Oracle® Fusion Applications Enterprise Contracts Implementation Guide 11g Release 1 (11.1.2) Part Number E20371-02

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20 Define Contract Terms and Clause Library Configuration

This chapter contains the following:

Contract Terms Library Setup Overview

Managing Clauses in the Contract Terms Library

Managing Contract Terms Templates

Setting Up Contract Expert

Setting Up Variables

Setting Up Adoption of Content Between Libraries

Creating Folders to Organize Clauses

Setting Up Contract Preview and Printing

Setting Up Contract Terms Deliverables for Procurement

Indexing Clauses for Keyword Searches

Managing Clause and Section Numbering Schemes

Importing Clauses into the Contract Terms Library: Explained

Contract Terms Library Setup Overview

Contract Terms Library Setups: How They Work Together

This topic provides a brief overview of setups for the Contract Terms Library.

The following figure outlines the main setups for the Contract Terms Library which are described in the sections of this topic. The setups on the left are accomplished using tasks from the Setup and Maintenance work area. To set up most of the Contract Terms Library features, including clauses and contract terms templates, you must navigate to the Terms Library work area. Dashed boxes highlight features that are available only in procurement contracts.

Setups in Oracle Fusion Functional Setup Manager

Different Oracle Fusion Functional Setup Manager tasks enable or affect Contract Terms Library features. These setups include:

• Setting Up Contract Types to Work with the Contract Terms Library

  Contract types specify properties of different contracts including the type of permitted contract lines, party roles, contract validation checks, and the contract acceptance and signature requirements. For the Contract Terms Library, you can use the Manage Contract Types task to:

  • Enable contract terms authoring

    You must enable contract terms authoring for a contract type to use any of the library features for contracts of that type.

  • Specify the Oracle BI Publisher layout template that will be used to format the printed contract terms for contracts of this type.

• Defining Clause Types

  If you want to categorize the clauses in the library, select the Manage Contract Clause Types task to set up clause types.

• Configuring Business Units for Contracts

  The use of most of the Contract Terms Library content is restricted to the business unit where you create it. This includes clauses, contract terms templates, and Contract Expert business rules. Using either the Specify Customer Contract Business Function Properties or the Specify Supplier Contract Business Function Properties tasks, you can:

  • Enable content adoption between business units and automatic approvals for content

  • Specify the Contract Terms Library administrator, the employee who will receive approvals and other notifications regarding library content.

  • Enable the Contract Expert feature for the business unit.

• Creating Contract Layout Templates

  Using Oracle BI Publisher, you can set up layout templates that determine the formatting of clauses, contract terms template previews, the contract deviations report, and the contract itself.

  Download the sample layout templates provided with your application from the Oracle BI Publisher library. You can copy and edit the sample layout templates and upload them.

• Creating Contract Terms Value Sets

  Select the Manage Contract Terms Value Sets task to set up value sets for use in contract terms variables and Contract Expert questions.

• Specifying the Location of the File Used for Clause Import

  You can import legacy clauses into the Contract Terms Library, either from a file or from an interface table using Oracle Fusion Enterprise Scheduler processes.

  If you are importing clauses from a file, then you must specify the location of the file by setting the system profile option Specify Contract Clause Import XML File Location by selecting the Manage Clause and Template Management Profiles task.

Contract Terms Library Work Area Setups

The Contract Terms Library is built using the tasks within the Terms Library work area:

• Creating Clauses

  Create standard clauses for use during contract terms authoring, including alternate clauses, clauses included by reference, and provision clauses. By specifying different clause properties, you can modify clause behavior. For example, you can make clauses mandatory in contracts or protect them from editing by contract authors.

• Creating Variables

  You can use variables in the Contract Terms Library to represent information within individual clauses and for use within Contract Expert rule conditions. Your application comes with predefined variables, called system variables. You can create additional variables, called user variables, with or without programming.

• Creating Numbering Schemes

  You can set up additional clause and section numbering for contract terms. You can select which numbering scheme you want to use with each contract terms template.

• Creating Contract Terms Templates

  Create contract terms templates to insert boilerplate terms and conditions into contracts during contract authoring. Contract authors can apply the templates manually, or the application can apply the templates automatically using defaulting rules you set up.

• Creating Contract Expert Business Rules

  Set up business rules that ensure compliance of contracts with corporate standards.

  Contract Expert makes it possible for you to set up business rules that can:

  • Apply the appropriate contract terms template to a contract

    For example, apply the contract terms template Software License and Service Agreement if the contract is authored in the North America Operations business unit and the contract amount exceeds one million dollars.

  • Insert additional clauses into the contract

    For example, add an audit clause if an audit is required.

  • Report contract deviations from corporate policies

    For example, report a contract worth one million dollars or more that includes payment terms greater than 90 days.

  You can base Contract Expert rule conditions on the values of variables in the contract, the presence of other clauses, or you can set up questions that contract authors must answer during authoring.

  For example, you can ask authors a series of questions about the nature of the materials being shipped to customers and insert additional liability clauses based on their answers.

  If you are setting up business rules with numeric conditions (for instance, insert a special payment terms clause if the contract amount exceeds $1 million) then you must set up constants to hold the numeric values. You cannot enter the numeric values directly.

• Contract Terms Deliverables

  Contract terms deliverables track both contractual and non-contractual commitments that must be fulfilled as part of negotiations and purchasing contracts between businesses and their partners. These deliverables can be used only in purchasing and sourcing documents that include contract terms. They cannot be used in enterprise contracts. They are outlined in a dashed box in the figure for this reason.

• Importing Clauses

  You can import clauses from legacy applications by running Oracle Fusion Enterprise Scheduler (ESS) processes from the Terms Library work area by selecting the Import Clauses task or from the Setup Manager by selecting the Manage Processes task.

• Setting Up and Maintaining the Index for Clause Text Searches Using the Keyword Field

  By selecting the Manage Processes task in the Terms Library work area, you can also run the ESS processes required to set up and maintain the text index required for searches of clauses and contract terms templates using the Keyword field.

How the Contract Terms Library Supports Translation: Explained

You can set up your contract terms library to handle the translation of clauses, templates, and other content in multiple languages.

This topic discusses the features included in Oracle Fusion Enterprise Contracts that support translation, making it possible for you to

• Indicate a localized clause is a translation of another

• Manage contract terms template translations

These two features are only a small part of a translation solution, however. The rest of the setup is very much open-ended. For instance, when you have different business units that operate in different languages, you can use the adoption and localization feature of contracts to keep separate libraries in different languages. Alternately if you are using only one business unit, you can create separate numbering or naming schemes to keep the content in multiple languages separate.

Indicating a Localized Clause is a Translation of Another

If you have set up the multiple business unit structure that supports clause adoption and localization, you can use the localization feature to translate clauses. The global clause you create in the global business unit becomes the clause you are translating from. To translate the global clause, you localize it using the localize action and enter the translation on the Localize Clause page. The Localize Clause page displays both the original and translated text. You can indicate the localized clause is a translation-only clause by selecting a check box. This check box is for informational purposes only and can be used to generate reports.

Tracking Contract Terms Template Translations

For each contract terms template you can specify the template language and the template it was translated from, if it is a translation.

The Translations tab in the contract terms template edit page shows all of the templates related by translation. For instance, if you translate an English template into French, Japanese, and Chinese, then each of the templates lists the translations as shown in the following diagram.

All of the templates listed display the source template in the Translated From column. For the source template, this column is blank.

In this example, you can tell the English template is the source template for the French, Chinese, and Japanese translations because there is no entry in the Translated From column.

To manage the translated templates, you can search for all of the templates in a particular language and for all templates translated from a specific template.

Setting Up Business Units for the Contract Terms Library

Contract Terms Library Business Unit Setup: Explained

You can specify a wide variety of Contract Terms Library settings for either customer or supplier contracts within each business unit, by using either the Specify Customer Contract Management Business Function Properties or the Specify Supplier Contract Management Business Function Properties tasks. These tasks are available by navigating to the Setup and Maintenance work area and searching on the task name.

For the Contract Terms Library in each business unit, you can:

• Enable clause and template adoption.

• Set the clause numbering method.

• Enable the Contract Expert feature.

• Specify the layout for printed clauses and contract deviation reports.

Enabling Clause Adoption

If you plan to use clause adoption in your implementation, then set up the following:

• Specify a global business unit

  You must designate one of the business units in your organization as the global business unit by selecting the Global Business Unit option. This makes it possible for the other local business units to adopt and use approved content from that global business unit. If the Global Business Unit option is not available for the business unit you are setting up, this means that you already designated another business unit as global.

• Enable automatic adoption

  If you are implementing the adoption feature, then you can have all the global clauses in the global business unit automatically approved and available for use in the local business by selecting the Autoadopt Global Clauses option. If you do not select this option, the employee designated as the Contract Terms Library Administrator must approve all global clauses before they can be adopted and used in the local business unit. This option is available only for local business units.

• Specify the administrator who approves clauses available for adoption

  You must designate an employee as the Contract Terms Library administrator if you are using adoption. If you do not enable automatic adoption, then the administrator must adopt individual clauses or localize them for use in the local business unit. The administrator can also copy over any contract terms templates created in the global business unit. The clauses and contract terms templates available for adoption are listed in the administrator's Terms Library work area.

Setting Clause Numbering Options

You can set up automatic clause numbering for the clauses in the business unit by selecting Automatic in the Clause Numbering field and entering a Document Sequence Category you previously set up in the Clause Sequence Category field. If clause numbering is manual, contract terms library administrators must enter unique clause numbers each time they create a clause.

You can choose to display the clause number in front of the clause title in contracts by selecting the Display Clause Number in Clause Title option.

Enabling Contract Expert

You must select the Enable Contract Expert option to be able to use the Contract Expert feature in a business unit. This setting takes precedence over enabling Contract Expert for individual contract terms templates.

Specifying the Printed Clause and Deviations Report Layouts

For each business unit, you can specify the Oracle BI Publisher RTF file that serves as the layout for:

• The printed contract terms

  Enter the RTF file you want used for formatting the printed clauses in the Clause Layout Template field.

• The contract deviations report

  The RTF file you select as the Deviations Layout Template determines the appearance of the contract deviations report PDF. This PDF is attached to the approval notification sent to contract approvers.

How the Selection of a Business Unit Affects Clauses and Other Objects in the Library

The choice of a business unit while creating many Contract Terms Library objects restricts where you can use these objects. Objects affected include clauses, contract terms templates, and Contact Expert rules. Objects created in a local business unit can only be used in that local business unit. Objects created in a global business unit can be adopted or copied over to other business units provided they are specified as global. This topic details the impacts of the business unit choice on the different library objects.

The following figure shows a hypothetical implementation with four business units: one global business unit and three local business units. You can designate one business unit as global during Business Unit setup. The other business units are local business units.

How Business Units Affect Terms Library Objects

This table details how the selection of a business unit affects different objects in the Contract Terms Library.

FAQs for Setup Overview

How can I set up the content of the Contact Terms Library?

You must navigate to the Terms Library work area to set up the content of the Contract Terms Library.

What drafts display in the Terms Library Overview page?

The Drafts region of the Contract Terms Overview page displays drafts or revisions that you either created or last updated.

Managing Clauses in the Contract Terms Library

Contract Terms Library Clauses: Explained

You can create different types of clauses for different uses and use clause properties to specify if a clause is protected from edits by contract authors, if it is mandatory, and if it is related to or incompatible with other clauses. A clause you create in the Contract Terms Library is available for use within the business unit where you create it after it is approved.

