Currently CMx supports below languages as part of internationalization and localization efforts, however, the goal is to support all available languages at some point.
if you think a language is missing in below list, let us know at support@sysintellects.com and we will gladly add the language in the next immediate release:
All the emails generated from CMx are by default with an email address named: “noreply@sysintellects.com”
As a CMx administrator who have access to Company Profile and Advanced Configurations, there is an option to change that “noreply@sysintellects.com” to your own company email by following below steps:
Step 1: Request your IT team to Create a new (or use existing email) SMTP email inbox for use by CMx . For example: contract-management@yourcompany.com . Make sure your IT team provides you the configuration description values especially the underlined ones.
Step 2: Add below configurations to Company Profile → Advanced Configurations
In Order to configure custom SMTP email - from address instead of using “noreply@sysintellects.com” , Go to Company Profile → Advanced Configuration and add below configurations with correct values.
Goto Manage Configurations from Logout Menu and then Click on Create New Configuration.
Following account level configurations are supported by CMx.
Contract Stage and Status
Download URL: https://s3.amazonaws.com/cmx-downloads/CMxWordSetup.msi
How to install the Word Plugin
- Once the user logs into the application, by clicking on his username, a user will be able to see a menu option "Download Word Plugin". Clicking on "Download Word Plugin" will download the installer locally which can be installed.
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2. Double Click on the Installer Downloaded to proceed with the installation
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3. Click on the "Next" button.
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4. Click on the "Next" button.
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5. Click on the "Close" button and on opening MS Word, a user should be able to see the CMx plugin.
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6. The user can sign in by Clicking on "Sign-in" option from the menu. Once the user logs in by providing valid credentials, the menu options to search Clause Library, Contract, Templates etc.
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Search for Existing Clauses in the System.
Once the user has successfully signed in, Clicking on "Clause Library" will provide the user with an option to search for the Clauses created for the Organization, based on Clause text or based on Clause Category
By selecting the clause category and clicking on "Search", the application will display the clauses for the selected category
- Search by Clause Category
- Search by Clause Name
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A user can drag and drop the clause from the results to the document pane.
Search for all Existing Clauses list in the System.
Clicking on "Clause Library" will provide the user with an option to search for the Clauses created for the Organization, based on Clause text or based on Clause Category
By clicking on "Search", an application will display the list of all the clauses in the system.
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Search for existing Contracts in the system.
Clicking on "Contract Repository" will provide the user with an option to search for the Contract created for the Organization. The application provided the user to search by Contract Number, Contract Title, Contract Owners, Department, Location, Contracting Party, Contracting Party type etc.
Ex: Search by Contract Number:
Enter Contract Number in the Keyword field and select "Contract Number" and click on "Search".
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Ex: Search by Contract Title:
Enter Contract Title in the Keyword field and select "Contract Title" and click on "Search".
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Ex: Search by Contract Owners
Enter Contract Owners in the Keyword field and select "Contract Owners" and click on "Search".
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Ex: Search by Departments:
Enter Departments in the Keyword field and select "Departments" and click on "Search".
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Ex: Search by Locations
Enter Locations in the Keyword field and select "Locations" and click on "Search".
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Ex: Search by Contracting Party
Enter Contracting Party in the Keyword field and select "Contracting Party" and click on "Search".
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Ex: Search by Contracting Party Type:
Enter Contracting Party Type in the Keyword field and select "Contracting Party Type" and click on "Search".
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Ex: Search by Document Attachment Contents:
Select "Document Attachment Contents" and click on "Search".
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Ex: Search by Document Attachment File Name:
Enter Document name in a keyword, Select "Document Attachment File Name" and click on "Search".
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Search for existing Contract templates in the System
The application provides the user to search for existing Contract templates in the system, which are tied to a Contract type. The user can search for those templates, and modify those templates from the Authoring plugin
Clicking on the Templates, the menu option will provide the user with options to search for Contract types in the system.
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The user can double click on the template document attached and make modifications to the template and save the document.
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CMx Word Plugin Screenshots:
Using Generate Contract function, you can generate word documents from MS Word template embedded with custom field values (When required) with the click of a button and share it internally or externally within CMx.
See Quick Demonstration Video here:
https://drive.google.com/file/d/1VpirdthME1VcClqgOUYCiGRii0kPXrp8/view
Follow below setup for creating a word template and annotating the word template with replaceable values wherever required within the word document:
(1) Creating a Microsoft Word Template Document.
Download Here. (Note: This is a simple .docx file with annotations which is used as a master template document for generating further documents from it)
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Note the annotations within ${}, these are the dynamic fields CMx replaces with actual values when generating the word contract document. For example ${ContractingParty} refers to the party name with whom the contractual obligation is being made.
