text and Clause Variables regions enable you to enter or import the clause text. You can insert variables in clause text that you type in manually. If you have imported some clause text, you need to export it and save it as an MS-Word 2003 XML file. Open the XML file in MS-Word and then edit it and add variables to it. Variables can be added in the downloaded document using the following format [@Variable Name@]. The variable must exist in the system, otherwise the import clause fails. Save the XML file and re-import it to view your variables. When you import the clause text from MS Word 2003 XML, you will not be able to edit the text clause from the text region. The text region will be locked for updates and all future updates to the clause text can be performed using export and import actions only.
The Text region displays rich-text format content by default. You can switch to plain text mode by clicking the plain text mode link above the text area. Type your clause text and click Save. Then navigate to the Clause Variables region to view and add variables to your clause text. Click Lookup Variables to view the variables that are available for your use. Variables can be classified as system-defined variables and user-defined variables. Click Add Variables to open the Add Variables page. Search for a variable by keyword, type, etc., or perform a global search by clicking Go. The variable list displays in the search results region. You can choose one or more variables by clicking the Select checkbox near each variable name. Click Apply to return to the Update Clause page. The Clause Variables region now displays the variables you selected from the Add Variables page. In the clause text area (Text region), first place your cursor at the location you wish the variable to be inserted in. Then click the Insert icon so that the variable is placed in your clause text at the cursor position. Click the Details plus signs to expand your view of the variables and see more information on the variables. If the variable has a value defaulted for it, the Value column displays with the current variable value.
Click Apply to save your changes and return to the Contract Terms page. You will see the new clause in the appropriate section of the contract terms.
In order to organize similar clauses or group common clauses, you need to create sections in the Contract Terms page. Every clause should be in a section or a subsection (you can have multiple levels of sections). You can either add a section to the Contract Terms header or you can create a section within another section. For example, if you have section A under the Contract Terms header, you can either add the new section AA under the existing section A or directly under the Contract Terms header.
Click Add section and the Add Section page opens; you can enter the relevant information to add the section. If you add a section to the Contract Terms header, the Location is defaulted to Within. Use the Create LOV to select if you wish to add a section from the Library or create a new section that will be specific to your current contract terms. Regardless of whether you select a section from the Library or create a new section, you need to provide a Title for the section. If you have created a new section, you can enter a description as well. Click Apply to save your changes and return to the Contract Terms page.
If you are adding a section to a revision of a CLM document, that is, where the version number of the CLM document is greater than 0, you can optionally enter text into the Amendment Description field, to capture the section changes you have made in the revision of the CLM document.
The same rules apply for moving clauses as well as sections. Select a clause or section by clicking the Select checkbox and then click Move. The Move Term page displays and you can specify further move options on this page. The Destination region contains a Location LOV and a list of sections and clauses. The Location LOV has three values:
After Selection - your selected clause or section will be moved and placed after the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select checkbox and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select After Selection. Then select a section or clause you want to move your selected clause or section after. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Before Selection - your selected clause or section will be moved and placed before the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select checkbox and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select Before Selection. Then select a section or clause you want to move your selected clause or section before. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Within Selection - your selected clause will be moved and placed within a section. Therefore you need to select a clause in the Contract Terms page by clicking the Select checkbox and then clicking Move. The Move Term page displays, and you can select a section to which you wish to add your selected clause to. your selected clause or section will be moved and placed after the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select checkbox and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select After Selection. Then select a section or clause you want to move your selected clause or section after. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Sorting Clauses in a Selected Section
Click Sort Clauses to order your clauses. You can choose to sort one or more clauses or the entire contract terms set. On completion of the sort, you get a confirmation message that the clauses have been sorted successfully.
For more information on clause sorting, please refer to the Oracle Procurement Contracts Implementation and Administration Guide and the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
You can renumber clauses and sections by clicking Renumber on the Contract Terms page. The Renumber page displays, with the numbering schemes displayed in the Pick Numbering Scheme LOV. The numbering scheme layout is displayed for you to view after you select a numbering scheme. Click Apply to use the selected numbering scheme. The Contract Terms page displays again with a confirmation message that the document has been successfully renumbered. Scroll and drill down to the sections and their clauses, you will see the new numbering format in place for the clauses and sections.
Numbering schemes are set up in the Contract Terms Library. For more information on setting up numbering schemes, please refer to the Oracle Procurement Contracts Implementation and Administration Guide.
As mentioned in the Adding Clauses to the Contract Terms section, you can update a clause by clicking on the Update icon at the clause row in the Contract Terms page. In case a clause is non-updateable, the Update icon is disabled at the clause row in the Contract Terms page.
If you are updating a clause in a revision of a CLM document, that is, where the version number of the CLM document is greater than 0, you can optionally enter text into the Amendment Description field, to document the changes you are making in the revision.
If the Protect Text check box is set for the clause, you cannot update the clause.
In order to update a standard clause, click the Update icon to open the Update Clause page. You will need to make the clause non-standard if you wish to update it. Click Make Non-Standard to convert the standard clause into a non-standard clause and thus update it.