The types of clauses you can create include:

• Standard clauses

• Clauses included by reference

• Provision clauses for contracts with a buy intent

Using different clause properties you can:

• Make a clause mandatory in a contract.

• Protect it from edits by contract authors.

• Specify that a clause can be selected by contract authors as an alternate of another clause.

• Specify that the clause cannot be in the same document as another clause.

• Make a clause created in a global business unit available for use in other business units.

Creating Standard Clauses

Any clause you create in the library becomes a standard clause that can be used in the business unit where you create it after it is approved. Unless you specify that the clause is protected, contract authors can edit the clause in a specific contract. Any edits they make are highlighted in a clause deviations report when the contract is approved. Similarly, contract authors can delete the clause from a contract, unless you specify the clause is mandatory.

Including Clauses by Reference

For clauses, such as Federal Acquisition Regulation (FAR), you can print the clause reference in the contract instead of the clause text itself. During contract creation, you enter the reference on the Instructions tab of the clause edit page and select the Include by Reference option.

Creating Provision Clauses for Contracts with a Buy Intent

For contracts with a buy intent, you can create provision clauses, clauses that are included in contract negotiations but are removed after the contract is signed. Provision clauses are used primarily in Federal Government contracting.

Altering Clause Behavior with Clause Properties

Using different clause properties, you can alter the behavior of a clause, You can:

• Make a clause mandatory.

  A mandatory clause is highlighted by a special icon during contract terms authoring and cannot be deleted by contract authors without a special privilege. You can make a clause mandatory for a particular contract terms template by selecting the Make Mandatory action after you have added the clause to the template. A clause is also become mandatory if it is added by a Contract Expert rule and you have selected the Expert Clauses Mandatory option in the template.

• Protect it from edits by contract authors.

  A protected clause is highlighted by a special icon during contract terms authoring and cannot be edited by contract authors without a special privilege. You can protect any clause by selecting the protected option during clause creation or editing.

• Specify that a clause can be selected by contract authors as an alternate of another clause.

  You can specify clauses to be alternates of each other on the Relationships tab of the create and edit clause pages. When editing contract terms, contract authors are alerted by an icon that a particular clause includes alternates and can select an alternate to replace the original clause.

• Specify that the clause cannot be in the same document as another clause

  You can use the Relationship tab to specify a clause you are creating is incompatible with another clause in the library. The application highlights incompatible clauses added by contract authors in the contract deviations report and during contract validation.

• Make a clause available for use in other business units.

  Clauses you create in the library are normally available only within the same business unit where you create them. If you create the clause in the business unit that is specified as global during business unit setup, then you can make the clause available for adoption in other business units by selecting the Global option during clause creation or edit. This option appears only in the one business unit specified as global.

Clause Versioning: Explained

To make changes in an approved clause, you must create a new version. Versioning permits you to make changes to outdated clause text in contracts.

You create a new version of a clause by making a selection from the Actions menu in the clause search page. Keep in mind that:

• Clause versioning is restricted by status.

• A new clause version is not effective until it is approved.

• Not all attributes are versioned.

• Creating a new version does not affect the setup of contract terms templates or rules.

• You can view all clause versions and compare version text but you cannot restore an old version.

Clause Versioning is Restricted by Status

You can create versions for clauses in the approved or expired statuses only. You do not create new versions to edit clauses that were rejected in the approvals process. These should be edited and resubmitted for approval.

A New Version Is Not Effective Until Approved

When you create a new version of an approved clause, your edits do not take effect until the new version is approved. In the meantime, contract authors can continue to use the last approved version if there is one.

Not All Attributes Are Versioned

Not all clause attributes are versioned, so editing them immediately affects all versions, even those currently in use in contracts. These attributes are:

• Clause relationships

• Folders

• Templates

• Translations

Viewing Versions and Comparing Text

You can view and compare clause versions, but you cannot restore a previous version.

• If you want to view the different clause versions that are available in the library, select the Include All Versions check box in the clause search page.

• If you want to compare the text of the old versions of a clause with the current version, open the clause in the edit page and select the History tab.

Changing the Title of a Clause After the Clause Is Approved: Example

While you cannot change the entry you make in the Clause Title field after a clause is approved, you can change the title that is printed in contracts in subsequent versions by making an entry in the Display Title field. The display title overrides the original title in contracts.

Scenario

Suppose you want to change the title of the clause Liability to Limited Liability, but the clause is already approved and in use.

In this case, you:

1. Create a new clause version.

2. Enter Limited Liability in the Display Title field.

3. Submit the new version for approval.

Contract authors can start using the new version of the clause after it is approved.

Different Ways of Removing a Clause from Use: Points to Consider

You can remove a clause from use by deleting it, putting it on hold, or entering an end date. Each of these actions is available and appropriate in different circumstances.

Deleting a Clause

You can delete a clause only when it is in the Draft or Rejected status. If the clause already exists in an approved version, then that original version can continue to be used in contract terms templates, Contract Expert rules, and in contracts.

Putting a Clause On Hold

You can place an approved clause temporarily on hold by selecting the Apply Hold action and remove the hold by selecting Remove Hold.

You can still add a clause that is on hold can to contract terms templates and to Contract Expert rules, but you receive a warning when you try to activate them. Similarly, contract authors receive a warning when they validate a contract with a clause that was placed on hold and the hold is also recorded in the contract deviations report.

Entering an End Date

Enter a past date as the end date while editing a clause in the Contract Terms Library to remove an approved clause from use permanently. This sets the clause to the Expired status. You can search for and view the most recent expired version of a clause in the Contract Terms Library and copy it to create a new clause.

Setting Up Numbering for Clauses in the Contract Terms Library: Explained

For each business unit, you can specify either automatic or manual numbering for clauses stored in the Contract Terms Library.

You specify the clause numbering method individually for each business unit during business unit setup by selecting either the Specify Customer Contract Business Function Properties or the Specify Supplier Contract Business Function Properties tasks from the Setup and Maintenance work area. If you specify manual numbering, requiring users to enter a unique number manually each time they create a clause in the library, then no further setup is required. If you want the clauses to be numbered automatically, then you must create a document sequence category and a document sequence as described in related topics before setting up the numbering method in the business unit. Use the following values for your setup.

Values to Use for Document Sequence Categories

When creating document sequence categories for numbering clauses in the Contract Terms Library, use the following values:

• Application: Enterprise Contracts

• Module: Enterprise Contracts

• Table: OKC_ARTICLES_ALL

Values to Use for Document Sequences

When creating document sequences, use the following values:

• Application: Enterprise Contracts

• Type: Automatic

• Module: Enterprise Contracts

• Determinant Type: Ledger

Including a Clause by Reference: Example

This example illustrates how to create a clause that is printed in contracts as a reference.

Scenario

Suppose you want to include a Federal Acquisition Regulations clause 52.202-1 by reference. In this case, you would fill in the following information.

Selecting the Include by Reference option prints the clause reference instead of the clause text.

Importing Clause Text from Microsoft Word: Points to Consider

To enter the text of a clause in the Contract Terms Library, you can use the built-in rich text editor or import the text from a file created with Microsoft Word 2007 or later.

Entering Clause Text Using the Built-In Rich Text Editor

Use the built-in rich text editor to enter and edit clause text whenever possible. Doing so supports all of the application features.

Importing Clause Text from Microsoft Word 2007 or Later Version

Import clause text from a document created in Word instead of entering the text directly into the application if you want to preserve complex formatting not supported by the application's editor or if using Word is more convenient.

Note the following:

• The file you are importing must be saved in the XML file format.

• The built-in text editor is disabled after you import the text for the first time. To modify the clause, you must download it to a file, edit the clause in Word 2007 or later, and upload again.

• Contract authors must also use Word 2007 or later if they want to edit the clause during contract authoring.

• Importing clause text prevents contract authors from using some features of this application. For example, contract authors cannot compare the text between two clause versions or control clause formatting with a layout template.

Managing Clause Relationships

Alternate and Incompatible Clause Relationships: How They Work

While creating or editing a clause you can specify its relationship to other clauses in the Contract Terms Library.

There are two clause relationships to choose from:

• Alternate

  Use the alternate relationship to indicate clauses that authors can substitute for a standard clause in a contract.

• Incompatible

  Use the incompatible relationship to highlight clauses that cannot be present in the contract at the same time.

Both of the relationships you establish are bidirectional but not transitive as illustrated in the following figure:

Other relationship properties include:

• Relationships you create are valid for all future clause versions.

• You can only establish relationships between clauses of the same intent and within the same business unit.

• Provision clauses used in procurement applications can only have relationships with other provision clauses.

• For clause adoption, the relationships are copied from the global business unit to the local business unit automatically only if you are adopting clauses as is.

Setting Up the Alternate Relationship

Set up alternate clauses if you want to let contract authors decide when to substitute an alternate clause for a standard clause in a contract.

The following figure illustrates alternate clause setup:

1. Create the standard clause and include it in a contract terms template.

2. Create the alternate clause or clauses.

   Tip

   By using variables to represent differences between clauses, you can reduce the number of alternate clauses you must create.

3. Specify the alternate relationships between the standard clause and the alternate clauses.

4. During contract authoring, the contract terms template applies the standard clause in the contract terms, but the contract author can replace it with either one of the alternate clauses.

During contract terms authoring, contract authors are alerted to the presence of alternate clauses by a special clause icon. If they choose to substitute one of the alternate clauses for a standard clause, the substitution is recorded as a clause deviation in the contract deviations report.

In addition, by selecting the Analyze Clause Usage action, you can determine which contracts are using alternate clauses.

Setting Up the Incompatible Relationship

When you specify a group of clauses to be incompatible, the presence of more than one incompatible clause in a contract results in a warning during contract terms validation.

The following figure uses an example to illustrate the setup of incompatible clauses.

1. During setup, you specify Clause 2 and Clause 3 as incompatible to Clause 1 and associate Clause 1 to a contract terms template.

2. The contract author or a Contract Expert rule applies the contract terms template (including Clause 1) to a contract.

3. The contract author or a Contract Expert rule adds Clause 3 to the contract terms.

4. The application displays a warning during validation.

Setting Up Alternate Clauses: Examples

This topic uses the example of jurisdiction clauses to illustrate two different ways of setting up alternate clauses.

Suppose for example, that the standard jurisdiction for your contracts is the State of Delaware but you want to permit contract authors to select the following jurisdictions:

• San Jose, California

• San Mateo, California,

• Miami-Dade County, Florida

There are two ways of setting up the alternate clauses:

• Create a separate alternate clause for each jurisdiction

  During authoring agents must find and select the clause they want to use.

• Create one alternate clause and use a variable to supply the different alternate jurisdictions

  During authoring, agents select the alternate clause and then supply the jurisdiction by entering the variable value while running Contract Expert.

Creating Separate Alternate Clauses

Use this method to create one clause for each jurisdiction. Here is the setup for this example:

1. Create the standard jurisdiction clause for State of Delaware.

2. Associate the standard clause with a Contract Terms Template that will be used to default it into contracts.

3. Create the three alternate clauses:

   • Alternate Clause 1: San Jose, California

   • Alternate Clause 2: San Mateo, California

   • Alternate Clause 3: Miami-Dade County, Florida

   Because you want each alternate clause to have the same title, Jurisdiction, you must use both the Clause Title and the Display Title fields when you create each alternate. Your entry in the Clause Title must be unique, for example, Jurisdiction_1, Jurisdiction_2, and Jurisdiction_3. But you can enter Jurisdiction in the Display Title field to make the same title appear in the printed contract for all the clauses.