Reserved Keywords (NOT to use in Custom Field Names)
Annotating Commonly Used Fields
Annotating using Default Main Fields
By default CMx adds below properties into the generated document when embedded within the word template document:
Annotating using Custom Fields
Use below steps to annotate MS Word document using Custom Fields.
- Create Custom Field Form in CMx without any white spaces.
- Use the same exact field name (case sensitive) to annotate similar to default main fields above
- For example, if the field name is: BillingRate, the annotated value in the template will be: ${BillingRate}
Note: Spaces and special characters are NOT allowed in custom field annotations, means no ' and ô or any other special characters.
Supported Additional Template Fields
CMx adds below properties into the generated document when embedded within the word template document:
(3) Generated Contract Document:
And the Contract Generated will have the data in tabular format once annotated correctly.
(2) Create Contract Template in CMx with the MS Word document annotated in Step 1.
Click on Contract Templates from the left navigation menu and then on Create Contract Template.
Enter a name and description for the contract template and browse for the MS Word document template created in Step1 and click on Create button.
Verify that the Contract Template is created successfully in the Manage Contract Template screen.
(3) Create Custom Field Form in CMx if there are any custom field values that are required in the generated Contract Word Document. (OPTIONAL STEP)
Click on Custom Field form on the left navigation menu.
Provide and name, description for the custom field form. Drag and drop required custom fields.
(NOTE: White spaces are not supported in custom field names for generate contract annotations. For example: "Billing Rate" is not supported. The correct field name is: "BillingRate")
Drag and drop a single line text from right to left section.
The new field will appear like above with label as "New text".
Click on the second icon pointed by the red arrow and it will bring up the Options dialog screen.
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Provide Label name without numbers or special characters or white spaces as above and click on Okay button.
Provided Label name should be visible above the custom field text as similar to below.
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Add all the required single line text fields that you need following above steps.
Once done, Scroll all the way down and click on Create or Update button to save the custom field form.
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(3) Create a Contract Type and attach the Contract Template and Custom Field Form created in step 1 and 2 above.
Click on Contract Types from the left navigation menu and click on create contract type.
Provide Name and description and select the contract template created in step 1 above and custom field form in step 2.
Click on Create/Update.
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Verify in Manage Contract Types screen that a record exists with the details of updates that you made above.
Admin User can assign permissions to the newly created and existing roles. business users can Manage and Create Permission Schemes.
Manage Permission Schemes screen displays the list of all existing Permission Schemes. To view the manage screen, click on Permission Schemes link in the menu under Administration.
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In the Manage Permission Schemes screen, click on Create button to create a new Permission Schemes, click on Edit button to update an existing record, click on delete button to delete the record.
Click here: 3. Permission Schemes for knowing more on how to Manage Permission schemes...
CMx provides ample feature for specifying Roles to different users based on the tasks they need to perform.
Admin User can Manage details of each Role. In Role business, users can Manage and Create Role.
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Manage Role screen displays the list of all existing Role. To view the manage screen, click on Role link in the menu under Administration. In the Manage Role screen, click on Create button to create a new Role, click on Edit button to update an existing record, click on delete button to delete the record.
For more Information on how to do the Create/Update/Delete Role click here: 4. Role
Users are the inevitable part of any Contract Management systems.
Admin User can Manage User details. Business users can Manage and Create User.
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Manage User screen displays the list of all existing User. To view the manage screen, click on User link in the menu under Administration. In the Manage User screen, click on Create button to create a new User, click on Edit button to update an existing record, click on Reset Password button to reset the password for that particular record.
For more information on how to setup a user click here: 5. User
Admin User can Manage Company Location details.
In Location business, users can Manage and Create Location and these locations will be associated with different Departments.
Manage Location screen displays the list of all existing Location. To view the manage screen, click on Location link in the menu under Administration.
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Note: The Location associated with specific Department, if that Department is associated with particular Contract, then the Location cannot be deleted.
For information on how to do the Create/Update/Delete Location click here... 2. Location
Department is a specialized functional area within an organization or a division, such as accounting, marketing, planning, etc. where the admin user can manage company’s department details.
Admin user can manage Company department details. In Department, business users can Manage and Create departments.
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Each department is assigned to locations and Location cannot be deleted unless that department is used in any of contracts...
For more details click here....: 1. Department
Contract Clause Category concerns with specific clauses.
Clause Category conceptualize the idea of grouping clauses of specific category or buckets so that it makes organizing clauses easier.
