If Oracle Procurement Contracts is installed and licensed, you can create contract terms and apply them to your CLM document (Award/IDV or Solicitation). You can use contract terms to specify legal and other requirements for your CLM document. Using contract terms is an easy way to create and maintain standardized contract text that can be customized as needed. You can also edit the clauses applied by the template, if required.
Contract administrators and legal personnel may negotiate and author a vast number of complex contracts each year. Maintaining control on the terms for each contract can be a time-consuming and daunting task. CLM simplifies this process by providing a centralized contract terms library.
Companies that operate globally can use the Library to establish company-wide standards and enforce them on a global basis. To accommodate local or country-specific regulations, they can give the local library administrators the flexibility of tailoring these global standards.
For more information on using the Contract Terms Library, refer to the Oracle Procurement Contracts Implementation and Administration Guide.
Accessing the Contract Terms page from the Awards / IDVs pages
When you create an Award/IDV, the Actions LOV that is accessible from any of the tabs (Header, Lines, and so on) has an action called Add Contract Terms. Select Add Contract Terms from the Actions LOV and click Go to open the Contract Terms page.
When you update an Award/IDV/Modification, the Actions LOV that is accessible from any of the tabs (Header, Lines, and so on) has an action called Update Contract Terms. Select Update Contract Terms from the Actions LOV and click Go to open the Contract Terms page.
The Contract Terms page consists of 2 regions: The Contract Details region enables you to view and update the summary information of the contract, such as the Contract Administrator's Name, Authoring Party, Legal Contact, and so on. Click Update Contract Details to open the Update Contract Details page and enter/modify the contract summary information.
Apart from entering the Legal Contact, Contract Administrator, and so on, details, you also need to apply a template for the contract if you have selected a value Structured Terms using the Contract Source LOV.
The Contract Source LOV indicates where the contract terms come from: the Contract Source has the following values: Structured Terms and Attached document.
Attached Document indicates that the source of the contract terms will be an MS-Word document or PDF document that you can select from your local drive. Select Attached Document from the Contract Source LOV and click Apply. When you return to the Contract Terms page, use the Actions LOV to select the Upload Contract action. This opens the Upload Contract page. Click Browse near the File field so that you can select a contract terms file to upload. Enter a Description for the attached document and then click Apply. You are taken back to the Contract Terms page and the confirmation message that your attached document has been uploaded is displayed. In the Clauses tab, the following notification is displayed: Contract terms are represented by the attached document: <document name>.
Structured Terms indicates that the source of the contract terms will be a template that contains clauses. These clauses will form the basis of the contract. If you have selected the value Structured Terms from the Contract Source LOV, the Current Contract Template field displays the template that is currently in use, and is selected as the default template, for this CLM document. Use the New Contract Template LOV to search for a contract template to apply for the Award / IDV.
Note: You can also apply a new template to your contract by using the Apply Template button in the Contract Terms page.
A template consists of clauses, and, if Contract Expert is enabled, rules and questions. Using a template enables you to put together most frequently used clauses across several CLM documents. For example, if most of your IDVs use Clauses A, B, C and D, you would want to put the four clauses in a template and apply this template to the relevant IDVs. In case you need to include additional clauses or apply a new template, you can add the additional clause(s) to the template, create non-standard clauses, or create clauses as a one-time exercise for your specific CLM document. Your CLM document uses templates (containing clauses) as the basis for creating contract terms. When the template with clauses is applied to the document, you can then add / remove clauses, add non-standard clauses, run Contract Expert, and so on. These actions are described later in the chapter.
Click Apply to save your changes and return to the Contract Terms page. A warning message is displayed, telling you that apart from manually entered clauses (which will be retained), selecting a new template will replace the previous template clauses. Proceed as per your requirement.
The second region is the Clauses/Deliverables tabs region. The Contract Terms page now displays the clauses in the Clauses tab from the contract template you applied. The Clauses tab now consists of an Actions LOV and some additional action buttons.
When the value of the Contract Source field is Structured Terms, you need to select a contract template as the source of the contract terms.
Thus a contract template serves as a blueprint or a basis for the contract terms. A contract template typically consists of clauses, sections, rules, variables, and so on. When you apply a template to the CLM document, the sections, clauses, rules, variables, and so on, are now the contract terms of the CLM document.
Clauses are the most fundamental unit of the contract terms. Clauses are distinct articles, stipulations, or provisions in a legal contract. Clauses describe one or more aspects of the contract and clarify what the expectations and deliverables of both parties are supposed to be.
Oracle CLM Procurement Contracts has the following clause types that you can use:
Standard Clauses: Standard Clauses are part of the template. Using the appropriate Procurement Contracts responsibility, you can create or import clauses that you can then add to a template. Thus when the template is applied to the CLM document, the standard clauses get included automatically.
Non-Standard Clauses: You can create a clause with the relevant stipulations and provisions while you are authoring contract terms. This clause does not belong to a contract template, yet is part of the contract terms. To make this clause a standard clause, contact your Contracts Administrator. The Contracts Administrator will create this non-standard clause in the contract terms library and then associate it to a template, thus making it available for you to use in the CLM document.