4. Specify the alternate relationship between the different clauses:

   • The standard clause is an alternate of Alternate Clause 1

   • The standard clause is an alternate of Alternate Clause 2

   • The standard clause is an alternate of Alternate Clause 3

   • Alternate Clause 1 is an alternate of Alternate Clause 2

   • Alternate Clause 2 is an alternate of Alternate Clause 3

   • Alternate Clause 1 is an alternate of Alternate Clause 3

During authoring, agents are alerted to the presence of the alternate clauses by an icon and can select any one of the alternate clauses to replace the standard clause.

Creating one Alternate Clause with Variables

If you want to minimize the number of alternate clauses you must create to just one, use this alternate setup:

1. Create the standard jurisdiction clause for Delaware.

2. Associate the standard clause with a Contract Terms Template that will be used to default it into contracts.

3. Create one alternate clause with two variables: one for the county and one for the state:This agreement is governed by the substantive and procedural laws of [@State of Jurisdiction@] and you and the supplier agree to submit to the exclusive jurisdiction of, and venue in, the courts in [@County of Jurisdiction@] County, [@State of Jurisdiction@], in any dispute arising out of or relating to this agreement.

4. Specify the alternate relationship between the standard clause and the alternate clause.

During authoring, agents are alerted to the presence of the alternate clause by an icon. Agents who select the alternate clause must run Contract Expert and enter the state and county variable values.

FAQs About Managing Clauses

What are the clause statuses and what do they mean?

Clause statuses in the Contract Terms Library reflect the state of the current version you are editing and restrict what actions you can take.

The following table describes the clause statuses and explains their implications

How can I find clauses that I drafted or that require my action?

You can view clauses that you drafted and clauses that require your action on the Terms Library Overview page.

How do I use the Clause Title and Display Title fields?

The title you enter in the Clause Title field must be unique for each clause within a business unit and cannot be changed after the clause is approved. You can use the Display Title field, which has no uniqueness requirement, to modify the title that appears in contracts or to specify the same title for multiple alternate clauses.

How can I create clauses with the same title?

You cannot have two clauses with the same title entered in the Clause Title field in the Contract Terms Library, but by entering the same title in the Display Title field for each clause, you can create multiple clauses with the same printed title. The Display Title overrides the Clause Title in printed contracts.

How can I search for a clause in the library by its text?

You can search for clause text using the Keyword field. This field also searches clause title, display title, and description.

How can I set up the clause title to include the clause number?

You can have the clause number automatically added to the front of the clause title as a prefix in printed contracts by selecting the Include Clause Number in Display option during business unit setup. You will want to do this only if the clause number is meaningful in some way, for example when it refers to a number of a government regulation. The clause number is a number of the clause in the Contract Terms Library and it is usually generated by the application automatically. It is not the number of the clause in the contract generated by the numbering scheme.

How does Contract Expert use the default section for inserting clauses into contracts?

If you are using a Contract Expert rule to insert clauses into a contract, then Contract Expert inserts the clause into the section that is specified in the Default Section field in the General Information region on the create and edit clause pages. If you do not specify a default section for the clause, then Contract Expert uses the default section specified in the Contract Expert region on the General tab in the create and edit contract terms template pages. If the section doesn't already exist in the contract where the clause is being inserted, Contract Expert adds the section along with the clause.

How does creating a new version of a Contract Expert rule affect contracts?

Activating a new version of a rule makes that new version effective whenever the contract author runs Contract Expert. Authors who validate or submit for approval contracts that used a previous version of the rule receive an error asking them to run Contract Expert again. Approved contracts are not effected.

What can I use clause analysis for?

Use clause analysis to find out how the Contract Terms Library clauses, contract terms templates, and Contract Expert rules are used in contracts:

Use clause analysis to:

• Identify which contracts make use of a legal concept.

• Identify contracts that use a given set of clauses.

• Research the effectiveness of standard policies and standards defined in the Contract Terms Library.

  For example, you can find out if you need to revise a standard clause by searching for the nonstandard versions of the standard clause.

What do I enter as the clause text if I plan to include the clause reference instead?

Even if you are printing the clause reference instead of the clause text in a contract, you must still enter text in the clause text field. The text you enter in this field is not printed in the contract, but it is used for searching clauses by text. For this reason, it is preferable if you enter the text of your referenced clause.

What information is copied over when I duplicate a clause?

Duplicating a clause copies all information about the clause except for its historical information (the templates where it is used and adoption history). You can edit all of the information about the new clause except for its business unit.

Why can't I find a clause when I search by clause text?

You may not be able to find a clause by searching for its text if the clause text has not been indexed. The application administrator must periodically index clause text by running two processes: Build Keyword Search Index for Contract Clauses and Optimize Keyword Search Index for Contract Clauses.

How can I find clauses that are adopted by other business units?

If you are in the global business unit, you can search clauses that have been localized or adopted by other business units using the Search Clauses page (you select the business unit and the adoption type). In a local business unit, you can use the analyze clause usage action instead.

What's the difference between the clause Instructions and the clause Description fields?

Use the clause Instructions field to enter instructions for contract authors on clause use.

Use the clause Description field to enter any information about a clause.

Both text fields are visible to contract authors during contract terms authoring and the text of both can be searched using the Keyword field. Neither field is printed in contracts.

What's a clause intent?

The clause intent specifies if the clause is going to be used for sales or procurement contracts. You can only create a clause for one intent.

What's the difference between saving a clause and submitting a clause?

Saving a clause saves it as a draft.

Submitting a clause triggers validation checks and submits the clause for approval. While a clause is in the approval process, you cannot make any edits. The clause must be either approved or rejected for you to edit it again.

What's the difference between setting up multiple alternate clauses and one with a variable?

There are two ways of setting up alternate clauses:

• You create multiple separate alternate clauses

• You create just one alternate clause and include variables to supply the different variants

This table highlights the differences between the two setup methods:

Who can edit protected and mandatory clauses?

Only users with the Override Contract Terms and Conditions Controls privilege can edit mandatory and protected clauses. Contact your application administrator with questions about the privileges granted to you.

Why can't Iedit the clause information?

You cannot edit clause information if you lack the proper privileges or if the clause is not in the draft status. When the clause is pending approval, the approvers must approve or reject the clause before you can edit it. If the clause is rejected or approved, you must create a new version before editing.

Why can't I edit the clause text?

You cannot edit the clause text if it was imported from a Word document or if you do not have adequate privileges assigned to you. To edit imported clause text, download the clause text, use Word 2007 or later version to make your edits, and then import your changes. To edit protected or mandatory clauses, you must obtain the Override Contract Terms and Conditions Controls privilege from the application administrator.

Why can't I edit the clause title?

You cannot edit the clause title after you first save the clause. However, you can change the clause title in printed contracts by entering a new title in the Display Title field. The display title replaces the clause title in printed contracts.

Managing Contract Terms Templates

Contract Terms Templates: How They Work

You can create contract terms templates in the Contract Terms Library to insert appropriate terms and conditions into contracts during contract authoring. Contract authors can apply the templates manually or the application can apply the templates automatically using defaulting rules you set up.

Contract terms templates:

• Contain sections and clauses from the Contract Terms Library.

• Are created in the Contract Terms Library separately. You cannot create them directly from an existing contract.

• Are specific to one business unit.

• Apply to enterprise contracts of the contract types you specify in the template.

• Are specific to either sell-intent or buy-intent contracts.

• For buy-intent contracts, you can use contract terms templates to default contract terms directly on purchase orders and sourcing documents. For these documents, contact terms templates can also include contract terms deliverables which can be used to track the completion of contractual tasks in the contract.

In addition, for a contract terms template you can:

• Set up Contract Expert rules to recommend additional clauses for contracts that use the template.

• Associate a layout template for previewing the template.

• Specify a contract terms numbering scheme for the template.

• Set up template selection rules to default the template into a contract automatically.

Adding Sections

You can add sections that you have created in the library or create sections that are specific to the template itself.

Adding Clauses

You can add clauses in one of two ways:

• Add a clause from the Contract Terms Library directly into a section in the template.

  You can create the clause in the library from the template if the library does not have what you need.

• Create Contract Expert rules to add clauses to the contract terms in a contract depending on the specifics of the contract.

For example, you may want to add a boilerplate jurisdiction clause directly into the template, but use a Contract Expert rule to insert the appropriate liability clause. This way a contract that calls for the shipment of hazardous materials will get a liability clause that's different from a contract that does not include any, for example.

The properties that you set up in the clause apply automatically. If you set up a clause as mandatory, contract authors will not be able to delete the clause after it is inserted by the template unless they have the special Override Contract Terms and Conditions Controls privilege. If you set up a clause with alternates, then authors can substitute any of the alternate clauses in the contract.

Enabling Contract Expert on the Template

If you want to use Contract Expert in a contract where the template is applied, you must enable the template for Contract Expert by selecting the Enable option in the Contract Expert region in the Create Terms Template or Edit Terms Template pages.

When Contract Expert rules enabled for the template suggest additional clauses, these additional clauses are presented for review by contract authors before they are inserted in the default section specified in each clause. Depending on their level of privileges, some contract authors can choose which clauses to insert and which to omit. If you make Contract Expert suggestions mandatory for the template, then only users with the special Override Contract Terms and Conditions Controls privilege can reject the recommendations.

Adding Contract Terms Deliverables to Purchase Orders and Sourcing Contracts

For Oracle Fusion Purchasing purchase orders and Oracle Fusion Sourcing contracts, you can track compliance of tasks that the contract parties have agreed to execute as part of the agreement by adding contract terms deliverables.

You can use the deliverables to record the status of the tasks, keep everyone notified of past and future deadlines, and as a repository of the deliverable documents themselves. For example, vendors agreeing to supply a monthly report can log in to their sourcing portal and attach the report or ask for an extension. If they fail to respond by the specified deadline, the deliverable can trigger an automatic notification that the deliverable is overdue.

Assigning a Layout Template for Previewing the Contract Terms Template

You must assign a layout template with the contract terms template to make it possible for contract authors to get a preview of the template content, when they need to make a template selection, for example. The layout template, which you select on the General tab while editing the contract terms template, specifies what gets displayed in the preview, including the fields displayed, graphics such as a company logo, page numbering, headers and footers, and boilerplate text. This layout template is not used for printing the contract.

The layout template is an RTF file stored in the Enterprise Contracts folder in the Business Intelligence Presentation Catalog. A sample layout template is provided with your application. You can copy the sample template and edit it to create your own as described in a related topic.

Specifying a Numbering Scheme

You can associate a numbering scheme to the template that will automatically number sections and clauses in the contract. Several predefined numbering schemes are available with your application, and you can create additional numbering schemes of your own.

Defaulting the Template on Contracts

You can have a contract terms template apply automatically in all contracts based on:

• Contract type

• Contract Expert rules that select the template based on the specific information in the contract itself

If you enabled the feature Enable Contract Terms in Fusion Procurement for the option Procurement Contracts during implementation, then you can also apply templates to procurement documents based on document type.

The following document types become available:

• Auction

• Bid

• Blanket Purchase Agreement

• Contract Purchase Agreement

• Standard Purchase Order

• RFI

• RFI Response

• RFQ

• Sourcing Quote

While editing the contract terms template, you specify a template to be the default for a contract type or document type in the Document Types region. You can set up only one template as the default for each contract type or document type. You set up the Contract Expert template selection rules separately as described in a related topic. You can have multiple rules recommend the same template.

Here is how the defaults you enter in the Document Types region and the Contract Expert template selection rules interact to select and apply a template during contract authoring:

• Contract Expert template selection rules always take priority. If the rules specify a single template for a contract, then it gets applied regardless of the default you entered in the Document Type region.