For example, all the Legal clauses can be categorized into Legal Clause.
Click here: 2. Clause Category to know more about how to Create/Edit/Delete actions are done in Clause Category.
Special Terms and Conditions for the Contracts are stored in Clause Library.
Clause Library is the central storage area where all of your organization's clause text's are stored so that they can be reused again in new or existing contracts.
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For knowing more about how to implement Create/Edit/Delete on Clause Library, click here: 1. Clause Library
These are Standard forms of contract which is usually a pre-printed contract containing set clauses.
This feature provides user to manage contract templates which can contain user-defined custom fields.
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Contract Template is the centralized area where all the template documents across the company can be stored and updated. A contract template is used in Generating Contract using CMx.
In this feature, the user can Manage and Create a Contract template.
Go to Contract Template from menu, Displays Manage contract Template page, where a user can see following columns in a grid.
1.Template Name
2. Description
3.Status
4.Action
For more details on how to work on Contract Template, click here: g. Contract Templates
Contracting Party type refers to the various types/buckets contracting party can be categorized.
This feature provides user to manage contracting party type.
For more details on how to Create/Update/Delete, Contracting Party clicks on the link : i. Contracting Party Type
Contracting Party is the business entity that enters into a legally binding contract with the current organization who creates the contract.
This feature provides user to manage contracting party details.
While creating Contracting Party user need to provide details of all the entities in the Contracting Party form along with Contact details.
Click: h. Contracting Party for more details on how to implement Contracting Party[Create/Update/Delete].
Custom Field Form is a user-defined form with multiple control definitions using a designer and a name.
Click on Custom Field Form from the menu, Manage Custom Field Form Page displays with following columns in the grid.
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Custom filed form feature helps the CMx user to customize the forms as per the user needs in an effective and easy manner.
For how to Process Custom Field Form details click here: f. Custom Field Form
Contract Types are used to classify a contract based on the functional context.
Manage contract type screen displays the list of all existing contract types. To view the manage screen, click on Contract Type link in the menu.
In the Manage contract type screen, click on Create Contract Type button to create a new contract type, click on Edit button to update an existing record, click on delete button to delete the record.
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For the step by step procedure to How to Create/Edit/Delete, Contract Type click here: e. Contract Types
Workflow is a Progression of steps /tasks that comprise a work process, involve two or more persons.
This Provides user to define a workflow for contract approvals.
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For more info on how to work with Approval Workflow, click on the link: k. Approval Workflow
Once a contract has been created in the system, contract owner can send the contract for Review as per the workflow configured for the contract
Pre-requisite: A workflow should be created in the system and the same should be assigned to Contract.
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For sending a contract for internal review click here to follow the steps involved: f. Sent For Internal Review
CMx provides options to restrict view and edit access at the contract level.
To access this feature goto Create or Edit Contract which you want to restrict access to and Click on the Lock Icon towards the top right of the Contract Screen.
This user action will bring up the Restrictions Pop Up where the user can select the user(s) and/or group(s) with whom the access of the contract is to be restricted.
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Once the User(s) and/or Group(s) are selected, click on Save Changes to finalize the changes. This action enables the contract to be visible or editable or both for the set of user(s) and/or Group(s).
CMx user can export the contracts that he has access to.
- Click on Export Contracts link from the left navigation menu and then again click on Export Contracts, page displays with existing contracts in the system.
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- Choose the contracts by checking the checkbox, which has to be exported.
- On selecting the contracts, click on "Export" tab on the extreme right side of the export screen.
- All metadata goes in as a single excel file, with all contract details.
- Each individual folder named with contract number-contract title format.
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The extracted excel file :
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CMx provides a distinguished feature to Import external Contracts and Contracting Party into the system.
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There are two options to fulfill the Import actions.
a. Basic Import
b. Import by Contracting Party
While importing Contracts user needs to correct the errors in Pre-validation Grid and Click on Import button on right side corner to import the validated contracts.
The imported actions can be viewed in Import Status Tab.
For more details on how to import a Contract or Contracting Party, click on the Link: l. Import Contracts
CMx provides ample feature for searching any type of data in CMx both text type content in text documents and from image files as well.
Advanced Search facility can be utilized by users to accomplish all the searches in CMx by both Filtered Search and Full-Text Search, thereby searching any content in contracts of CMx.
The Advanced Search Menu is linked to the Contract Repository and user can select that option to do the searching in CMx
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For more details on How to do Advanced Search, click here: b. Advanced Search
Users who have permission to delete a contract already existed in manage contacts list can be purged by the user.