You can also make a standard clause into a non-standard clause.
In the Contract Terms Library, clauses have an additional attribute called Adoption Type. This attribute is not visible in your CLM document contract terms. Clause Adoption Types can be the following values:
Global Clauses are created in a global organization and are available in all operating units.
Adopted Clauses are Global Clauses that have been adopted for use in the local operating unit. Adopted Clauses are used as is, they are not modified in any manner.
Localized Clauses are also Global Clauses that have been adopted for use in the local operating unit. Localized Clauses are modified as per the requirements in that operating unit and the modifications are specific to that operating unit.
Local Clauses are created in a local organization and are not available in any other operating unit.
For your purposes, even though you may not be able to see the Adoption Type in the Contract Terms page, you should know about these various clause adoption types.
You can add a clause to the Contract Terms when the Contract Source of the CLM document is Structured Terms. There are four ways you can add a clause to the Contract Terms:
Applying a Contract Template – this brings in the clauses automatically
Adding a Standard Clause (after applying a contract template)
Creating a Non-Standard Clause (after applying a contract template)
Running Contract Expert (after applying a contract template)
Adding a Standard Clause
Specify a section in the contract terms before you add a standard clause. Use the Select check box on the left to specify the section to which to add the clause. This will enable the system to place the standard clause in the correct position you need. Click Add Clause to open the Add Clause page. Use the Search region to look for the clause that you want to add from the Contract Terms Library. To view all the clauses in the Terms Library, enter % in the Title field and click Go, so that all the standard clauses appear in the search results.
Select your clause(s) and click Apply. The Contract Terms displays again, and you can view the newly added clause(s) in the expanded view of the section. Usually, the system simply places the newly added clauses to the bottom of the list of clauses. Sort or renumber the clauses in a section by clicking the appropriate action button. Sorting, moving and renumbering actions are covered in a later section.
If you need to update the standard clause, click the Update icon at the clause row in the Contract Terms page. The Update Clause page displays the clause content as read-only. If you modify a standard clause in a revision of an approved document (for example, a Modification or a Solicitation Amendment), you will see an additional field called Amendment Description, where you can enter the reason for the changes you are making. You can make the clause non-standard by clicking Make Non-Standard and then editing the clause contents and variables. Update the clause content as a non-standard clause and then click Revert to Standard in order to make the clause a standard clause again. The updated content in the clause will be applicable for this set of contract terms / CLM document only and not to the original clause or contract template.
Creating a Non-Standard Clause
There are two ways in which you can create non-standard clauses:
The Contract Terms page enables you to select a section or a clause by clicking the Select check box on the left and then clicking Add Clause. The Add Clause page displays, from which you can click Create Non-Standard Clause. The Create Non-Standard Clause page opens.
Click the Update icon at a standard clause row to open the Update Clause page. Then click Make Non-Standard to create a non-standard clause from the standard clause.
Note: To revert your action (that is, revert to a standard clause from a non-standard clause, use the Revert to Standard check box. However, if the Protect Text check box is selected for the clause, you cannot update it in any way.
The Create Non-Standard Clause page has the check box Non-Standard selected by default. Enter a Clause Title and Clause Type – these are mandatory fields.
The Text and Clause Variables regions enable you to enter or import the clause text. You can insert variables in clause text that you type in manually. If you have imported some clause text, you need to export it and save it as an MS-Word 2003 XML file. Open the XML file in MS-Word and then edit it and add variables to it. Variables can be added in the downloaded document using the following format [@Variable Name@]. The variable must exist in the system, otherwise the import clause fails. Save the XML file and re-import it to view your variables. When you import the clause text from MS Word 2003 XML, you will not be able to edit the text clause from the text region. The text region will be locked for updates and all future updates to the clause text can be performed using export and import actions only.
The Text region displays rich-text format content by default. You can switch to plain text mode by clicking the plain text mode link above the text area. Type your clause text and click Save. Then navigate to the Clause Variables region to view and add variables to your clause text. Click Lookup Variables to view the variables that are available for your use. Variables can be classified as system-defined variables and user-defined variables. Click Add Variables to open the Add Variables page. Search for a variable by keyword, type, and so on, or perform a global search by clicking Go. The variable list displays in the search results region. Select one or more variables by clicking the Select check box near each variable name. Click Apply to return to the Update Clause page. The Clause Variables region now displays the variables you selected from the Add Variables page. In the clause text area (Text region), first place your cursor at the location in which to insert the variable. Then, click the Insert icon so that the variable is placed in your clause text at the cursor position. Click the Details plus signs to expand your view of the variables and see more information on the variables. If the variable has a value defaulted for it, the Value column displays with the current variable value.
Click Apply to save your changes and return to the Contract Terms page. You will see the new clause in the appropriate section of the contract terms.
In order to organize similar clauses or group common clauses, you need to create sections in the Contract Terms page. Every clause should be in a section or a subsection (you can have multiple levels of sections). You can either add a section to the Contract Terms header or you can create a section within another section. For example, if you have section A under the Contract Terms header, you can either add the new section AA under the existing section A or directly under the Contract Terms header.