• If the Contract Expert rules recommend different templates, then the application uses the default from the Document Type region as a tiebreaker.

• If no Contract Expert selection rule applies and you specified a default, then the application uses the default.

• If no rule or default was set up for a contact type or document type, then contract authors must select the template they want from a list.

Activating and Revising Contract Terms Templates: Explained

For a contract terms template to be available for use by contract authors, it must pass an automatic validation check and be approved by the contract terms administrator. If you need to make changes after the template is approved and in use, you can create a new version by editing the approved template and submitting it for approval. After the revision is approved, it replaces the original automatically.

This topic discusses:

• The validation checks for common errors that you must correct

• The approvals process

• Contract terms statuses, what they mean, and how they affect what actions you can take

• The creation of new template versions

Validation Checks

The application performs the following validation checks for all contract terms templates. You must fix all errors before templates can be sent for approval. Fixing warnings is optional.

For buy-intent templates that contain contract terms deliverables, the application performs the following additional checks:

Template Approval

After you submit a template for approval and it passes validation, the application sends a notification to the approvers specified in the Oracle BPEL Process Manager notification service process. If you have created clauses as part of the contract terms template, then the clauses are automatically submitted for approval and approved along with the template.

Template Statuses

Contract terms template statuses are set automatically during the template lifecycle.

This diagram shows the available statuses and the permitted transitions and actions in each:

• When you create a contract terms template it is automatically set to the Draft status.

  You can edit and delete templates in this status.

• When you submit a draft template for approval and it is successfully validated, it is set to the Pending Approval status. You cannot edit, delete, or enter an end date for templates in this status. The approvers must either approve or reject the template first.

• An approved template is automatically available for use in the business unit where it is created.

• You can edit an approved template to create a new version. The edited version is set to the Revision status until it is validated and approved.

• If the approvers reject the template revision, you can edit it and resubmit it for approval.

• You can place an active template on hold, temporarily removing it from use until the hold is removed. You cannot edit templates in this status.

• You can remove an approved template from use permanently by entering an end date. You cannot edit a template that is past its end date. The only available action is to copy it to create a new one. Entering an end date does not change the status of the template even past the end date.

Creating New Contract Terms Template Versions

You can create a new version of a contract terms template by editing an active template. After the new version is approved, it automatically replaces the current version in the Contract Terms Library. The application does not save previous versions of templates.

If the template is a global template that was adopted by other business units, those business units must copy over the new version. The new template version appears in the Available for Adoption region of the Terms Library Overview page.

FAQs About Contact Terms Templates

How can I add a clause to a contract terms template?

You can add sections and clauses to a contract terms template on the Clauses tab while editing the template. Alternately, you can set up Contract Expert rules to suggest clauses based on the circumstances of each contract.

Use outline region on the left of the Clauses tab to add sections and clauses that will be present in all contracts created with the template. You must add at least one section using the Actions menu before you can add clauses. If you do not find the clause you need while adding clauses, you can create one from the Add Clauses window. You must refresh the preview of your template by clicking the Refresh icon on the right side of the tab to see your latest edits.

Create Contract Expert rules to add clauses that vary contract to contract. Contract Expert can add clauses based on variable values and answers to questions contract authors supply when they author the contract.

What's a default contract terms template?

A contract term template that is specified as the default template for a document type. A document type can be a buy or sell document that is considered a contract, such as a purchase order or a blanket sales agreement.

What's the difference between document types and contract types?

While both document types and contract types are contracts, document types encompass all purchasing and sales documents that are deemed contracts. Contract types include only enterprise contracts.

For sales, the list of document types is restricted to contract types, those contracts created within the Oracle Fusion Enterprise Contract Management (ECM) application itself. If you enabled the Enable Contract Terms in Fusion Procurement feature for the option Procurement Contracts during implementation, then the following procurement document types are available:

• Auction

• Bid

• Blanket Purchase Agreement

• Contract Purchase Agreement

• Standard Purchase Order

• RFI

• RFI Response

• RFQ

• Sourcing Quote

Contract type is an administrator-created classification for enterprise contracts which determines contract functionality, including the presence of lines and contract terms. You create contract types during contract setup by selecting the Create Contract Types task.

What validation checks get performed for contract terms templates?

The application performs the following validation checks for all contract terms templates. You must fix all errors before templates can be sent for approval. Fixing warnings is optional.

For buy-intent templates that contain contract terms deliverables, the application performs the following additional checks:

What's a global contract terms template?

A contract terms template that is created in a business unit designated during setup as the global business unit. A global template is automatically listed in the Term Library Overview page in the local business units and can be adopted by duplicating it.

What's a layout template?

RTF document that contains the contract layout for printing and preview.

The templates, which can include both formatting, graphics, text, and other layout elements, are stored in the Oracle BI Publisher library. You must specify layout templates when you create a contract type to enable contract printing and the preview of contract terms templates.

When do I create a clause as part of a contract terms template?

If you are creating a contract terms template and a clause you want to add does not exist in the Contract Terms Library, then you can quickly create the missing clause by clicking the Create Clause button. Creating a clause in this way automatically associates it to the terms template. While this abbreviated creation method does not permit the entry of some details, including clause instructions, references, and relationships to other clauses, you can always add any missing information later by editing the clause.

When do I need to make a contract terms template the default for a document type?

Specify a contract terms template as the default for a document type when you want that template to be automatically applied to a contract of that type.

You can also apply contract terms templates to contracts using Contract Expert rules. If a Contract Expert rule specifies a default contract terms template, the application ignores the document type default you specify here. However, should the Contract Expert rules you set up pick multiple templates, then the application uses the document type default you set here as a tiebreaker.

Why am I reviewing draft clauses when submitting a contract terms template for approval?

A contract terms template can be approved for authoring only when all of its clauses are approved as well. If any of the clause versions you added to the template are drafts, then the application lets you review a list of those drafts and submit them for approval along with the contract terms template. The draft clauses can include any draft clause versions as well as clauses drafted specifically as part of the contract terms template using the Create Clause button.

If any of the clauses are already available in an approved version, then you can choose to use the approved version in the template instead of submitting the drafts for approval. You can make the substitution on the review page by deselecting the draft.

Why are some clauses missing from a contract terms template I copied over for use in a local business unit?

You can copy a contract terms template from a global business unit for use in a local business unit. Before you do, you must ensure that any clauses you want copied along with the template are either adopted or localized. Any clauses in the copied template that are not adopted or localized in the local business unit are automatically removed.

Why can't I edit the contract terms template?

You cannot edit the contract template if you have insufficient privileges or the contract terms template is in a status that does not permit you to make modifications.

Why can't I add clauses to the contract terms template?

You must add at least one section to the contract terms template before you can add clauses and the template must be in a status that permits editing.

Why do I want to enable Contract Expert in a contract terms template?

You must enable Contract Expert in a contract terms template if you want to use Contract Expert rules with the template. Contract Expert rules can default the template to a new contract, recommend additional clauses, and flag any policy deviations in contracts that use the template.

Setting Up Contract Expert

Contract Expert: How It Works

Use Contract Expert to enforce corporate policies and standards for all types of contracts, including enterprise contracts, purchase orders, and sourcing contracts.

Contract Expert makes it possible for you to set up business rules that can:

• Apply the appropriate contract terms template to a contract

  For example, apply the contract terms template Software License and Service Agreement if the contract is authored in the North America Operations business unit and the contract amount exceeds one million dollars.

• Insert additional clauses into the contract

  For example, add an audit clause if an audit is required.

• Report contract deviations from corporate policies

  For example, report a contract worth one million dollars or more that includes payment terms greater than 90 days.

Contract Expert consists of two components.

• Rule Setup

  Administrators create the rules that are stored in the Contract Terms Library. A rule can be based on the following types of conditions:

  • The values of variables in the contract

    For example, recommend an additional clause if the shipment date on an order is greater than 90 days.

  • Answers that contract authors provide to questions

    For example, recommend an additional liability clause depending on a response to a question about hazardous materials.

  • The presence of clauses in the contract.

    For example, if the contract includes a hazardous materials clause, then insert additional insurance clauses.

  The first two condition types require contract author input during authoring.

• Rule Execution

  During contract authoring, Contract Expert evaluates the rules. For rules with conditions that require author input, Contract Expert asks authors to provide missing variable values and to answer questions when the authors select the Run Contract Expert action. Authors can then evaluate any recommended clauses for insertion in the contract.

  Authors can review any policy and clause deviations by selecting the Review Contract Deviations action. Clause deviations are shown in a dashed box because they do not require Contract Expert rules.

The following figure illustrates the two components:

Contract Expert Rule Setup

Depending on the type of rule that you are creating, you can base rule conditions on:

• Variables

  This condition is based on the value of a variable in the contract. The application either derives the value automatically from the contract, or contract authors enter the value when they run Contract Expert.

• Questions

  This condition is based on answers to questions contract authors supply when they run Contract Expert.

• Clauses

  This condition is based on the presence of a specific clause in the contract.

Contract Expert rules apply only to contract terms templates where Contract Expert is enabled. You can specify if you want a rule to apply to all or selected templates.

Contract Expert Rule Execution During Contract Authoring

Depending on their type, all active rules for the contract terms template used in a contract are evaluated automatically during contract terms authoring or when a contract author runs Contract Expert in the Contract Terms tab.

The following figure illustrates what happens when Contract Expert is run during contract authoring:

1. If rule conditions require user input, Contract Expert prompts the contract author to enter variable values and answer questions. Answers to questions can trigger follow-up questions. In this figure, the answer to Question 1 triggered the follow-up Question 2.

2. Contract Expert displays any recommended clauses for review by the author. Authors can choose which of the recommended clauses to insert into the contract provided that they have sufficient privileges.

3. Contract Expert inserts the clauses in the contract terms section specified during clause setup in the Contract Terms Library. If no section is specified in the clause, the application uses the default section specified in the contract terms template. Contract Expert automatically inserts the default section if it does not already exist in the contract.

4. On subsequent runs, Contract Expert first removes any clauses that it inserted into the contract in earlier runs, including clauses that have been moved or have been made nonstandard.

Authors who do not make all the required entries or forget to run Contract Expert altogether receive warnings when they validate the contract terms or when they review the contract deviations report.

Contract Expert Rules: How They Work

You can set up Contract Expert rules to apply contract terms templates automatically to contracts, to suggest additional clauses for insertion during contract terms authoring, and to flag any contract deviations from company policy.

Each rule comprises conditions that must be met and the rule results. You can base rule conditions on:

• The presence of another clause already in the contract

• The value of a system variable or a user variable

• Questions that the contract author must answer

Different Contract Expert rule types support different condition types, as illustrated in the following figure.

• Clause selection rules, which can default individual clauses and sections into a contract, can be based on clauses, questions, and variables.

• Template selection rules, which identify the default contract terms template for the contract, can be based on variables only.

• Policy deviation rules, which flag contract deviations from company policies, use questions and variables only.

Key rule properties include:

• All rules can use multiple conditions linked together with either the AND or OR logical operators.

• The values of non-numeric conditions are supplied by value sets.

• The values for numeric conditions are supplied by constants.

• Rule types that permit the inclusion of questions can trigger follow-up questions, permitting you to chain rules together.

• Rules are restricted to the specific business unit and the contract intent where you create them.

• Rules do not get copied when you copy a global contract terms template to another business unit.