The Purge Contract option is attached to Contract Number submenu in manage contract as well as in Advance search Filtered Search- Contract Number link
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Click on the following link to get more information on How to Delete a contract: j. Purge Contract
Contract Creation is one of the most important activities in Contract Management system.
Any user who have to create permission assigned to creating a contract can create a new contract by adding documents, Clauses, Milestones, Notes, Restrictions etc...
For Creating a contract user can either click on the Create Contract Button in the Manage Contract Page or can choose the direct link in Contract Repository submenu.
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For Detailed information on how to Create a Contract, click here: d. Create Contract
Manage contracts screen displays the list of all existing contracts in a centralized Grid with many features added to it for accomplishing different purposes on each contract.
To view the manage screen, click on Manage Contracts link in the menu.
In the Manage contracts screen, the user can notice different options, one to Create contract button to create a new contract, click on Contract number drop-down, where you can see different actions and Contract Settings Button to set values on contracts while create/update.
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For more information on How does Manage Contract Works, click here: c. Manage Contracts
Getting Started
This session gives the User hints on how to accomplish each action on CMx.
a. How to work on Manage Contracts in CMx?
b. How to Create Contract in CMx?
d. How to do Advanced Search in CMx?
e. How to Import Contracts to CMx?
f. How to Export Contracts from CMx?
g. How to Restrict Access At Contract Level?
h. How to Sent a Contract for Internal Review?
i. How to Create/Update/Delete Approval Workflow?
j. How to Create/Edit/Delete Contract Types?
k. How to Create/Edit/Delete Custom Field Form?
l. How to Add/Edit/Delete Contracting Party?
m. How to set up Contracting Party Type in CMx?
n. How to Set up a Contract Template in CMx?
o.How to Access Clause Library?
p. How to work on Clause Category?
q. How to Create/Update/Delete a Department?
r. How To Create/Update/Delete Locations in CMx?
s. How to Setup a new user in CMx?
t. How to set Roles for Users?
u. How to Manage Permission Schemes in CMx?
Email notifications in CMx may be configured with custom email formats in html or plain text. Please use Manage Configurations to create configuration name and description described below for customizing various email template formats:
Approval and Sign notifications:
Configuration Name:
Mandatory variables in email template (Must be available):
Example:
Configuration description:
Contract Expire notification:
Configuration:
Mandatory variables in email template (Must be available):
Share Document notification:
Configuration:
Example:
Milestone Expired notification:
Configuration:
Possible variables:
Request Creation Successful:
Configuration:
Possible variables:
New User Invite notification:
Configuration:
Possible variables:
Sign Request notification:
Configuration:
Possible variables:
Sign Complete notification:
Configuration:
Possible variables:
The final signed PDF document will be attached to email message.
Send Contract to External Review notification:
Configuration:
Possible variables:
Send notification on complete the Manual signature:
Configuration:
Possible variables:
Contract Send for Approval notification:
Configuration:
Possible variables:
Contract Requested Changes notification:
Configuration:
Possible variables:
Workflow Step approval notification:
Configuration:
Possible variables:
Task Reminder notification:
Configuration:
Possible variables:
Report notification:
Configuration:
Possible variables:
HTML Sample
This section provides details about the various email notifications and other types of alerts generated by CMx.
Contract Expiry Email
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Contract Review Request Email
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Approval Workflow Step
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Shared Document Notification Mail
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Milestone Review Notification Email
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Contract Sign Request Email
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Signature Completed Email
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CMx Contract Experience product is available in two versions:
(1) Cloud Contract Management Software
(2) On-Premise/ In-Office Contract Management Software
CMx provides product support for all its features and users can ask queries and sent feedback to:
Email support@contractexperience.com
Thank You!
In order to configure custom email sender address, below steps needs to be done and confirmed by someone from your IT team so that CMx can use your preferred verified sender email:
(1) Create a new email address inbox, which will be used to send automatic notification emails from Contract Management System (CMx). We do not need access to this email inbox and only you will have access.
Examples:
contracts@yourdomain.com
notifications@yourdomain.com
cmx@yourdomain.com
This shall be a “noreply” kind of email. for which you can be the “owner” of this address.
(2) “n order to configure the sender email in CMx instance, there are few steps that need to be done by your IT or someone who can access to your domain (yourdomain.com) DNS records:
The steps include verification of the domain, DKIM and SPF settings of the sender domain which is explained in detail in below URL , so the person should have access to make additions (adding TXT records) to the existing DNS records.
Below is a sample of our current configuration for "noreply@sysintellects.com" for which you can see that it is verified (all green checks) , DKIM Valid and SPF Valid.