Click Add section and the Add Section page opens; you can enter the relevant information to add the section. If you add a section to the Contract Terms header, the Location is defaulted to Within. Use the Create LOV to select to add a section from the Library or create a new section that will be specific to your current contract terms. Regardless of whether you select a section from the Library or create a new section, you need to provide a Title for the section. If you have created a new section, you can enter a description as well. Click Apply to save your changes and return to the Contract Terms page.
If you are adding a section to a revision of a CLM document, that is, where the version number of the CLM document is greater than 0, you can optionally enter text into the Amendment Description field, to capture the section changes you have made in the revision of the CLM document.
The same rules apply for moving clauses as well as sections. Select a clause or section by clicking the Select check box and then click Move. The Move Term page displays and you can specify further move options on this page. The Destination region contains a Location LOV and a list of sections and clauses. The Location LOV has three values:
After Selection – your selected clause or section will be moved and placed after the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select check box and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select After Selection. Then select a section or clause you want to move your selected clause or section after. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Before Selection - your selected clause or section will be moved and placed before the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select check box and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select Before Selection. Then select a section or clause you want to move your selected clause or section before. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Within Selection – your selected clause will be moved and placed within a section. Therefore you need to select a clause in the Contract Terms page by clicking the Select check box and then clicking Move. The Move Term page displays, and you can select a section to which to add your selected clause. Your selected clause or section will be moved and placed after the clause or selection you have chosen from the list of sections and clauses in the Destination region. For example, you chose Clause A from Section 2 by clicking the Select check box and then clicking Move in the Contract Terms page. The Move Term page opens, and you now select After Selection. Then select a section or clause you want to move your selected clause or section after. If your move selection is incorrect, an error message displays: You cannot move a clause or a section within a clause. You will need to re-select your move options in such a scenario.
Sorting Clauses in a Selected Section
Click Sort Clauses to order your clauses. You can sort one or more clauses or the entire contract terms set. On completion of the sort, you get a confirmation message that the clauses have been sorted successfully.
For more information on clause sorting, refer to the Oracle Procurement Contracts Implementation and Administration Guide and the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
You can renumber clauses and sections by clicking Renumber on the Contract Terms page. The Renumber page displays, with the numbering schemes displayed in the Pick Numbering Scheme LOV. The numbering scheme layout is displayed for you to view after you select a numbering scheme. Click Apply to use the selected numbering scheme. The Contract Terms page displays again with a confirmation message that the document has been successfully renumbered. Scroll and drill down to the sections and their clauses, you will see the new numbering format in place for the clauses and sections.
Numbering schemes are set up in the Contract Terms Library. For more information on setting up numbering schemes, refer to the Oracle Procurement Contracts Implementation and Administration Guide.
As mentioned in the Adding Clauses to the Contract Terms section, you can update a clause by clicking on the Update icon at the clause row in the Contract Terms page. In case a clause is non-updateable, the Update icon is disabled at the clause row in the Contract Terms page.
If you are updating a clause in a revision of a CLM document, that is, where the version number of the CLM document is greater than 0, you can optionally enter text into the Amendment Description field, to document the changes you are making in the revision.
Select the Include by Reference check box to substitute an alternate referenced text instead of the full clause text on a printed contract.
Select the Print Clause Text check box to print the complete clause text without making them nonstandard for these include-by-reference clauses in a contract document.
Select the Mandatory check box if the clause is mandatory.
If the Protect Text check box is set for the clause, you cannot update the clause.
Click Update to open the Update Clause page and update a standard clause. You need to make the clause non-standard to update it. Click Make Non-Standard to convert the standard clause into a non-standard clause and thus update it.
To update a non-standard clause, click Update to open the Update Clause page. To delete a clause, click Delete. A warning message displays, confirming the deletion of the clause.
Click the Update icon at a section to update a section. The Title and Description text boxes display and you can overwrite the existing values with any other values of your preference. The From Library check box indicates that the section has come in from the Contract Terms Library.
When processing revisions, you can enter a description of the amendment. If the section is from the library, you will not be able to change anything including the Title.
To delete a section, click the Delete icon. A warning message displays, telling you that if you delete the section, the corresponding sub-sections and clauses will also get deleted. You can continue with the delete operation or not.
The Contracting Administrator or Legal Officer can add links to the Instruction Text field. The link could contain references to the clause in the FAR repository or any other external web page that provides the contracting professional with additional information or instructions relevant to the specific clause. The Contracting Administrator needs to add the relevant HTML tags in the Instruction Text field while creating / updating the clause, so that the contracting professional is able to view the HTML link in the clause in the View Clause page. Clicking the link will take the contracting professional to the appropriate web page or website.
Variables are used in the clauses of a contract in order to make repetitive entries of data fields easier to manage. For example, you can create a variable for the Organization name or the Bill-To Address, and associate the variable with a value. Then use the variable in the clause text. When the contract terms are printed, the variable placeholder is replaced with the actual value you associated the variable with.