• Conditions support both logical and numeric operators:

  • IS

  • IS NOT

  • IN (allows the selection of multiple values)

  • NOT IN (allows the selection of multiple values)

  • >=: (greater than or equal to)

  • <=: (less than or equal to)

  • =: (equal to)

  • > (greater than)

  • < (less than)

Clause Selection Rules

Clause selection rules permit you to insert one or more clauses and sections into a contract.

The following table describes the rule properties.

Contract Terms Template Selection Rules

Contract terms template selection rules permit you to automatically apply a contract terms template to a contract.

The following table describes the rule properties.

Contract Expert does not apply a contract terms template if the contract terms template defaulting rules you set up recommend multiple terms templates for a single contract. Instead, Contract Expert applies the contract terms template specified as the default for the business document type during contract terms template setup. If no document type default is specified, then the application displays the Add Contract Terms button and permits authors to select a template of their own choice. The choices are restricted to the templates specified for the contract type.

Policy Deviation Rules

Policy deviation rules flag deviations from company policies on the contract deviations report. This report is run by the contract author before submitting a contract for approval.

The following table lists the rule properties.

The following figure illustrates the policy deviation rule setup. You can build rule conditions out of both questions and variables. In the contract deviation report, your entry in the Rule Name field becomes the deviation name and your entry in the rule Description field becomes the deviation description.

Policy deviation rules list policy deviations in the contract deviations report, along with any clause deviations that are flagged automatically by the application. Contract authors can run the report before submitting the contract for approval and enter comments to explain the deviation to the approver. The report is rerun automatically when the author submits the contract for approval and a copy of the report is attached to the approval notification.

Activating and Validating Rules

After you set up a rule, you must activate it using the Activate Rule action. Rules do not require approval before activation, but the contract terms templates that they apply to do.

Activating a rule triggers an automatic validation process. You must correct all errors before the rule gets activated.

Contract Expert Rule Statuses and Available Actions: Explained

Statuses track the life-cycle of a Contract Expert rule from creation through activation and versioning and restrict available actions.

Contract Expert Statuses and Available Actions

This table describes available rule statuses and lists the permitted actions for each.

The following diagram illustrates the rule statuses and main actions.

Contract Expert Question Setup: Explained

You can set up Contract Expert questions in the Contract Terms Library to solicit contract author input during contract authoring.

Contract Expert presents the questions to authors when they are part of a Contract Expert rule. The questions you create are restricted to one intent and their names must be unique within that intent. Questions can be reused across all business units.

Question Response Types

Question responses can be one of the following:

• Yes or no

  These questions appear to contract authors with a choice list with two values: Yes and No. This question type supplies the choice list automatically without additional setup.

• Numeric

  Contract authors enter responses to numeric questions directly using the keyboard.

• Selection from a list of values

  For questions that require users to make a selection from a list of values, you must set up a value set with the Char format type and one of the following validation types: Independent, Translatable Independent, or Table.

Inserting Additional Clauses Based on Follow-up Questions : How It Works

You can ask follow-up questions and insert additional clauses into the contract terms based on the answers the contract author gives.

The following diagram illustrates how you can ask a follow-up question using the follow-up question to link two rules.

Asking Follow-up Questions

To ask follow-up questions, you:

1. Include the follow-up question as an additional question on the Results tab of a rule.

   In this example, contract authors get the follow-up question if they provide an answer that satisfies the condition with Question 1 (the only condition in Rule 1).

2. Create a second rule with the follow-up question in a condition.

   In this example, the application inserts the additional clause if the contract author satisfies the condition based on the Follow-up Question (the only condition in Rule 2).

Contract Expert Constants: Examples

Contract Expert constants supply numerical values to numeric conditions in Contract Expert rules. The same constant can supply the value in multiple rules. Constants are specific to one intent, but can be used in all business units.

Scenario

For example, to default a payment terms clause when the contract amount is greater than $1 million, you create a Contract Expert rule with the condition: Contract Amount > 1,000,000.

Instead of entering the number directly into the condition, you create the constant Contract Amount Threshold and set its value to 1,000,000. The condition in your rule becomes: Contract Amount > Contract Amount Threshold.

You can use this same constant in multiple conditions. This way, if the threshold is later increased later to $2 million, you need only to update the constant instead of every rule that uses the condition.

Contract Expert Clause Selection Rules and Asking Follow-up Questions: Examples

Two examples illustrate how you can set up a Contract Expert clause selection rule to insert additional clauses and sections into a contract and how you can set up rules to ask follow-up questions.

Scenario

Suppose, that you want to add two additional insurance clauses under the section Additional Insurance when a shipment of hazardous materials is to be delivered within 30 days. You can handle this scenario by setting up one clause selection rule with two conditions:

• Condition 1: Delivery < 30

  This condition will be evaluated when contract authors enter the delivery period by updating a user variable when they run Contract Expert.

• Condition 2: Hazardous Materials = Yes

  This condition will be evaluated when contract authors answer the question "Is hazardous material involved?" by selecting Yes or No.

Here is how you set up the rule:

1. Ensure that both of the clauses that you want to add are created in the Contract Terms Library with the default section Additional Insurance. This guarantees that both appear in the contract under that section. If the section is not already in the contract, Contract Expert inserts it automatically.

   Note

   If you do not set up the clauses with a default section, Contract Expert inserts the clauses in the default section specified in the contract terms template.

2. For condition 1, you must create a constant called Shipping and set its value to 30.

   This is because numerical values for conditions must be entered using constants rather than directly.

3. Set up a question that requires a yes or no answer for the prompt "Is hazardous material involved?" for Condition 2.

4. Create the clauses that you want to add to the contract in the Contract Terms Library.

   Note

   The clauses must be approved before the rule can be used.

5. Create the Contract Expert rule with the two conditions.

   Selecting the Match All option means both conditions must be evaluated before the rule is true.

6. Associate the rule with the contract terms templates where you want the rule to apply.

   You can assign the rule to individual templates or all templates with the same intent and within the same business unit.

7. Activate the rule by clicking the Activate button while editing the rule.

The rule is evaluated for only those contracts that use templates that have been assigned to the rule. When both conditions in the rule are true, Contract Expert defaults the two insurance clauses.

This diagram illustrates the clause selection rule example.

Scenario

Now suppose you want to add an additional clause to the previous example if the hazardous material in the shipment is flammable. To do this, you create:

• The follow-up question:

• A rule where the follow-up question is a condition.

• You link the rules together by entering the follow-up question the Additional Questions region on the Results tab of the first rule.

The following diagram illustrates the setup:

Here are the steps in detail:

1. Set up the follow-up question "Is the material flammable?" with yes and no answers.

2. Create the additional insurance clause that you want to add to the contract in the Contract Terms Library.

3. Create a new Contract Expert rule, Rule 2, with the follow-up question as the condition. The rule will be true if the author answers yes.

4. Associate Rule 2 with the same contract terms templates where Rule 1 applies.

5. Edit Rule 1 to add the newly created question in the Additional Questions region on the Results tab.

6. Activate both rules using the Actions menu.

Contract authors see the question from Rule 2 in Contract Expert only if Rule 1 is true. Rule 2 inserts the additional clause in the contract if authors answer yes.

FAQs About Contract Expert Setup

What are Contract Expert questions?

Questions contract authors answer when running Contract Expert while authoring the contract. The answers can trigger Contract Expert to suggest additional clauses or ask follow-up questions, depending on how you set up the Contract Expert rules.

What does it mean to make clauses suggested by Contract Expert mandatory in a contract terms template?

When contract authors run Contract Expert on a contract, Contract Expert displays a list of any clauses that it recommends for insertion.

Contract authors can review the Contract Expert recommendations before the clauses get inserted into the contract. By setting the Expert Clauses Mandatory option when creating a contract terms template, you can specify if you want the clause insertion to be mandatory or if the authors can ignore the recommendations .

If you make the insertion mandatory, then only contract authors with the Override Contract Terms and Conditions Controls privilege, a special privilege that allows deleting mandatory clauses from the contract, can reject the recommendations. Similarly, if the recommended clauses are standard clauses, then the authors must have the Author Additional Standard Contract Terms and Conditions privilege to reject the recommendations. This privilege allows the deletion of standard clauses from the contract.

What happens if the clause to be inserted by the Contract Expert rule is versioned or removed from use?

If the current clause version is not approved or removed from use, Contract Expert automatically uses the previous approved version. If none exists, the contract author receives an error when validating the contract.

What happens to existing contracts if I disable a Contract Expert rule?

The change applies to all new contracts and to existing contracts whenever the contract authors run Contract Expert. Approved contracts are not affected. If you disable a clause selection rule, for instance, Contract Expert removes the suggested clause the next time Contract Expert is run. If you disable a contract terms template selection rule, the application does not make changes to the templates that are already applied to contracts, but does flag the change during contract validation and on the contract deviations report.

What validations get performed when I activate a Contract Expert rule?

The application automatically validates a Contract Expert rule when you attempt to activate it. You must correct any errors before the rule can become active.

The application performs the following checks:

• Circular references between questions used in the rule

• The presence of clauses that are in the Draft, Expired, or On Hold status

• Invalid or absent Java procedures associated with a variable used in the rule

• Disabled questions

• Invalid SQL in the value set associated to a question or variable used in the rule

• Invalid value in a value set associated to a question or variable used in the rule

• Other invalid rules associated to the contract terms template

• Question or variable using a deleted value set

• Expired or on-hold templates that are a part of template selection rules

What's a system variable?

A predefined variable that gets its value from an attribute of the contract.

For buy-intent contracts, system variables include payment terms, the purchase order number, and the purchase order amount. For sales-intent contracts, they include the customer name, the ship-to address, and the payment terms. System variables are supplied with your application and cannot be modified or deleted.

When does a Contract Expert rule become effective?

A Contract Expert rule becomes effective after you activate it and associate it to a contract terms template.

Why are some conditions unavailable for creating my Contract Expert rule?

Rule conditions are restricted by rule type. For example, rules for selecting default contract terms templates must be based on variables. However, clause selection rules can be based on variables, questions, or clauses.

Why can't I assign a Contract Expert rule to a contract terms template?

For you to assign a Contract Expert rule to a contract terms template, the template must be in a Draft or Approved status; it must be enabled for Contract Expert; and it must belong to the same intent as the rule.

Why doesn't a Contract Expert question display during authoring?

A question does not display during contract terms authoring if the rule is not activated or if the rule is not assigned to an active contract terms template. If you chain contract terms rules to ask follow-up questions, then the display also depends on the answer the contract author gives to the previous question.

Are Contract Expert rules affected by the relationships between clauses?

The alternate and incompatible relationships you specify for clauses do not affect the execution or setup of Contract Expert rules. However, the presence of more than one incompatible and alternate clause show up as warnings when the contract author validates the contract.

How are Contract Expert questions presented during contract authoring?

Contract authors see all of the activated Contract Expert questions that apply to a specific contract terms template on a single page when they run Contract Expert during authoring. Use the Reorder button on the View Question Sequence page to specify the order in which the questions are displayed. If you chained rules to ask additional follow-up questions, then each follow-up question appears underneath the previous question after the contract author answers it.

How can I find all the Contract Expert rules that use a question?

Use the Search Rule page to find all the Contract Expert rules that contain a particular question.

How can I find out which questions contract authors see when they run Contract Expert?

The Rules tab on the contract terms template edit page displays all of the possible questions contract authors may be required to answer when they run Contract Expert and in the order they are asked. A contract author may see only a subset of the questions, depending on what variable values they enter and how they answer the Contract Expert questions. You can view and change the order of questions from the Terms Template search page by selecting the Manage Question Sequence action.