(3) Once above 2 steps are done please confirm back to us at : support@sysintellects.com and we will check and make sure it shows green and do the rest of the configuration.
For best user experience with CMx, enabling below browser setting is recommended:
- Add your CMx URL to trusted sites in your Browser.
For example if you are using IE 11 , follow below steps (Note: In different browsers , this setting will be usually in Browser Options or Browser Preferences)
In IE 11, Click on the Tools Settings icon → Internet Options → Security Tab → Trusted Sites → Click sites button
This section covers all best practices, standard operating procedures, and troubleshooting for specific issues in CMx Contract Experience Platform.
Contact: support@sysintellects.com in case if you are not able to find a resolution for your specific problem here.
Browser Support:
By default, CMx Supports all modern browsers such as Internet Explorer, Google Chrome, Mozilla Firefox, Safari, and Opera. However, due to the differences in browser implementations, there may be a need to change few settings in some of the browsers and this knowledge base captures them all.
Only Admin can View and update the company details in Company Profile page.
How to View and Update Company Profile page:
- Click on the Company profile link from menu under Organization Setting
2.Company Profile Page displays with the Following sections-
a. Organization Details
b. Primary Contact Details
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Organization Details:
Under organization detail we have following Default entry fields.
- Name
- Company Website
- Address Line 1
- Portal URL Short Name
- Address Line 2
- Select Industry Type
- Select the Country
- Select State
- Company Phone
- City
- Zip Code
- Primary Contact Details:
- Under primary Contact Details we have following Fields
- Primary Contact’s First Name
- Primary Contact’s Last Name
- Primary Phone
- Alternate Phone - This is not a mandatory field, however alternate phone and primary phone cannot be the same.
- Logo : There is a logo section in company profile, click on "Choose file" where company administrator can update the cropped company logo . This logo is visible in the custom account login page.
Company logo is saved .
All the above fields are default entries,you can view and update the changes and Click on "Submit" button.
If there are no changes,and get back to the Dashboard page click on "Cancel" button.
Admin User can Manage details of each Group.
Different Users can be assigned to groups for specific activities.
Manage Group
Manage Group screen displays the list of all existing available groups.
To view the manage screen, click on Group link in the menu under Organization Settings.
In the Manage Role screen, click on Create button to create a new Group, click on Edit button to update an existing record, click on delete button to delete the record.
Create Group
To Create a new Group
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- Enter the Name and Description
- Select Group Type.
- Check/Unchecked Is Active button.
- Click on Create button
- New Group is created in the system and navigates to the Manage screen, displaying the newly created Group.
Edit Group
To edit an existing Group:
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- Click on the Edit button in the manage screen
- Update Group screen is displayed
- Edit the Name, Description, or GroupType.
- Click on Update button
- Changes to the Group are updated in the system
Delete Group
To delete an existing Group:
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- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Group record is deleted in the system.
Admin User can Manage User details.
Business users can Manage and Create User.
Manage User:
Manage User screen displays the list of all existing User. To view the manage screen, click on User link in the menu under Administration.
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In the Manage User screen, click on Create button to create a new User, click on Edit button to update an existing record, click on Reset Password to reset password.
Create User:
To create a new User:
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- Enter the First Name,Last Name,Email and Primary Contact Number.
- Select Location,Department and Role.
- Click on Create button
- New User is created in the system and navigates to the Manage screen, displaying the newly created User.
- Once user is created successfully in the system an email is sent to the user containing CMx URL and Email along with a temporary password.
- when the user clicks on the CMx URL and login using Email and temporary password ,“Terms Of Use” page and change password screen is displayed.
- On changing the password successfully , a message is displayed and the user is navigated to the Dashboard.
Edit User
To edit a existing User:
- Click on the Edit button in the manage screen
- User edit screen is displayed
- Edit the required field.
- Click on Update button
- Changes to the User are updated in the system
Reset Password
Admin can reset password for existent users.
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- Click on Reset Password button in Manage screen
- System generated user password will be reset and "Successful" alert will be displayed.
Admin User can Manage details of each Role.
In Role business users can Manage and Create Role.
Manage Role:
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Manage Role screen displays the list of all existing Role. To view the manage screen, click on Role link in the menu under Administration. In the Manage Role screen, click on Create button to create a new Role, click on Edit button to update an existing record, click on delete button to delete the record.
Create Role:
To create a new Role:
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- Enter the Name and Description
- Select Permission scheme.
- Click on Create button
- New Role is created in the system and navigates to the Manage screen, displaying the newly created Role.