Variables may be system-defined or user-defined. System-defined variables are created by CLM and Procurement Contracts and cannot be modified. User-defined variables are created by users to meet their specific requirements in order to use most frequently used terms in across multiple clauses. For more information on creating variables, refer to the Oracle Procurement Contracts Implementation and Administration Guide.
In the Update Clause page, the Clause Variables region enables you to view or add variables to the clause text (the Clause Text region is to the left of the Clause Variables region).
Click Lookup Variables to display the search page. Enter search criteria, if you know the Name or Description of the variable. Otherwise enter a % symbol in the Name field. Select the type of variable (System-Defined, User-Defined or both) to view and then click Go. The search results display the Variable Name, Description, and Type. Click Done to return to the Update Clause page.
In the Update Clause page (Clause Variables region), click Add Variables to display the search page. Enter search criteria, if you know the Name or Description of the variable. Otherwise enter a % symbol in the Name field. Select the type of variable (System-Defined, User-Defined or both) to view and then click Go. The search results display the Select check box, Variable Name, Description, and Type. Select one or more variables using the Select check box and click Apply to return to the Update Clause page. The Clause Variables region displays the variable(s) that you selected. Click the Show link to display the variable details.
To insert a variable in the Clause Text, ensure that your clause text is visible in the text box. Place your cursor in the text to indicate that this is the location where you need to insert the variable. Then select your variable by clicking the Insert icon next to your variable name. The variable placeholder gets inserted in the clause text.
Updating Variable Values
The Update Variable Values page enables you to specify values for variables, either by setting global values, or by setting specific local values for variables in clauses. Even if a global value has been set for a variable, you can override the global value in specific clauses that use the variable.
Note: You can update only user-defined variables, not system variables. Additionally, suppliers can also update supplier updateable variables (which suppliers can update in Sourcing offers).
The top region of the Update Variable Values page displays all the variables. If you select one of the variables, the clauses that contain that variable are listed in the lower region of the page.
In the Contract Terms page, begin updating the variable values by selecting the Update Variable Values option from the Actions List of Values and clicking Go.
In the Update Variable Values page, you can perform one or more of the following operations for each variable:
Select the variable. The clauses that contain the selected variable appear in the Clauses section in the lower part of the page.
Click the Global Value search icon to set a global value for the variable.
For each clause that uses that variable, click the Value search icon to set a specific value for the variable in that clause.
To ensure that a specific value for a variable in a clause overrides any global value for that variable, select the Override Global Value check box for the clause.
Click Save or Apply to save/apply your updates and return to the Contract Terms page.
Variables are used to capture additional information in a contract for a CLM document (award or IDV or solicitation). Multi-row variables enable the buyer to enter data in a tabular form of multiple rows and columns. For example, in order to capture the inspection location, you may need multiple data fields such as country, city and location. Additionally, there may be multiple inspection locations and you may need to enter and view the information for multiple rows. This information requires an 'n X m' matrix, that can be created as a multi-row variable tabular structure. The UDA framework is used to define the multi-row variable structure. The user can define attribute groups to create the unique data components needed. RTF templates in Oracle XML Publisher can be used to model the way the multi-row variables will be printed.
As part of the setup, the implementer creates a variable, defines it to be a multi-row variable and adds the required UDA attribute group and RTF template. For more information on setting up multi-row variables, refer to the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
Multi-row variables are available for manually created variables only, i.e. PL / SQL variables are not supported. In addition, the variables need to be updated by the buyer only and suppliers cannot create or update multi-row variables.
In the Actions LOV, select Update Variable Values. The Update Variable Values page displays, where you can update the multi-row variables. Click Apply to save your work and return to the Contract Terms page.
Contract Expert is a tool that helps contracting professionals decide which clauses to include in a contract. Contract Expert consists of rules, questions and constants. Contract Terms Library Administrators set up the rules, questions and constants so that the contracting professional can run Contract Expert, respond to the questions displayed by Contract Expert. Based on the responses to the questions provided by the contracting professionals, and the rules defined by the Contract Terms Library Administrator, Contract Expert includes the relevant clauses in the contract terms for the given template. Contract Expert also supports reporting deviations of different types based on the policies prevalent in various contracting organizations.
When using Contract Expert, keep the following consideration in mind:
Use Contract Expert on the CLM document to bring in additional clauses, based on criteria such as items, item categories, payment terms, and other agency terms in the document. The system also runs the Policy Deviation rules and reports on policy deviations.
All of the Contract Expert-recommended clauses are brought into the CLM document and organized under appropriate sections. You can also specify which section the clauses get created in based on document parameters.
For more information about setting up Contract Expert, refer to the Oracle Procurement Contracts Implementation and Administration Guide.
If Contract Expert is enabled for the contract template and the profile option OKC: Use Contract Expert is set to Yes, you will see the Use Contract Expert button in the Contract Terms page.
Before you submit the business document for approval, you must answer all the mandatory questions.
If you want to edit responses to questions that depended on others, you must edit the lowest-level questions first, then work back up the hierarchy as far as you require.