How does creating a new version of a Contract Expert rule affect contracts?

Activating a new version of a rule makes that new version effective whenever the contract author runs Contract Expert. Authors who validate or submit for approval contracts that used a previous version of the rule receive an error asking them to run Contract Expert again. Approved contracts are not effected.

Setting Up Variables

Variables: Explained

You can use variables in the Contract Terms Library to represent information within individual clauses and for use within Contract Expert rule conditions.

Your application comes with predefined variables, called system variables. You can create additional variables, called user variables, with or without programming.

Predefined System Variables

Your application comes with predefined system variables that you cannot modify. These include:

• System variables

  These variables make it possible for you to use information that is entered in integrated procurement, sales, and projects applications. For example, you can use the purchase order amount from procurement contracts or the payment terms from sales in Contract Expert rules that insert additional clauses to a contract as necessary.

• Deliverable variables

  These variables, which are available in buy-intent contacts only, permit you to list the titles of contract terms deliverables within a clause in the contract terms. For instance, if a vendor must deliver a monthly quality report as part of the contract terms, you can create a deliverable to ensure compliance. But creating the deliverable does not automatically print that deliverable in the contract terms. To ensure that the deliverable name is printed, you must include a clause with the appropriate deliverable variable inserted.

• Table variables

  Table variables make it possible for you to print in a contract all of the values in a list such as a price list. Table variables are available only in sales-intent contracts.

To obtain a list of the predefined variables and the information that they represent, navigate to the Search Variables page and filter your search on the Variable type. Select the Document Association tab to view the application and document where the variable information originates. Alternately, you can search for variables by document type.

User Variables

There are two types of user variables that you can create:

• Java Method

• Manual

Java Method user variables require you to create Java methods to capture attribute values. Sample code is provided in a related topic.

While Java Method user variables require programming knowledge, you can create manual user variables without programing. To do so, you:

1. Create a value set using Oracle Fusion Application Setup Manager to validate the value entry for the variable.

   A value set can either specify the list of values that users must choose from or merely specify the variable format and length. Value sets are common application components described in the Oracle Fusion Applications Flexfields Guide.

2. Navigate to the Create Variable page.

3. Select the variable intent.

   Variables can be created for either buy (procurement) or sell contracts.

4. Select the value set, and enter the name and the description that will help users identify the variable when they are inserting into a clause or entering its value in Contract Expert.

5. If you are creating a variable for buy intent, then you can make the variable updatable by vendors in the Oracle Fusion Sourcing application by selecting the Updatable by External Parties option.

How User Variables Are Used

The user variables that you create can be:

• Inserted in the Contract Terms Library clauses

• Inserted into individual nonstandard clauses created by contract authors during contract authoring.

• Used in Contract Expert rule conditions

When contract authors run Contract Expert during authoring, they are prompted to enter the variable value. The value is automatically substituted in the contract terms and any rules where the variable is used are evaluated.

Using Value Sets for User Variables and Contract Expert Rules: Explained

You can use value sets to determine what entries contract authors can make in user variables and in Contract Expert feature questions. You can use them either to specify the format an entry must take, or to create a list of values contract authors must choose from.

Value sets are a common application component which you can set up by navigating to the Setup and Maintenance work area and searching for the Manage Contract Terms Value Sets task. This topic highlights value sets nonprogrammers can set up for Oracle Fusion Enterprise Contracts.

This topic covers:

• Using value sets for creating user variables

• Restrictions for values sets used in Contract Expert feature rules

Using Value Sets for User Variables

You use value sets in the setup of user variables for one of the two following purposes:

• To set up the list of values the contract author must choose from to enter the value

• To specify only the length and format of the information the author must enter manually

Suppose, for example, that you need to create a user variable contract authors can use to enter the name of one of your warehouses into a clause during contract authoring. Without any knowledge of programming, you can:

• Create the list of values the contract author will use to select one of the warehouses.

  You create the values first and then enter them into an independent value set.

• Create a format only value set that restricts the entry to a specified number of characters.

Other value set features are also available for use by nonprogrammers. If you want to restrict the entry of the available warehouses by country, then you can make the above value set dependent on a second value set of countries, for instance.

Restrictions for Using Value Sets in Contract Expert Rules

If you are using the value set for a variable that will be used in Contract Expert rules or to specify the values used in responses to a question used in such a rule, then you only use a subset of the value set features as described in the following table.

Creating Java Methods for User Variables: Examples

If you want to use attribute values captured in application documents and these attributes are not defined as existing system variables, then you can create user variables that obtain these values from Java methods you write based on the sample code in this topic.

This topic provides two sample methods with comments to help you write such Java methods. The sourcing of the Java variable value in these methods are different based on the database table and view object (VO).

If the Java user variable is an attribute of the Document Header VO (for example, Contract Header VO or PO Header VO) then use the first method. Use the second method if the Java user variable is an attribute on any child table of the document header VO.

Sample Java Method 1

This sample assumes that CurrencyCode is an attribute on the PO Header VO. This Contract Expert Java variable works even if the header information is not saved during document authoring. In this scenario, getCurrencyCode() is the method name associated with the user-defined Java variable in the variable definition page.

1. Using JDeveloper 11g, create an application and a project within that application.

2. Within the project, create a Java file with the method for the Java user variable.

3. Create a temporary folder and copy the ContractsTermsLibraryPublicModel JAR file from the fusionapps/jlib directory to this folder.

4. Right click the project in jDeveloper and in the Project Properties:

   1. Select Libraries and Classpath.

   2. Add the ContractsTermsLibraryPublicModel JAR from the temporary folder.

5. Create a JAR for the current project, by right-clicking on the project and selecting Project Properties and Deployment profile.

6. Copy this new JAR to the following directory: mw_home_standalone/user_projects/domains/fusion_domain/servers/AdminServer/upload/ContractManagementApp/V2.0/app/ContractManagementApp/APP-INF/lib

7. Bounce the server.

The following is a sample Java class to implement Java user variables. To customize, change the class name (MyPurchaseUDV). Do not change or remove any of the import statements.

/**
*/
MyPurchaseUDV.java
package oracle.apps.contracts.termsLibrary.publicModel.Attributes.model.java;
import java.math.BigDecimal;
import java.sql.*;
import java.util.Collection;
import java.util.HashMap;
import java.util.Iterator;
import oracle.apps.contracts.termsLibrary.publicModel.variables.model.java.ProgrammaticUDV;


/**
This class extends the abstract class ProgrammaticUDV. 
TO CUSTOMIZE: Change the Class name only (MyPurchaseUDV). 
*/

public class MyPurchaseUDV extends ProgrammaticUDV {


/**
CASE 1: For achieving CASE 1 use the methods registerAttributes() and getCurrencyCode().
*/


 /**
 The following method registers the Java variable present in the Header VO. The name of the variable should be the same as the name of the attribute in the Header VO. 
TO CUSTOMIZE: Change only the VO attribute name of the variable (in this case CurrencyCode) to match the attribute name in the Header VO. 
Do not change the method name or scope of the method. The only thing can be changed is the VO attribute name of the user variable. 
*/
       
protected void registerAttributes() {          
  registerAttribute("CurrencyCode");
 }
      
/**
 The following method obtains the value of java variable used in the Header VO. The attribute name of the java variable used in this method is CurrencyCode. This method returns the value of the CurrencyCode. The value of the variable which we are trying to get using this method (getCurrencyCode) should be registered in the previous method registerAttributes().  
TO CUSTOMIZE: Change the name of the method (getCurrencyCode()). Do not change the scope of the method.
The return type can be changed. To get the value of the variable we have to use the getAttributeValue() method only. 
 */
       
       public String getCurrencyCode() throws Exception {
            
        String  retVal = null;
        
        retVal = getAttributeValue("CurrencyCode");
       
          return retVal;
      }     

Sample Java Method 2

The following method is used to get the value of Java variable through SQL queries. In this scenario, we want to add clauses to the contract terms if the contract has any sales credit. Sales credit information is stored in a different table from the contract header. To work this scenario, the document must be saved before invoking Contract Expert. Java variable used is in this case is Sales Credit. Use method getSalesCredit() if the Java user variable is an attribute on any child table of the document header VO.

To customize, change the name of the method getSalesCredit() and the return type of the method. The other attribute values, such as document ID and document type, which might be needed while executing the query, can be obtained from the getter methods getDocumentId(), getDocumentType(), and getDocumentVersion().

The executeQuery method:

• Will always return a scalar value which is present in the first row and first column in the result set.

• Will always return a string value:

  • If you are expecting an integer value, then you must do a conversion before returning value.

  • No conversion is required if you are expecting a string.

In the following example, an ID value of a Yes or No value set value is returned based on whether the contract has sales credits entries or not.

*/
      
      
public int getSalesCredit() throws SQLException, Exception {
        int  retVal = 0;  
        int value = 0;              
        String s1 = null;        
        BigDecimal id = getDocumentId();                
        s1 = executeQuery("SELECT to_char(count(*)) FROM OKC_K_SALES_CREDITS where dnz_chr_id = " + id);              
        value = Integer.parseInt(s1);    
        
         if(value > 0) {
           retVal = 271230; // Value Set id for "YES"
          } else {
            retVal = 271229; // Value Set id for "NO"
          }
      
           return retVal;      
        
      }
 }


/*****************************************************
   The following file content is provided here only for reference. 
   DO NOT INCLUDE THE FOLLOWING CODE IN ANY USER METHOD.
*****************************************************/
ProgrammaticUDV.java
package oracle.apps.contracts.termsLibrary.publicModel.variables.model.java;

import java.math.BigDecimal;

import java.sql.ResultSet;

import java.sql.SQLException;
import java.sql.Statement;

import java.util.ArrayList;
import java.util.HashMap;

import oracle.jbo.server.DBTransaction;

public abstract class ProgrammaticUDV {
   
    private HashMap attributesData;
    private DBTransaction dBTransaction;
    private Statement statement;
    protected BigDecimal documentId;
    protected String documentType;
    protected BigDecimal documentVersion;
    private ArrayList<String> attributeNamesUsed = new ArrayList<String>();
   
     public ProgrammaticUDV(){
           registerAttributes();
       }
     
    protected abstract void registerAttributes();
   
    protected void registerAttribute(String attributeName) {
        attributeNamesUsed.add(attributeName);
    }
   
    protected String getAttributeValue(String attributeName) throws Exception {
    if(attributesData.get(attributeName) == null){
        throw new Exception("Attribute name '" + attributeName + "' is either invalid or not registered.");
    }
     return (String)attributesData.get(attributeName);
    }   
   
    public HashMap getAttributesData() {
        return attributesData;
    }
   
    public void setAttributesData(HashMap variableData) {
        this.attributesData = variableData;
    }
   
    public ArrayList getAttributesUsed() {
        return attributeNamesUsed;
    }

    public void setDBTransaction(DBTransaction dBTransaction) {
        this.dBTransaction = dBTransaction;
    }
    
    protected String executeQuery(String query) throws SQLException {
        ResultSet rs = null;      
        String s =null;
        if (statement != null) {
            statement.close();
        }
        statement = dBTransaction.createStatement(0);
        rs = statement.executeQuery(query);      
        if(rs.next()){
          s = rs.getString(1);
        }
        statement.close();
        return s;
    }
    
    protected void closeQuery() throws SQLException {
     if (statement != null) {
         statement.close();
         statement = null;
      }
    }
    
    public void setDocumentId(BigDecimal documentId) {
        this.documentId = documentId;
    }

    public void setDocumentType(String documentType) {
        this.documentType = documentType;
    }

    public void setDocumentVersion(BigDecimal documentVersion) {
        this.documentVersion = documentVersion;
    }

    public BigDecimal getDocumentId() {
        return documentId;
    }

    public String getDocumentType() {
        return documentType;
    }

    public BigDecimal getDocumentVersion() {
        return documentVersion;
    }
}

FAQs About Variables

How can I obtain a list of system variables for use in Contract Expert rules?