In order to update a non-standard clause, click the Update icon to open the Update Clause page. To delete a clause, click the Delete (trashcan) icon. A warning message displays, confirming if you wish to delete the clause or not.
Click the Update (pencil) icon at a section to update a section. The Title and Description text boxes display and you can overwrite the existing values with any other values of your preference. The From Library checkbox indicates that the section has come in from the Contract Terms Library.
When processing revisions, you can enter a description of the amendment. If the section is from the library, you will not be able to change anything including the Title.
To delete a section, click the Delete (trashcan) icon. A warning message displays, telling you that if you delete the section, the corresponding sub-sections and clauses will also get deleted. You can choose to continue with the delete operation or not.
The Contracting Administrator or Legal Officer can add hyperlinks to the Instruction Text field. The link could contain references to the clause in the FAR repository or any other external webpage that provides the contracting professional with additional information or instructions relevant to the specific clause. The Contracting Administrator needs to add the relevant HTML tags in the Instruction Text field while creating / updating the clause, so that the contracting professional is able to view the HTML hyperlink(s) in the clause in the View Clause page. Clicking the hyperlink will take the contracting professional to the appropriate web page or website.
Variables are used in the clauses of a contract in order to make repetitive entries of data fields easier to manage. For example, you can create a variable for the Organization name or the Bill-To Address, and associate the variable with a value. Then use the variable in the clause text. When the contract terms are printed, the variable placeholder is replaced with the actual value you associated the variable with.
Variables may be system-defined or user-defined. System-defined variables are created by CLM and Procurement Contracts and cannot be modified. User-defined variables are created by users to meet their specific requirements in order to use most frequently used terms in across multiple clauses. For more information on creating variables, please refer to the Oracle Procurement Contracts Implementation and Administration Guide.
In the Update Clause page, the Clause Variables region enables you to view or add variables to the clause text (the Clause Text region is to the left of the Clause Variables region).
Click Lookup Variables to display the search page. Enter search criteria, if you know the Name or Description of the variable. Otherwise enter a % symbol in the Name field. Select the type of variable (System-Defined, User-Defined or both) you wish to view and then click Go. The search results display the Variable Name, Description, and Type. Click Done to return to the Update Clause page.
In the Update Clause page (Clause Variables region), click Add Variables to display the search page. Enter search criteria, if you know the Name or Description of the variable. Otherwise enter a % symbol in the Name field. Select the type of variable (System-Defined, User-Defined or both) you wish to view and then click Go. The search results display the Select checkbox, Variable Name, Description, and Type. Select one or more variables using the Select checkbox and click Apply to return to the Update Clause page. The Clause Variables region displays the variable(s) that you selected. Click the Show link to display the variable details.
To insert a variable in the Clause Text, ensure that your clause text is visible in the text box. Place your cursor in the text to indicate that this is the location where you wish to insert the variable. Then select your variable by clicking the Insert icon next to your variable name. The variable placeholder gets inserted in the clause text.
Updating Variable Values
The Update Variable Values page enables you to specify values for variables, either by setting global values, or by setting specific local values for variables in clauses. Even if a global value has been set for a variable, you can choose to override the global value in specific clauses that use the variable.
Note: You can update only user-defined variables, not system variables. Additionally, suppliers can also update supplier updateable variables (which suppliers can update in Sourcing offers).
The top region of the Update Variable Values page displays all the variables. If you select one of the variables, the clauses that contain that variable are listed in the lower region of the page.
In the Contract Terms page, begin updating the variable values by selecting the Update Variable Values option from the Actions List of Values and clicking Go.
In the Update Variable Values page, you can perform one or more of the following operations for each variable:
Select the variable. The clauses that contain the selected variable appear in the Clauses section in the lower part of the page.
Click the Global Value search icon to set a global value for the variable.
For each clause that uses that variable, click the Value search icon to set a specific value for the variable in that clause.
To ensure that a specific value for a variable in a clause overrides any global value for that variable, select the Override Global Value check box for the clause.
Click Save or Apply to save/apply your updates and return to the Contract Terms page.
Variables are used to capture additional information in a contract for a CLM document (award or IDV or solicitation). Multi-row variables enable the buyer to enter data in a tabular form of multiple rows and columns. For example, in order to capture the inspection location, you may need multiple data fields such as country, city and location. Additionally, there may be multiple inspection locations and you may need to enter and view the information for multiple rows. This information requires an 'n X m' matrix, that can be created as a multi-row variable tabular structure. The UDA framework is used to define the multi-row variable structure. The user can define attribute groups to create the unique data components needed. RTF templates in Oracle XML Publisher can be used to model the way the multi-row variables will be printed.
As part of the setup, the implementer creates a variable, defines it to be a multi-row variable and adds the required UDA attribute group and RTF template. For more information on setting up multi-row variables, please refer to the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
Multi-row variables are available for manually created variables only, i.e. PL / SQL variables are not supported. In addition, the variables need to be updated by the buyer only and suppliers cannot create or update multi-row variables.
In the Actions LOV, select Update Variable Values. The Update Variable Values page displays, where you can update the multi-row variables. Click Apply to save your work and return to the Contract Terms page.