You may select a blank answer to a lower-level question to remove it from the list of questions.
If the response for a question is numeric, and you do not provide a value, the system uses 0 as the default value. It is strongly recommended that you provide a value, otherwise Contract Expert may bring in or remove clauses based on the response of 0.
After you have answered questions in the Questions page, you can perform one of the following operations:
Click Cancel to exit the Contract Expert session. If you have not saved any responses at this time, you lose the information you provided in the Questions page.
Click Save Responses to save your responses to the Contract Expert questionnaire. In future Contract Expert sessions, or even later in the same Contract Expert session, you can either answer further questions or change your existing answers.
Click Continue to see the clauses that will be added to the CLM document based on the rule conditions.
These rules capture and report changes in terms and conditions on CLM documents as deviations from agency policy. As a result of negotiations on CLM documents, agencies may negotiate terms that exceed preapproved agency policies and regulatory limits. For example, as a policy, all customers are allowed payment terms of Net 45. However, the contract administrator may agree to payment terms of Net 60 on a specific CLM document. This deviation should be brought to the attention of contract approvers to ensure that all deviations from agency standards are approved in accordance with the approval policies. The Policy Deviation Rules feature helps you define all such agency policies and identify any variations from these policies on contracts.
If Contract Expert has been run on the CLM document, and you run the Deviations report, the system also runs the Contract Expert process. This evaluates Contract Expert rules and reports clause and policy deviations on the contract. If the results indicate that additional clauses should be included, some clauses should be excluded, or corporate policies have been violated, these will individually be reported as deviations.
Note: Contract Expert clauses added to the business document and then either made non-standard or replaced with an alternate clause are not reported as deviations.
Select Review Contract Deviations from the Actions LOV and click Go.
The Deviation Report appears, displaying the clause and policy deviations in the lower part of the window. The clause deviations initially appear sorted by Category - the deviation category.
Select the Generate for Approval check box if you want the Deviations report to be attached to the approval notification.
Selecting this option overrides the value of the profile option OKC: Generate deviations report for approval.
Note: You can generate the Deviations report for the approval of any version of a CLM document by selecting the Generate for Approval check box.
Optionally, click the Download button to save a copy of the Deviations report to your desktop. After downloading the report, you can edit it offline and attach it as a contract document with the category Approval Abstract. The Approval Abstract documents appear as attachments to approval notifications.
You can create and update deliverables either on a contract template or on a CLM document. While creating or updating a deliverable, you can also add attachments to the deliverable.
Note: During contract authoring, users can create one or more deliverables with a supplier contact associated with it. However, in order for the suppliers to follow through and manage these deliverables, they must have registered with Oracle iSupplier Portal as users of the application.
To create or to update deliverables, you must be in the process of updating the contract template or the CLM document. In either case, first click the Deliverables tab. Then if you want to create a deliverable, click Create Deliverable.
If you want to update a deliverable, you can perform either of the following processes:
Click the Deliverable Name link to view the deliverable first, then click Update.
Click the Update icon for the deliverable that you want to update.
To create / update a variable:
If you are creating or updating a deliverable in a revision of a business document, that is, where the version number is greater than 0, you can optionally enter text into the Amendment Description field, to document the changes you are making in the revision.
Enter the Deliverable Name. This is the name of the task being requested.
Select the Deliverable Type. You can select the following type of deliverable:
Contractual Deliverable: A deliverable on a contractual document. For example, Awards, IDVs.
Negotiation Deliverable: A deliverable on a negotiation document. For example, Solicitation, Request For Information, Response.
Internal Purchasing Deliverable: Internal Purchasing deliverables are not part of the contractual terms of a CLM document, and hence does not directly represent a formal commitment between the parties.
Select the Responsible Party. The responsible party is specified as the party that fulfills the deliverable. You can select Buyer or Supplier Organization from the list of values.
Optionally, enter the Description of the task and how to perform it.
Optionally, select the Buyer Contact.
The buyer contact is the person responsible for performing the deliverable, if you select the Buyer Organization in the Responsible Party field. In case the supplier company is responsible for performing the deliverable, the buyer contact is responsible to accept the fulfillment of the deliverable.
For CLM documents only: Optionally, select the Supplier Contact.
The supplier contact is the person responsible for performing the deliverable, if you select the Supplier Organization in the Responsible Party field. If the buyer organization is responsible for performing the deliverable, the supplier contact is responsible to verify the fulfillment of the deliverable.
Note: The Buyer Contact, Supplier Contact, Requester, and Escalation Contact are current employees. Inactive employees will continue to be used on deliverables - you will have to perform your own cleanup updates as required.
Optionally, select the Requester. This is the name of the person who has requested the deliverable. The requester usually verifies if the deliverable was completed satisfactorily.
Optionally, enter Comments. These comments are visible only to the internal users of buying organizations.
Select either Fixed Date or Relative Date. If you selected Fixed Date, select the date using the Calendar icon.
If you selected Relative Date, select Event, Before/After, and Period values. For a repeating deliverable, the start date is the date that you chose either as a fixed date or a date relative to a certain event.