Use the Search Variables page to create a list of system variables you can use in Contract Expert rules. You can use the Document Type field to narrow down your search by contract document type, such as a purchase order or Request for Quote.

How do I enable, disable, and delete variables?

When you create a variable, it is immediately available for use in clauses and Contract Expert rules. While there is no activation process or validation for a variable, variable setup is validated when you use variables in rules.

You can delete any variable as long as it is not being used in a clause or a Contract Expert rule. If it is in use, you can only disable it. Disabling a variable by selecting the Disabled option in the Edit Variable page prevents a variable from being used. The application displays an error for all clauses and rules that already use the variable.

Setting Up Adoption of Content Between Libraries

Adoption of Content from Global to Local Terms Libraries: How It Works

Much of the content in the Contract Terms Library is available only in the business unit where you create it. When you designate one of the business units as global during business unit setup, however, the content you create within that business unit can be copied over by other business units, a process known as adoption.

Different kinds of content in the global library can be adopted for use in a local library in different ways, as outlined in the following figure.

• Clauses designated as global can be adopted by selecting either the Adopt or the Localize action in local business units.

  Adopt adopts the clause as is. Localize permits the local business unit to edit the clause text.

• Local clauses are visible only in the business unit where they are created.

• Contract terms templates designated as global are visible to the local business units and can be copied over using the duplicate command.

• Contract Expert rules are visible only in the business unit where they are created.

Clause Localization and Adoption

Here is how you adopt and localize clauses:

1. In the global business unit, you create a clause with the Global option selected.

2. After the global clause is approved, it is automatically listed as available for adoption on the Terms Library Overview pages in the local business units.

3. Contract Terms Library administrators in local business units select Adopt or Localize from the Actions menu to adopt the clauses.

4. Both adopted and localized clauses now exist as independent clauses in the local library and must be approved before they can be used in contracts.

   Note

   During the local business unit setup, you can make clause approvals automatic.

5. When a new version of one of the adopted or localized global clauses is approved in the global business unit, the terms library administrators in the local business units are notified automatically

   Note

   You specify the administrator to receive the notification during the local business unit setup.

6. Administrators in the global business unit can create a clause analysis report that details the adoption and localization of the global clauses in the local business units.

Contract Terms Template Adoption

You adopt contract terms templates by copying them:

1. In the global business unit, you create a contract terms template with the Global option selected.

2. After the global template is approved, it is automatically available for copying in the local business units.

3. Contract Terms Library administrators can search for the global templates available for adoption by selecting the Global option in the Search Templates page.

4. Global templates are copied over by selecting the Duplicate action.

   Note

   Clauses in the copied templates must be first adopted or localized in the local business unit.

5. The copied contract terms template must be approved in the local business unit before it can be used.

FAQs About Adoption

How can I find clauses that are available for adoption?

Clauses that are available for adoption are listed in the Clauses for Adoption region on the Terms Library Overview page. You can also search for them using the Search Clauses page by selecting the Available for Adoption from the Adoption Type drop-down list.

What happens if the global library publishes a new version of the clause I localized?

The new version of the clause appears as available for adoption in the Terms Library Overview page and in clause searches. The Contract Terms Library administrator receives an automatic notification.

What's the difference between an adopted clause and a localized clause?

Adopt a global clause to reuse it without change in a local business unit.

Localize a global clause to use it with edits in a local business unit.

All clauses you adopt and localize must be approved within your local business unit before they can be used for contract authoring. You can set up approvals to be automatic for adopted clauses, but not for localized clauses.

Creating Folders to Organize Clauses

Folders: Explained

You can use folders to organize clauses in the Contract Terms Library.

Folder Properties

Folders have the following properties

• A single folder can contain clauses with both buy and sell intent.

• Folders can be used only in the business unit where you create them.

• Folders cannot be copied to other business units.

• Folder names must be unique within the business unit where you create them.

Setting Up Contract Preview and Printing

Contract Printing and Layout Templates: Explained

Previewing and printing clauses, reports, contracts, and contract terms uses a number of Oracle BI Publisher layout templates which specify what information is displayed in the contract and supply the headers, footers, text style, and pagination. The layout templates are RTF files stored in the Business Intelligence Presentation Catalog. Samples of all the required layout templates are included with the application. You can copy the sample layout templates described in this topic and edit the copies to add your own boilerplate text, font styles, and logos.

You can copy and edit layout templates used for:

• Printing enterprise contracts, including partner agreements

• Printing purchasing and sourcing documents

• Printing the report of contract deviations that can be attached to contract approval notifications

• Previewing contract terms templates

• Previewing and importing clauses into the Contract Terms Library

The sample layout templates are available in different subfolders within the Enterprise Contracts folder in the catalog. You can navigate to the folders in the catalog either from the Reports and Analytics pane or by selecting the Reports and Analytics link in the Navigator. Contact your system administrator to grant you the appropriate BI duty roles if these are not available.

You can download the sample templates, copy them, and edit the copies. When you upload your edited copy to the same directory, it becomes immediately available for use within the application.

Printing Enterprise Contracts

The application uses two layout templates for printing enterprise contracts, including partner agreements:

• The contract layout template

  This layout template provides the layout for printing the contract except for the contract terms.

  There are two sample layout templates available for you to copy and edit. Both sample layout templates are stored in the same directory.

  
  

  Sample Layout Template Name	Description	Location in BI Publisher Catalog Directory
  SupplierContract	Layout of contract information for buy-intent contracts.	Enterprise Contracts/Contract Printing/Contract Preview
  CustomerContract	Layout of contract information for sell-intent contracts, including partner agreements.	Enterprise Contracts/Contract Printing/Contract Preview

• The contract terms layout template

  This template provides the layout of the structured terms for printing and for downloading the contract terms for editing offline in Microsoft Word.

  
  

  File Name	Description	Location in BI Publisher Catalog Directory
  ContractTermsECM	Layout for printing the contract terms in enterprise contracts when the contract terms are authored in the application.	Enterprise Contracts/Contract Terms Printing/Contract Terms Download and Preview

You specify which templates you want to use during contract type setup. This means that you can create different layout templates for each contract type. To set up contract types, select Manage Contract Types action from the Setup and Maintenance work area or Contract Types under the Setup task heading in the Contracts work area.

The following figure outlines how the application uses the layout templates when you print an enterprise contract:

1. The application uses the contract layout template, specified in the Contract Layout field of the contract type, to create a PDF of the contract. If the contract does not include any contract terms, then this is the only layout template used.

2. If the contract includes structured terms, then the application uses the contract terms layout template specified in the Template Layout field to create a second PDF.

3. If the contract terms are attached as a file and the file retains the structured terms format, then the application creates the second PDF from the file. Contract terms attached as a file can retain the structured XML format if the file was downloaded from the application using the Download Contract action.

4. The application merges the two generated PDFs into a single contract PDF.

5. If the contract terms are attached in a file that is not structured, then the application prints only the contents of the file. It does not print the contract information in the application or use either layout template.

Printing of Contract Terms on Purchase Orders and Sourcing Documents

For printing purchasing documents with structured terms, Oracle Fusion Procurement uses two layout templates.

• The document layout template supplied by Oracle Fusion Procurement which is located in the Procurement folder.

• The contract terms layout template.

  The sample file provided is:

  
  

  File Name	Description	Location in BI Publisher Catalog Directory
  ContractTermsProcurement	Layout for printing the contract terms in enterprise contracts when the contract terms are authored in the application.	Enterprise Contracts/Contract Terms Printing/Contract Terms Download and Preview

You select both of these templates while setting up business unit properties using the Configure Procurement Business Function task available by navigating to the Setup and Maintenance work area.

If the contract terms are attached rather than authored in the application and the attached file is not structured, then Procurement uses a third layout template which includes a brief sentence explaining that the contract terms are contained in a separate document.

The following figure outlines how the procurement application uses these layout templates for printing

1. The application uses the document layout template specified in the Document Layout field in the PO or purchase agreement to create the PDF.

2. If the contract includes structured terms, then the application uses the contact terms layout template to generate a second PDF.

3. If the contract terms are attached as a file and the file retains the structured terms format, then the application creates the second PDF from the file. Contract terms attached as a file can retain the structured XML format if the file was downloaded from the application using the Download Contract action.

4. If the contract terms are attached as a file that is not structured, then the application creates a small PDF of the message contained in the layout template ContractTermsNoMerge.

5. The application merges the two PDFs into a single document PDF.

Printing the Contract Deviations Report

The application uses the contract deviations layout template to generate a PDF report of deviations of a contract from company standards. This report can be automatically attached to the notification sent to the contract approvers during contract authoring. You can create different layout templates for each business unit. You specify which layout template you want to use in a specific business unit using either the Specify Customer Contract Business Function Properties or the Specify Supplier Contract Business Function Properties tasks. These tasks are available in the Setup and Maintenance work area.

Separate sample layout files are available for buy-intent and sell-intent contracts. Both are located in the same directory:

Previewing Contract Terms Templates

Contract Terms Library administrators as well as contract authors can preview the content of a template by selecting the preview icon. For example, a contract author may want to preview a template to verify they are selecting the correct one. The preview lists all the clauses and sections the template contains and any boilerplate included in the layout template. It does not list any additional clauses inserted by Contract Expert rules.

You can create different layout templates for each contract terms template. You specify the layout template to be used for the preview on the General tab while editing the contract terms template. The sample layout template is:

Previewing and Importing Clauses

The application uses the clause layout template for:

• Formatting individual clauses for preview

  Library administrators can use the preview icon to view preview of individual clauses on the clause search page.

• Formatting clauses imported from outside the application

  You can either load clause data directly into interface tables using SQL*Loader, PL/SQL scripts, or JDBC or you can import the data from an XML file.

You can specify which template you want to use in a specific business unit using either the Specify Customer Contract Business Function Properties or the Specify Supplier Contract Business Function Properties tasks. These tasks are available in the Setup and Maintenance work area.

The sample layout template provided is:

FAQs About Contract Preview and Printing

Can you still print the contract if there are no layout templates specified for a contract type?

No, you cannot print or create a PDF of a contract if no contract layout template is specified in the contract type that was used to create the contract. If you do not specify the terms layout template, then you cannot preview the contract terms as a PDF.

Setting Up Contract Terms Deliverables for Procurement

Contract Terms Deliverables: Explained

Contract terms deliverables establish and track both contractual and noncontractual commitments that must be fulfilled as part of negotiations and contractual agreements between businesses and their partners. These deliverables can be used only in procurement contracts and in negotiations. They cannot be used in enterprise contracts.

This topic provides an overview of:

• How you can use contract terms deliverables

• Creating and managing contract terms deliverables

• One-time and repeating deliverables

• Where you can create and use contract terms deliverables

• The different deliverable types

• Fixed and relative due dates

• Deliverable notifications

Using Contract Terms Deliverables

You can use contract terms deliverables:

• To communicate with your suppliers about deliverables they are responsible for.

  When your employees create or update a deliverable in their procurement application that change is automatically visible to suppliers accessing their Oracle Fusion Supplier Portal and vice versa. The party responsible for the deliverable must be external and the supplier contact must be defined as an external contact on the deliverable.