Edit Role
To edit a existing Role:
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- Click on the Edit button in the manage screen
- Role edit screen is displayed
- Edit the Name, Description,or Permission scheme.
- Click on Update button
- Changes to the Role are updated in the system
Delete Role
To delete a existing Role:
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- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Role record is deleted in the system.
Admin User can assign permissions to the newly created and existing roles. business users can Manage and Create Permission Schemes.
Manage Permission Schemes:
Manage Permission Schemes screen displays the list of all existing Permission Schemes. To view the manage screen, click on Permission Schemes link in the menu under Administration.
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In the Manage Permission Schemes screen, click on Create button to create a new Permission Schemes, click on Edit button to update an existing record, click on delete button to delete the record.
Create Permission Schemes:
To create a new Permission Schemes:
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- Enter the Name and Description
- Assign the permissions for each Scheme.
- Click on Create button
- New Permission Schemes is created in the system and navigates to the Manage screen, displaying the newly created Permission Schemes.
Edit Permission Schemes
To edit a existing Permission Schemes:
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- Click on the Edit button in the manage screen
- Permission Schemes edit screen is displayed
- Edit the Name, Description,or Permissions.
- Click on Update button
- Changes to the Permission Schemes are updated in the system
Delete Permission Schemes
To delete a existing Permission Schemes:
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Permission Schemes record is deleted in the system.
Admin User can Manage Company Location details.In Location business users can Manage and Create Location.
Manage Location:
Manage Location screen displays the list of all existing Location.
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To view the manage screen, click on Location link in the menu under Administration. In the Manage Location screen, click on Create button to create a new Location, click on Edit button to update an existing record, click on delete button to delete the record.
Create Location:
To create a new Location:
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- Enter the Name ,Description,Address 1(Mandatory),Address 2(Optional ).
- Select Country and State.
- Enter City and Zip code.
- Click on Create button
- New Location is created in the system and navigates to the Manage screen, displaying the newly created Location.
Edit Location
To edit a existing Location:
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- Click on the Edit button in the manage screen
- Location edit screen is displayed
- Edit the required field.
- Click on Update button
- Changes to the Location are updated in the system
Delete Location
To delete a existing Location:
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- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Location record is deleted in the system.
Note:The Location associated with specific Department,if that Department is associated with particular Contract,then the Location cannot be deleted.
Admin User can Manage Company department details.In Department business users can Manage and Create departments.
Manage Department:
Manage Department screen displays the list of all existing Department.
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To view the manage screen, click on Department link in the menu under Administration. In the Manage Department screen, click on Create button to create a new Department, click on Edit button to update an existing record, click on delete button to delete the record.
Create Department:
To create a new Department:
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- Enter the Name and Description
- Select Location.
- Click on Create button
- New Department is created in the system and navigates to the Manage screen, displaying the newly created Department.
Edit Department
To edit a existing Department:
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- Click on the Edit button in the manage screen
- Department edit screen is displayed
- Edit the Name, Description,or Location.
- Click on Update button
- Changes to the Department are updated in the system
Delete Department
To delete a existing Department:
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- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Department record is deleted in the system.
CMx ElectroSign provides inbuilt Signature support, follow the below process to send documents for signature:
Note: cmx.electrosign.sendsigneddoc = true in advanced configuration is required to send the final signed pdf to multiple recipients
Terminologies
Package: A Signature Package is a set of documents sent to one or more recipients for electronic signature.
Status: Prior to the signature, the status of a document is either created or pending. After Signature it becomes Signed or Executed.
Electronic Signature Security
By default CMx Electronic/Digital Signature offers below forms of security to make sure it's validity across different geographies and global laws. In United States, this process follows the e-sign act :
Pre-Signature Security Considerations
- In addition to sending links in emails for signature, there are many other multi-factor authentication mechanisms can be configured with CMx including below:
- Sending a unique code of very short validation prior to signing to make sure the signing code is retrieved from the user email ( whose email is secured by a password) and it is applied before signing.
- Requesting a unique code from MFA (Multi-factor authentication) mechanisms like Google Authenticator prior to signing.
- Text or SMS to the users mobile number prior to signature. This depends on which part of the world the user is located.
- Terms and conditions for each contract type can be customized and displayed to the user prior to using CMx electronic signature.(Default Behavior)
- Request a unique verification code from email prior to signing. So when first time if the user is external, the external user has to sign up first time, create an external user account with CMx providing basic details like useremail,password , validation of verification code and 2 security questions in case if the user forgets the password. After first time, the user can login to the CMx system every time they want to do electronic signature and every time when they sign a unique verification code needs to be entered after successful login and prior to the signing electronically..(Default Behavior)
Post-Signature Security Considerations
- CMx ElectroSign is based on public/private key pair of signatures based on PKI (Public Key Infrastructure) which ensures the signed document cannot be forged or changed after it is signed.