For a repeating deliverable, select the frequency information as follows:
Select the Frequency as a number of weeks or months. For example, every 6 weeks or every 3 months. In the Repeat On field, select either the day of the week to repeat on (for a weekly frequency) or the day of the month to repeat on (for a monthly frequency) For a repeating deliverable, select the end date information as follows: In the Repeat Until fields, select either the Fixed Date or Relative Date radio button. If you selected Fixed Date, select the date using the Calendar icon. If you selected Relative Date, select Event, Before/After, and Period values.
Select one or more of the check boxes that match the notification scenarios:
Prior to Due Date: If you enable this check box, you must specify the (positive) number of days, weeks or months before the due date that the notification should be sent. The recipient of this notification is the contact of the responsible party on the deliverable.
Status Change: A notification is sent for any status change of the deliverable. Statuses could be any of the following: Completed, Submitted, Rejected, Canceled, or Failed to Perform. The recipients of this notification are the Buyer Contact, the Supplier Contact, and the Requester.
Deliverable is Overdue: A notification is sent when the due date of the deliverable is passed. The recipients of this notification are the Buyer Contact, the Supplier Contact, and the Requester.
Escalate after Due Date: The recipients of this notification are the Escalation Contact and the Requester. If you enable this notification, you must specify the Escalation Contact, and the number of days, weeks, or months until the escalation should occur.
Note: Except for Status Change notifications, the notifications are only sent daily as a result of running the concurrent programs Overdue Deliverable Notifier, Deliverable Due Date Notifier, and Deliverable Escalation Notifier.
Click Add Attachments, and define your attachment as one of following types: .
File: you can attach a file from your local desktop
URL: you can specify a URL where the document is available.
Text: you can enter information in the Text field.
You can click Apply, or, if you are creating a deliverable, you can click Apply and Create Another.
You can perform the following operations on contracts by selecting from the Actions list of values and clicking Go:
Validate: To validate contract terms, you can launch the validation process at any time during the contract terms authoring process. The system also validates contract terms automatically when a CLM document is submitted for approval.
Select the Validate option from the Actions list of values and click Go. The system performs the validation and displays the results. The system validates the contact terms for errors and inconsistencies. The system only displays errors related to contract terms, and not the warning messages. If applicable, fix the errors and resubmit the contract terms for validation.
For a CLM document with contract terms, you need to fix all the errors before resubmitting the document for approval.
Update Contract Details: Users can perform the following updates for their contracts using the Update Contract Details page:
Specify a Contract Administrator
Specify the Legal Contact
Specify the Authoring Party (Internal or Supplier)
Specify the Contract Source and also change the Source type from Structured Terms to Attached Document and vice versa
When the Contract Source is Structured Terms, select the contract template for the CLM document
When you select the Contract Source as Attached Document, you are required to upload a contract document and attach it as your contract terms for the CLM document. Use the Upload Contract action from the Actions list of values and click Go to upload a contract template of type Attached Document.
Current Contract Template displays the contract template that you have selected for your CLM document.
New Contract Template enables you to select a contract template to replace the existing contract template. Applying a new template will remove all contract terms. To retain the clauses and deliverables of the original template, select the Retain all Clauses and Deliverables check box. To retain only the deliverables of the original template, select the Retain all Deliverables check box.
Note: You can also apply multiple templates to the CLM document.
Upload Contract: If you have specified your Contract Source as Attached Document, select the Upload Contract action from the Actions list of values and click Go. The Upload Contracts page displays, with the following fields:
Current Contract Source: Displays the current contract source as Structured Terms or Attached Document.
New Contract Source: Enables you to specify if the contract source will be an attached document or structured terms.
Enable Structured Terms for Reporting: The check box provides the ability to report based on structured terms even if the contract source is Attached Document.
Select the Update Structured Terms Automatically check box if you want the system to detect changes in the uploaded file, and display them for review.
File: Click the Browse button to select a file from your local computer.
Description: Enter a descriptive text of your choice in this field.
Click Apply to save your updates. The Contract Terms page now informs you that the Contract Terms are represented by the document you attached. The document name is provided.
If you change the Contract Source back to Structured Terms, the system displays a message, warning you that the attached document you specified as the Contract Source will be moved to the Supporting Documents category. Select Yes or No, depending on your choice.
Updating the Contract Source - Scenarios
When you retain the value of Contract Source as Structured Terms, however, you change the contract template, that is, you explicitly select a value for the New Contract Template, then the following takes place:
All existing standard clauses are deleted from the CLM document.
All manually added standard and non-standard clauses are retained.
Any other changes, such as formatting and layout, are removed.
Clauses and sections from the latest version of the new contract template in the Contract Terms Library are copied into the CLM document.
The following scenario is where all of the conditions below occur:
You have changed the Contract Source from Attached Document to Structured Terms.
There is a value in the Current Contract Template field.
You have not selected a value in the New Contract Template field.