• To submit any required documents

  A supplier required to produce an environmental compliance report, for example, can log into their supplier portal, submit the report, and change the deliverable status to indicate the they have fulfilled the obligation.

• As a repository of documents submitted in the negotiations

  All documents you and the suppliers submit as attachments are stored in the deliverable history and can be accessed from the deliverable itself.

• To track a deliverable from the initial stages of a negotiation to the signed contract

  The application can automatically copy the appropriate deliverables from the negotiation document to the final contract.

• To automatically calculate deliverable due dates

  You can set deliverable due dates relative to contract events, for example, a week before the contract is signed or comes into effect. The application automatically calculates the actual date the deliverable is due. You can also create multiple instances of a deliverable to track repeating deliverables, such as monthly reports.

• To automatically notify interested parties when the deliverable is due or overdue

  You can set up the deliverable to automatically notify parties of an upcoming deadline or when the deliverable is overdue.

Creating and Managing Contract Terms Deliverables

You create and manage the deliverables in two separate interfaces. You create the deliverables while the contract is in negotiations. You manage the deliverables while the contract is active and in the process of being executed. Here is how it works:

1. You create the deliverable as part of a contract terms template or in an individual contract entering the responsible party, the deliverable deadlines, and what notifications you need.

2. If deliverables are present in a contract terms template you apply to a contract, then the deliverables get copied to the contract automatically. The type of deliverables that are applied automatically can vary based on the document type.

3. The application creates deliverable instances with the calculated deadlines based on your setups at the time the contract becomes active. For instance, if you created a deliverable that calls for the supplier to submit a report every week after the contract is signed, then the application creates a separate instance of the deliverable for each week based on the date the contract was signed.

4. You and the suppliers use the Manage Deliverables page to access and update each deliverable instance. In the above example, each week the supplier updates the deliverable instance that is due that week and attaches any collateral. Both internal employees and suppliers logging into their supplier portals use the same interface to communicate the deliverable progress and to attach required documents.

5. Based on your setups, the parties are automatically notified when the deliverable is due or overdue, or when one of the parties changes its status (dashed lines).

6. The contractual deliverables you set up are listed in the printed contract terms when you add the deliverable variable to a clause.

One-Time and Repeating Deliverables

You can create both one-time and repeating deliverables.

A one-time deliverable tracks the performance and deadlines for an individual required action that must be performed by one of the parties in the contract.

A repeating deliverable tracks a deliverable that must be performed periodically, for instance a progress report that must be submitted every week after the agreement is signed.

The following diagram uses an example to illustrate the two variable types:

• A one-time deliverable (Report 1) that the supplier must provide that is due one week after the agreement is signed.

• A repeating deliverable (Report 2) that the supplier must provide weekly after the contract is signed.

After the contract is signed, the application automatically creates the instances of the two deliverables which can be viewed and updated both by the internal party and the supplier using the Manage Contract Terms Deliverables task. The due dates for each deliverable in this example are based on the date the contract was signed.

The supplier attaches the report file to the appropriate instance of the deliverable and changes its status to complete to indicate that it has been fulfilled.

Where You Can Create and Use Contract Terms Deliverables

You can create contract terms deliverables both in buy-intent contract terms templates and in individual Oracle Fusion Purchasing and Oracle Fusion Sourcing contracts.

For purchasing, you can create and use deliverables on documents which include::

• Blanket Purchase Agreement

• Contract Purchase Agreement

• Standard Purchase Order

For sourcing, the documents include:

• Auction

• Bid

• RFI

• RFI Response

• RFQ

• Sourcing Quote

Contract Terms Deliverable Types

Deliverable types restrict where a deliverable is available and where it can be printed. There are three deliverable types:

Fixed and Relative Due Dates

You can specify a deliverable to be due on a fixed date, such as the first of the month, or relative to a contract event, such as one week after the contract is signed.

The available events include:

• The contract start and end dates

• The dates the negotiations are opened and closed

• The date the contract is signed

• The date you receive a response from the supplier

The available contract events differ depending on where you create the deliverable and the deliverable type. For instance, for contractual deliverables you create in a contract terms templates, you can base the due dates on: Contract Canceled, Contract Closed, Contract Signed, Contract Start Date, and Contract End Date. Negotiation deliverables can be based on: Negotiation Closed, Negotiation Opened, and Response Received.

Deliverables Notifications

You can notify interested parties using Oracle BPEL Process Manager via e-mail, voice message, instant messaging (IM), or short message service (SMS).

You can send automatic notifications:

• Prior to the due date

• When one of the parties changes the status of the deliverable

• When a deliverable is overdue

• When a deliverable needs to be escalated after the due date

Who receives the notification depends on a combination of the notification type and the party who is responsible for the deliverable as listed in the following table. The requester is an internal party. The external contact is a supplier contact.

FAQs About Contract Terms Deliverables

What does it mean to change the printing sequence for contract terms deliverables?

Contract terms deliverables can be listed by title in a clause in your terms and conditions. You can change the sequence in which the titles appear on this list by modifying the print sequence.

What's the difference between contract terms deliverables and contract deliverables?

Contract terms deliverables establish and track both contractual and noncontractual commitments that must be fulfilled as part of negotiations and contractual agreements between businesses and their partners. These deliverables can be used only in procurement contracts and in negotiations. They cannot be used in enterprise contracts.

Contract deliverables also track contractual and noncontractual commitments, but in procurement enterprise contracts. In addition, you can use contract deliverables to initiate and monitor purchasing activity in integrated procurement applications. For example, you can use a contract deliverable to create a purchase order in Oracle Fusion Purchasing for items in a contract line and then monitor the purchasing activity on that purchase order as it is being executed.

Indexing Clauses for Keyword Searches

Building and Maintaining the Text Index for Keyword Searches: Explained

In the Contract Terms Library, you can use the Keyword field to search the text of clauses and contract terms templates. You can automatically build and maintain the text index by running the processes listed in this topic.

Setting Up and Maintaining the Text Index

You can set up the processes listed in this table to automatically build and optimize the text index at desired intervals. How frequently depends on how often your clauses and contract terms templates are updated. New clause and template versions become available for searching after they are indexed.

To run the processes:

1. Select the Manage Processes task link in the Terms Library work area.

2. In the Managed Scheduled Processes page, click Schedule New Process.

Managing Clause and Section Numbering Schemes

Numbering Schemes: Explained

Use a numbering scheme to number sections and clauses in a contract terms template or in an individual contract. In addition to the preset numbering schemes that come with your application, you can create additional numbering schemes in the Terms Library work area.

Numbering Scheme Properties

Numbering schemes include the following properties:

• Numbering schemes are available in all business units.

• You can create numbering schemes with up to five levels.

• Numbering clauses is optional.

• You can add the numbering of the previous level to the front of the current level by selecting the Concatenate with Child option.

• Edits you make to an existing numbering scheme in the Contract Terms Library are not automatically applied to contracts using that numbering scheme. You must reapply the scheme on each contract.

• You cannot delete any of the numbering schemes that come with your application.

• You cannot delete a numbering scheme if it is used in an existing contract.

FAQs About Numbering Schemes

How can I change the numbering scheme for sections and clauses?

You can apply a numbering scheme for sections and clauses by selecting the Change Numbering Scheme action on the Contract Terms tab while creating a contract terms template or authoring a contract. If you need to create additional numbering schemes, you can do so using the Create Numbering Scheme action on the Terms Library Overview page.

Importing Clauses into the Contract Terms Library: Explained

You can import clauses, values sets, and manual user variables from external sources into the Contract Terms Library by using interface tables. You can either load your data directly into the interface tables using SQL*Loader, PL/SQL scripts, or JDBC or you can import the data from an XML file by running the processes described in this topic.

This topic describes:

• What data you can import

• The interface tables

• Importing clauses by loading them into the interface tables

• Importing clauses from an XML file

• Purging the interface tables

What You Can Import

You can import:

• Clauses

• Clause relationships

• Manual user variables

• Value sets that are used for the variables

• Value set values

Details about the fields and valid values for import are available in the import schema file OKCXMLIMPDFN.xsd which you can download from the following file location: fusionapps/crm/components/ contractManagement/okc/ termsLibrary/publicModel/ src/oracle/apps/contracts/ termsLibrary/publicModel/ libraryImport/model/ resource.

Interface Tables

The same interface tables are used whether you are importing clauses using an XML file or loading data directly into the interface tables. The following are the database tables used for clause import:

Importing Clauses by Loading Them Into the Interface Tables

To import clauses by loading them directly into the interface tables:

1. Format the data in a form that is suitable for loading into the interface tables. For example, if you are using SQL*Loader to load data into the interface tables, then you can use a comma separated data file (.csv) and a control file that describes the data format.

2. Select the Manage Processes task link from the Terms Library work area.

3. In the Managed Scheduled Processes page, click Schedule New Process and run the Import Clauses from Interface Tables process. It is recommended that you run the process first in the validation mode to review any errors. The following table describes the process parameters:

   
   

   Parameter	Possible Values	Mandatory	Description
   Batch Name	A name for identification purposes.	Yes	Provides a way for you to identify the records you are importing.
   Run in Validation Mode	Yes or No	No	Set to Yes if you want to identify potential errors before you import.
   Commit Size	1 to 300		Indicates the maximum number of records that the process commits to the database at one time. For example, if you are importing 1,000 records and set the commit size to 100, then the process will commit records each time it processes 100 records without error. If an error occurs on the 150th record, then the process will not reprocess the first 100 the next time that you run the program. Consult your database administrator for the appropriate value.

4. Use the Manage Process task available in the Terms Library work area to monitor the progress of your import and review the log for any error messages. Records with errors remain in the interface tables until you purged them or correct them.

5. To improve performance, periodically purge the interface tables used in the import by running the Purge Contract Clause Import Tables process.

Importing Clauses From an XML File

To import clauses from a file:

1. Prepare the XML file as specified in the schema file OKCXMLIMPDFN.xsd and the sample file OKCXMLIMPDFN.xml. You can download both files from the following location: fusionapps/crm/components/ contractManagement/okc/ termsLibrary/publicModel/ src/oracle/apps/contracts/ termsLibrary/publicModel/ libraryImport/model/ resource.

2. Specify the location of the import file in the system profile Location of XML File for Importing Clauses. You can set this profile in the Oracle Fusion Setup Manager using the Manage Clause and Template Management Profiles task.

3. Select the Import Clauses task link in the Terms Library work area and enter the following parameters for running the Import Clauses from XML File process:

   
   

   Parameter	Description
   XML File Name	The name of the file you are importing. The file must be uploaded to the location specified in the system profile Clause Import XML File Location.
   Default Business Unit	The business unit where clauses are assigned when no specific business unit is included in a clause record you are importing. If the import file includes business units for all clause records, then you can leave this field blank.
   Create as Global Clause	You can specify clauses imported into the global business unit as global clauses. This means they will be available for adoption by other business units.
   Default Clause Status	The status you enter here is used to specify the status of clause records where no status is specified.
   Mode	Use the Validate option to test the quality of your data. Use the Import option to import the clauses.

4. Use the Manage Process task available in the Terms Library work area to monitor the progress of your import and review the log for any error messages. Records with errors remain in the interface tables until you purged them or correct them.

5. To improve performance, periodically purge the interface tables used in the import by running the Purge Contract Clause Import Tables process.

Purging the Interface Tables

To optimize import performance, periodically run the Purge Contract Clause Import Tables process. This process purges records in all of the interface tables. The following table describes the parameters you can use to restrict the extend of the purge. If you do not enter any parameters, the process purges all records.

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