Automating Time-Consuming Legal Review Of Frequently Used Agreements

Monday, November 26, 2012 - 11:16

The Editor interviews Joseph W. Secondine, Jr., Vice President, Deputy General Counsel & Assistant Secretary, Life Technologies Corporation. Life Technologies is a global biotechnology company with customers in more than 160 countries using its innovative solutions to solve some of today's most difficult scientific challenges.

Editor: Please tell our readers about Life Technologies’ business and your responsibilities at Life Technologies.

Secondine: Life Technologies is a biotechnology company with 10,000 employees, sales of $3.5 billion in 2011 and a global presence. Our products are used by molecular biologists, pharmacists, and academics in many research applications. Our kits identify genetic samples for things like paternity testing and forensics for police labs, animal health and food safety. Other products are used to test for pathogens in the food supply or in veterinary clinics. Some call us a biotechnology tool company.

Life Technologies’ legal department prides itself in working very closely with our business. Our goal is to achieve great outcomes for the company while limiting its exposure to liability. The legal department’s staff includes about 130 employees.

As deputy general counsel and assistant secretary, I head a group that is responsible for day-to-day transactional matters handled by the legal department, including negotiating contracts, reviewing marketing materials (including advising with respect to sweepstakes and promotions), prosecuting patents, trademarks and copyrights, and addressing all legal issues that come up in the ordinary course of our company’s business.

Editor: What challenge did Life Technologies seek to meet by implementing a contract automation solution?

Secondine: We had already developed software in-house that was being used for confidentiality agreements, material transfer agreements and consulting agreements using templates that were pre-populated with key fields.

We process about 1,000 of those agreements per year. The challenge that we faced was that this system still required a lot of manual review by our paralegals and sometimes review or negotiation by our attorneys. We were looking for a solution that would take the next step. That meant limiting the variability of the inputs into high-volume routine agreements and creating template agreements that were fair, short, and use easy-to-understand plain English. Our goal was to enable our employees to use pre-approved agreement forms with limited variables that could be generated and sent to counterparties instantly – and ContractExpress enabled us to do that. 

Editor: What was the response of the business people to ContractExpress?

Secondine:  The response has been overwhelming. I recently got an email from one of our vice presidents who was amazed that he was able to go from entering a request into ContractExpress to a fully executed confidentiality agreement in just under three hours.

We in the legal department really value that kind of unsolicited positive feedback, and we’ve been getting a lot of it. We call those raving fan emails, when they are unsolicited, “Oh my gosh, I can’t believe how great this is” emails. They carry a lot of weight with us.

Editor: How has automation impacted the legal department?

Secondine: To the extent you automate high-volume routine matters at the base of the pyramid of expertise by using ContractExpress, you free up paralegals and attorneys to focus on more complex and strategic matters higher up on the pyramid, thereby contributing to a huge increase in their productivity.

Editor: Why did Life Technologies select ContractExpress?

Secondine: For us, the key advantage of ContractExpress is the flexibility that it affords to change the template on a provision-by-provision, paragraph-by-paragraph basis depending on the user inputs. The ContractExpress system uses drop-down menus and yes/no questions wherever possible rather than simply asking people to fill in blanks. The more you can lock down the choices, the better control you have over the end result.

Editor: In what types of agreements is ContractExpress used?

Secondine: It is currently being used in confidentiality agreements as well as material transfer agreements, which are similar to confidentiality agreements but involve a transfer of a physical material, which could be a sample or something that somebody’s testing to see if they like it before they buy it.

We are looking to expand the use of ContractExpress for supply agreements and possibly supply and license agreements. We also contemplate using ContractExpress to develop agreements we plan to send out when responding to requests that we receive on a regular basis, such as for prototype testing or equipment donation.  We are also working on other applications for suppliers as well as customers. The templates that we’ve rolled out so far are designed for use with counterparties.  