- Signed documents are sent to the emails of relevant parties and kept in safe records storage for future reference.
Manage Signature Packages
From the left navigation menu, click on Signature menu option to start the send signature process.
All the packages that have already sent for signature by the user are listed in this screen. This page also displays the status of each package, the date sent for signature and the recipients who are signers of the documents in the package.
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Starting Signature Process
From the top right section, click on New button to send a new PDF document for signature. In the first screen of prepare for signature, select the PDF document that should be sent for signature by clicking on the Choose button. Once the selection of the document is made, Click on Upload button so that the document is uploaded to the server. In the next step, add the recipients who should be signing the document.
You can add one or more recipients for signature process.
- Once both the document and the recipients are entered, click on Next button in the top right section of the screen.
- Next step is to prepare the document for the Signature process by marking the places where the signature should be placed.
- Drag and drop the icon with pen in the document where it should be signed by the recipient. (See below screenshot).
- You can navigate to any page in the document by clicking on the Previous or Next Button in the document bar and place the Sign Here tab.
Once the document is prepared for signature by placing the Sign Here tabs, click on the Send Button on the top right section. This completes the process of sending for Signature by CMx and all the recipients receive an email with a unique URL requesting for signature.
A new signature package record is created and should be visible in the Manage Signature Packages screen:
Signing Ceremony by Recipients
Each recipient receives an email which looks similar to below:
The recipient clicks on the unique signature URL in the email which takes them to the Signing page in CMx:
On clicking Sign Here, the recipient can affix the electronic signature.
Finalize the Signature Process by clicking on the Save button, accepting the terms and conditions checkbox and clicking on the Complete Signature button.
Once the signature is finalized by the recipient, the document status is changed to Executed and the signing process is complete.
Exiting User can Change the password using Change Password Link.
How to Change the Password:
- Click on Change Password link from the menu.
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- Page displays with "Enter Old Password", "Enter New password", "Re-Enter New password" fields.
- Enter old Password, New password, Re-enter New Password.
- Click on "change password" button.
- The old password will be updated with a new password.
To delete and go back to Dashboard page click on "Cancel" button.
Audit Report -
- Displays all user activities that is done using CMx.
- Makes the life of auditors or users with audit role easier.
- All functionalities like User Login, Contract creation, Updation, Deletion and every detail of user activities are recorded in the Audit Trail List with time and date specified.
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CMx provides ability to combine or merge multiple word documents (Note: PDFs are not supported) and create an amended document as a result.
Follow below steps for creating an amendment:
From any contract which already has two word documents (docx files) ,from the contract number menu , click on : Create Amendment option and select any 2 documents:
Once the documents are merged , the combined document is generated and displayed in a window:
Export Metadata
All metadata from CMx contract records including custom field values can be exported from CMx from the Export page and clicking on the Export Metadata button.
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Export contracts
CMx user can export the contracts that he has access to.
- Click on Export Contracts link from the menu, page displays with existing contracts in the system.
- Choose the contracts by checking the checkbox, which has to be exported.
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- On selecting the contracts, click on "Export" tab on the extreme right side of the export screen.
- All metadata goes in as a single excel file, with all contract details.
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- Each individual folder named with contract number-contract title format.
Once the import is submitted, a message is displayed to the user stating "Import Job is successfully scheduled"
- Click on the import Status option from left side menu , "Import Status" screen is displayed to the user.with below columns:
- Import Job Number
- Import Date : (Date and Time Stamp) - Most recent first.
- Contract Metadata Excel File Name
- Successfully Import Record Count
Displays the number of records that was successfully imported. - Failed Import Record Count
Displays number of records that failed was failed in the import.
Import Status Tab
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CMx user can import the Contracting Party lists either bulk or single lists that he has access to.
- User clicks on Import contracts link from Menu and then click on Basic Import
- File drop zone area page displays.
- Drag and drop the excel file into the drop zone area or click on the arrow icon, select the file and open.
- Only one excel file can be dropped into drop zone on each import. Error displayed to the user If there are more than one excel file dropped.
- Also, the template of the excel file should be same as in download sample template and otherwise it will result in import error.
NOTE : When importing Contracting Party using metadata excel, keep only Contracting Party sheet in the metadata excel and remove/delete the Contracts sheet.
If this step is not completed, then an error will be displayed in Import pre-validation grid which will prevent the import of contracting parties.