In this scenario, there was a previous occasion when the Contract Source had been Structured Terms, and you are now restoring the contract terms that were present then. Oracle Contracts automatically copies the Current Contract Template to the New Contract Template, and activates all the sections and clauses that existed previously in the CLM document; sections and clauses from the Contract Terms Library version of the contract template are not copied into the CLM document.
If the Contract Source is Attached Document, refer to the section Upload Contract.
Download Contract: Select this action to open the Download Contract page. Select one of the following file formats: Rich Text Format (RTF) or Word 2003 (XML): Select the Word 2003 (XML) option if you are planning to use the Automatic Import option. The Automatic Import option is supported only for World 2003 (XML) file format.
Select the Lock Contract Until Upload check box to prevent any changes to the contract while the contract is updated offline. The option to lock the structured terms is only available if the contract was not already locked either for editing or for review. Click Apply.
The system runs the Word Export function and downloads the document containing the sections, clauses, and variable values of the CLM document to your desktop.
Note: If your CLM document contains deliverables, the deliverables are not exported unless they are included as a variable inside a clause.
Lock Contract: You can lock the contract to prevent any changes to the contract. The option to lock the structured terms is only available if the contract was not already locked either for editing or for review.
Unlock Contract: If the contract is locked and you want to make it available for update, select the Unlock Contract action from the list of values.
Update Variable Values: Refer to the section Updating Variable Values for more information.
Validate: Use this action to view any errors, warnings and inconsistencies in the Contract Terms. This action is only applicable for those contracts with a Contract Source defined as Structured Terms. For documents whose Contract Source is Attached Document:
The only contract terms validation is whether a contract document exists with Category = Contract and whose Primary Contract Document flag is set.
Deliverables are validated.
Preview Contract: You can use the Preview option to generate a PDF file and download it to your desktop for printing.
Check for Clause Updates: Use the Check for Clause Updates action to view the list of clauses that have newer versions in the Contract Terms Library, and then select the applicable ones to apply to the contract terms. This action is used only when the Contract Source is Structured Terms.
Remove Terms: (applies only to base awards/IDVs.) After applying a contract template, you can remove all the clauses and sections that are in the contract terms. To use this feature the contract must be in its first version, in an unapproved status, such as Incomplete for an award or IDV. If the Contract Source of the business document is Attached Document, removing the terms will also delete the Primary Contract Document.
Review Contract Deviations: Refer to the Policy Deviation Rules section for more information on this action.
During the contract creation process, solicitation amendments and award modifications may contain some clauses and sections that are specific to the amendment or modification process. As per the federal regulations, the amendment specific clauses are present in the amendment document but should not be in the conformed document. That is, when the amendment (or modification) is merged with the base document to create a conformed document, the amendment specific clauses and sections should be dropped or deleted from the contract terms.
Users need to specify a default section in which all the amendment specific clauses will be placed during the amendment/modification process. When the amendment is merged with the base document to create the conformed solicitation or award, the system deletes the default section that contains all the amendment specific clauses. This ensures that the clauses are deleted (because the section they are in, is deleted) and do not get into the contract terms of the conformed document.
The default section has to be specified in the profile option OKC: Amendment Specific Section. For example, you specify Section J as your amendment specific section. During the amendment process, clauses A, B, and C are amendment specific clauses and you need to move them into Section J. After the amendment / modification is approved, Section J is deleted from the contract terms, so that the amendment specific clauses are not part of the conformed document.
When a solicitation is awarded to one or more suppliers and the outcome award document(s) are created, the contract terms are also copied from the solicitation to the award document(s). However, federal regulations require that if some clauses and sections pertain only to the solicitation process, these clauses and sections should not be copied over to awards, where they may not be relevant.
Note: Even if a non-provisional clause is placed under a provisional section, the clause will be dropped during the awarding process.
Select the sections (and clauses that are contained in the sections) that are to be deleted so that they do not get copied to the award document(s). Enter exact names of the sections to delete. CLM provides implementers with a custom hook that deletes the user-selected sections and their clauses. After the custom hook is executed, users can check the awards to verify that the provisional sections and clauses are not in the contract terms of the award documents. For more information on the custom hook OKC_CODE_HOOK.IS_NOT_PROVISIONAL_SECTION, refer to the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
Contract Expert is used to create rules and questions that require user responses. Based on user responses, new clauses and sections are added to the contract terms. The newly added clauses are added to the default section specified in the Clauses > Clause page. Access the Clause page using the Contract Terms Library Administrator responsibility.
You can also add the clause to sections other than the specified default section if you select the section name and associate it to a variable value. The Clause page has an Additional Section Mapping region that you can use to associate the section to a variable value. For example, the variable Document Format (found in the Solicitation Header) has values such as COM, UCF, and so on. Thus, if you select Document Format as the Variable Name, the Variable Value list of values display all the variable values (COM, UCF, and so on) for that Variable Name. Select a section name (for example, General Terms or Section K) from the Default Section list of values. You have now associated the section to a variable value. Click Add Another Row to associate another variable value to another or the same section.
Apart from the variable Document Format, you can create user-defined variables such as Time Period or State of Jurisdiction or any other variable value that meets your agency requirements.