At the moment, we are not using ContractExpress with suppliers and customers as such, but only where they are counterparties for the types of agreements for which we have designed templates. So, if a customer is seeking to enter into a confidentiality agreement, that is definitely something that would be handled through ContractExpress today.

Editor: Have you been able to calculate the amount of time saved by using ContractExpress?

Secondine: We expect to save the equivalent of five full-time paralegals in productivity gains. ContractExpress is still in the early phases of implementation (it has only been used for about a year), but we believe we are going to meet that target.

Editor: How about the dollar impact to the bottom line?

Secondine: The legal department’s budget is usually flat or declining year over year. We have not broken out the dollar savings from ContractExpress and the legal department’s other automation initiatives (including with respect to e-discovery) that we have implemented. Collectively, they have reduced our external spend by over $1.5 million in 2012 as compared to 2011.

Editor: Please explain how you implemented ContractExpress and the timescale?

Secondine: We secured our license to use ContractExpress in July 2011 and went live with our first template in November of that year. As with any new software implementation, there was a steep learning curve. However, the Business Integrity team supported us as we were learning how to implement the software and create document templates. It helped us troubleshoot technical matters and other issues that we encountered while we were implementing ContractExpress.

Fortunately, the employees in the legal department understood the legal and business rationale behind the provisions that we have in our agreements. Because we had another system in place before ContractExpress, our employees understood what variables should be present and what types of changes we needed to make depending on the business users’ answers.  

With this background, we were able to implement ContractExpress with a good idea of what the conditional rules would be. So, creating the templates began right away. It was quite an intense process. What we found was that while the initial template creation required a lot of dedicated time from the team, that time has paid off. We now have an effective tool that allows us greater consistency in utilizing like provisions across different types of our agreements. ContractExpress has enabled us to make changes to any of those provisions in an efficient and comprehensive manner.

Editor: What’s next? Are you planning to expand the scope of the system and, if so, in what way?

Secondine: One of the good things the investment of time that we’ve talked about brought is that the experience gained is reusable. The conditional rules and experience that we developed for templates that we’ve already implemented in ContractExpress can be reused for additional templates, and that makes the work easier to ramp-up.  Obviously, now that we know the template creation process, that also contributes to a faster ramp-up.

We are evaluating more types of agreements to include.  This is made easier because ContractExpress is a scalable solution. We have found the software to be extremely flexible and powerful. Therefore, we are prepared to satisfy requests for applying it to other kinds of high-volume agreements.

Editor: I would assume that you will be calling on the Business Integrity team to help you as you develop your plans for expanding the use of ContractExpress?

Secondine: They’ve been very good at helping us to brainstorm about how to apply ContractExpress to other types of high-volume agreements and to troubleshoot when problems arise.

Editor: How has the implementation of ContractExpress affected the reputation of the legal department?

Secondine: Much of our work involves providing legal advice with respect to proposed actions of management.

Our motto here in our legal department is that it’s not our job to say no, it’s our job to say how management’s goals can be legally achieved.  Often lawyers are perceived as a roadblock that slows the efforts of the business people to achieve their goals; this is particularly true in the case of agreements that in the past required legal review of each agreement.

Contrary to this stereotype, ContractExpress gave us another important opportunity to demonstrate that we indeed are lawyers who think outside the box by finding ways to automate legal routines. We proactively brought to the attention of management a way to avoid time-consuming legal review of individual agreements.  We were able to facilitate greater alignment and involvement with our internal business clients by demonstrating that we understand their priorities and are addressing them in the most efficient manner possible.

Editor: Do you have anything else to add that you think will be of interest to our readers?

Secondine: We are always on the lookout for ways to improve service to our business colleagues. Process improvement and automation have really made a difference. Business Integrity has been a significant partner in helping us to achieve a faster turn-around, better productivity and greater transparency in the way that we prepare and negotiate agreements. We are looking forward to continuing what has been a great relationship.

Please email the interviewee at joseph.secondine@lifetech.com with questions about this interview.