Canadian Lawyer InHouse

MAY/JUNE 2019 40 INHOUSE L a w D e p a r t m e n t M a n a g e m e n t senior corporate counsel and chief privacy officer at Xerox Canada Ltd. in Toronto. Recently, he has moved to TD Bank as senior counsel. As a multinational company, Xerox has been moving toward what Bourque calls a "shared services model across the globe." Practically speaking, this means that Xerox's Canadian arm works under the Xerox Americas banner. As a result, Bourque, who has been called to the bar in both Ontario and New York, is responsible for providing legal advice to the company's operations in the southern and western parts of the United States, in addition to being responsible for all of Canada. Currently, Xerox is rolling out a contract lifecycle management system from Apttus Corporation across its U.S.-based opera - tions. (Canada is next on the list to receive the system.) Given his work with the U.S. divisions, Bourque is currently using the software, which is integrated with Sales- force (the customer relationship manage- ment software used by sales teams) to create and manage contracts. In addition to having a centralized and easily searchable repository for all of its documents (including amendments, trans - action documents and statements), which Bourque said improves his access to docu- mentation "tenfold," he says the company now has a tool to ensure contracts better and more consistently reflect the company's business needs. Bourque says standardizations have been built directly into the system in order to en - sure that certain positions such as financial clauses regarding payment terms or indem- nification issues such as early termination charges are "consistent from lawyer to law- yer to agreement to agreement." For lawyers used to exercising their cre- ativity in writing up documents, he says working within a system that establishes tight confines can present a bit of a chal- lenge, but it doesn't eliminate all possibili- ties for finding unique solutions, especially "when you're dealing with a new situation where you've got a bit of a wrinkle in a deal, and balancing that need for efficiency and standardization with your own creativity." Overall, he believes any trade-offs caused by the automation and standardization that come with contract lifecycle management systems are positive ones for businesses. "It's going to make you much more effi - cient as counsel and it's going to make the business that much more nimble. It's going to allow the company to accelerate its time to revenue, because it's going to increase the speed at which data circulates within the organization. And it's going to increase the speed at which contracts are signed," he says. While Xerox is taking a standardized ap - proach to its contract lifecycle management implementation, Celestica Inc. finds having a system in place makes it easier to produce customized contracts for each of its suppli - ers and customers. Robert Ellis is senior vice president, legal, of the Toronto-based company, which was originally an IBM manufacturing facility before being spun off into its own entity. Today, the company has plants around the world and produces not just electronic parts for computer and communications compa - nies, it also designs and manufactures health technology products, solar panel compo- nents, smart metering devices and electronic hardware for appliance manufacturers. Ad- ditionally, it offers warranty and end-of- product-life support services for its clients. According to Ellis, Celestica has what he describes as "a couple hundred custom- ers, the top 20 or 30 of which are driving a lot of [our] revenue" and 5,000 to 6,000 parts and components suppliers. All of this means plenty of individualized contracts and agreements. "We don't have a cookie-cutter approach to our contracting. Customers typically are the ones who have drafted the contract, and they ask us to negotiate with their form. It's not as if Celestica produces its own standard-form documents, rolls it out and then requires customers to sign up to some negotiated form of Celestica's agreement — it's the opposite. We work off of their contracts. And, essentially, it's an uphill ne - gotiation to bring things into line with our expectations as a supplier," he says. Ellis says that while Celestica does rely on contract lifecycle management software to act as a tickler system and provide early notification when contracts are coming up for renewal (a requirement that he called "table stakes" for any company dealing with a large number of contracts), his department has "developed a set of contract policies that guide us about who the correct approver is to make business decisions in approving a given contract. It's very focused not just on legal matters but on business matters as well. And we developed policies that help us guide negotiation strategy, as well as ap - provals for when that negotiation has been completed and we now need to make sure the company as a whole is going to sign off on things." Celestica's legal team has also worked closely with its finance team to "come up with a high-, medium-, low-risk assessment of individual terms that come up with a cus - tomer for assessment." For example, Ellis said the company has solid data on circuit board failures over time, so "when it comes to a customer ask- ing for a three-year warranty versus a one- year warranty on a product, we can use predictive models from our manufacturing experience, and say very realistically, based on what we know about the design of this particular electronic device, the failure rates are going to be such-and-such within the first week of delivery, the first year of delivery or the first three years after deliv - ery. We can figure that out and price for it." In addition to ensuring that signing a deal won't lose the company money, Ellis said that managing contracts means taking a hands-on approach to reviewing how well suppliers are living up to their ends of con - tractual agreements. Ellis says that whenever Celestica signs a contract with a company to supply com- ponents to one of its global manufactur- ing facilities, the first thing his team does is draft a very short summary of the con- tract, which is then sent to the plant. The summary is written in such a way that it is easily understood by people who may have English as a second language and is a "very simple description of what the key terms are so they are able to a) comply with the contract but b) make sure the customer complies with the contract as well." Then, twice a year, Ellis' team surveys all plants. The team asks the plants if they are adhering to the agreement, but more impor -

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