Navigate to the Contract Terms page using the appropriate CLM responsibility. Run Contract Expert and you will notice that the sections you associated with the variable value for that clause will be visible in the Contract Terms page. The sections will contain the relevant clauses.
The provisions and clauses in FAR and DFARS are used by agencies to complete their contract terms. This has led to inconsistencies and redundancies in usage of the clauses and provisions. In order to standardize and streamline the usage of clauses and provisions, the Department of Defence has created a centralized website called Clause Logic Service. This website provides the facility to incorporate clauses and sections in documents such as awards or solicitations in their contract terms. Thus Clause Logic Service acts as a sort of remote Contract Expert, that brings in clauses to the contract terms, based on certain rules and questions that the user has to answer.
The government maintains the Clause Logic Service as a centralized repository to store clause text and clause logic. CLM, as one of the registered contract writing systems, sends indicator values (such as Document Number, Contracting Office, Funding Agency, Dollar Value) to the Clause Logic Service (CLS) system and these indicator values are used to determine which clauses and provisions that CLM document (award or solicitation) is going to need. Then CLS sends the required clauses and provisions to the requesting CLM document and the clauses are inserted in the appropriate sections in the Contract Terms page.
Using the appropriate CLM Sourcing or CLM Purchasing responsibility, open a draft solicitation or a draft award. Navigate to the Contract Terms page (CLM Sourcing : click the Contract Terms link in the left pane of the page. CLM Purchasing: Select the action Update Contract Terms or Add Contract Terms from the Actions list of values from the award). The Contract Terms page displays and you need to apply a template that is CLS enabled to the CLM document. If a template that is not CLS enabled has been applied, you can remove it by clicking the Remove Terms action from the Actions list of values. Then select a template that is CLS enabled from the Contract Template list of values and click Apply Template. This will enable you to start the clause logic service.
For more information on setting up contract templates as CLS enabled, refer to the Oracle Contract Lifecycle Management for Public Sector Implementation Guide.
In order to start the Clause Logic Service to bring in clauses to your contract terms, select the Start Clause Logic Service action from the Actions list of values and then click Go. You get a confirmation message that the Clause Logic Service has been started successfully, which means that CLM has connected successfully to the Clause Logic Service website.
The CLS web page displays, with a DoD Notice and Consent Banner. Read the terms and conditions and then click I Agree to continue.
The CLS web page now displays a Getting Started screen that explains the process you need to follow to use the Clause Logic Service website. Read the instructions and then click Continue.
The Regulations page lists the various federal rules that you will need in your CLM document (award or solicitation). This list of regulations is generated based on the indicators that CLM has sent to the Clause Logic Service from your CLM document (award or solicitation). Thus, Document Number, Funding Agency, and so on are sent to CLS from CLM and using these indicators, CLS has determined which clauses and regulations apply to your CLM document.
The upper right region of the Regulations page shows you the CLM document number that was created in CLM. The region also shows the last updated date/time for the CLM document. The Prescribed Clauses region displays the number of clauses that are required, optional and removed.
The main region lists the Applied Regulations and the Available Regulations to the CLM document. Click the Modify Regulations icon near the Applied Regulations title in order to update the Applied Regulations list. You can add or remove regulations and save your list, which will be applied to the CLM document.
Click Continue to navigate to the Basic Info page. You need to provide CLS with some Procurement Document and Performance details in order to proceed. Click the Start button next to the Procurement Document title and then specify which agency / department this procurement document originates from. Select an agency / department by clicking the appropriate radiobutton and then click Continue. You will be prompted to select a document type – Contract (Award) or Solicitation. The next page asks you which type of solicitation instrument vehicle, then which contract instrument vehicle, and which Forms (SF1447, SF33, and so on) you will be using. Select from the lists and click Continue.
Click the Start button next to the Performance title and then specify the Period of Performance (in Days), and Places of Performance to CLS and click Continue.
The Regulation Info page displays, where you need to click the Start button near each regulation title in order to answer various questions put to you by the Clause Logic Service. Your responses will determine the regulations and relevant clauses that will be part of the Contract Terms of your CLM document. Click Continue when you are done with answering the questions and the Error Check Summary page displays, informing you that an error check has been performed on your document. Click Continue to the Running Rules page, that generates the clauses and appropriate sections for the CLM document.
The Procurement Document Review page displays the relevant clauses and sections that will be part of the contract terms of your CLM document. You can still opt to add clauses that you think should be a part of the contract terms. Select the Print icon to print the clauses and section in pdf or odf format.
From the Contract Terms page, in Solicitations or Awards, navigate to the Actions list of values, select the action Retrieve Clauses from Clause Logic Services and click Go. The clauses and relevant sections are retrieved from the CLS website and are placed appropriately in your contract terms page.
If you need to add or remove clauses from the Contract Terms page, and the clauses have been brought in from CLS, first remove all the clauses, by clicking the Remove Terms action from the Actions LOV. Then invoke CLS by selecting the action Start Clause Logic Service and clicking Go. This will launch Clause Logic Service again, and you can add or modify the clauses and sections you need.