Downloaded Import Sample Template
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- After clicking on Import button on right top of the page a confirmation alert message is displayed and the user can confirm "Start import Job" action button.
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- Once the contracting party list is imported successfully, the user can view the imported list in the Manage Contracting Party Grid.
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CMx user can import the contracts that he has access to.
- Click on Import contracts link from Menu,
- Download the sample template by clicking on the "click here" link and extract the contents to a new folder.
- Extracting to a new folder is important since we have found that without that and dragging and dropping directly from compressed zip file does not show the files in the import zone sometimes.
- Also, note that the metadata file has to be named: cmx-metadata.xlsx
- File drop zone area page displays.
- Drag and drop the excel file and all attachment documents into the drop zone area.
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- Wait for the pre-validation grid to show records
- correct all red cells.
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- click on Import button on the right corner to view the list of imported contracts in the Import Status page.
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- After Importing the imported contracts will be get displayed in the Import Status Tab
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- By clicking on the "+" link, the user can see the Contract Number, Contract Title, Attached documents name and Status of import.
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Workflow is the series of activities that are necessary to complete a task. Both Simple and Complex Workflows can be configured within CMx Approval Workflow:
Complex workflow approvals , for example like the one below between multiple departments and external reviewers can be automated using Approval Workflow.
Manage Workflow :
Manage Workflow screen displays the list of all existing Workflows .
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To view the manage screen, click on Workflow link in the menu. In the Manage contract type Workflow screen, click on Create button to create a new Workflow , click on Edit button to update an existing record, click on delete button to delete the record.
Create Workflow
To create a new Workflow :
- Enter the Name and Description
- Select Contract Approver name or Role and click on "Add Workflow Step".
- Add Approver steps with or without delegate option as needed.. Either User Step or Role Step can be added, if role step is added all users of that role with "Is Approver" option selected in User will be notified for review.
Department Review:
If Role Step is "Department" based , meaning if CMx has to automatically find the department based on Contract Record-> Department field value , Create a new Role with word "Department" in it and it as a Workflow Step wherever required. For example create a new Role with a permission scheme that provides no permissions and name that Role as "Department Reviewer" , add the "Department Review" as the Workflow Step.
External Review:
For External review workflow step, create a new Role with word "External" in it. For Example : "External Review". And if the Contract Record has Contracting Party added, CMx will send the contract for review to all the external party contacts for the selected contracting party.
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- Once the required workflow steps are added , click on create workflow button.
Note: The Roles with names "Department" or " External" are dynamic system roles. So these roles are special roles and MUST NOT be directly assigned to any user and their use is limited only in the workflow steps.
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- New Workflow is created in the system and navigates to the Manage screen, displaying the newly created Workflow.
Edit Workflow
To edit a existing Workflow :
- Click on the Edit button in the manage screen
- Workflow edit screen is displayed. Change Name and/or description as necessary.
- For Adding Workflow Steps, note down existing workflow steps and click on Clear Steps button, add the workflow steps back again before clicking update button.
- Add Approver steps with or without delegate option as needed.. Either User Step or Role Step can be added, if role step is added all users of that role with "Is Approver" option selected in User will be notified for review.
Department Review:
If Role Step is "Department" based , meaning if CMx has to automatically find the department based on Contract Record-> Department field value , Create a new Role with word "Department" in it and it as a Workflow Step wherever required. For example create a new Role with a permission scheme that provides no permissions and name that Role as "Department Reviewer" , add the "Department Review" as the Workflow Step.
External Review:
For External review workflow step, create a new Role with word "External" in it. For Example : "External Review". And if the Contract Record has Contracting Party added, CMx will send the contract for review to all the external party contacts for the selected contracting party.
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- Click on Update button
- Changes to the Workflow are updated in the syste
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Delete Workflow
To delete a existing Workflow :
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Workflow record is deleted in the system
Contract clause category helps to group clauses into specific category or buckets so that it makes organising clauses easier.
For example: All Financial clauses can be grouped under clause category named "Finance".
Manage Clause Category:
Manage contract type screen displays the list of all existing contract types. To view the manage screen, click on Contract Type link in the menu.
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In the Manage contract type screen, click on Create button to create a new contract type, click on Edit button to update an existing record, click on delete button to delete the record.
Create Clause Category
To create a new Clause Category:
- Enter the Name and Description
- Click on Create button
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New Clause Category is created in the system and navigates to the Manage screen, displaying the newly created Clause Category.
Edit Clause Category
To edit a existing Clause Category:
- Click on the Edit button in the manage screen
- Clause Category edit screen is displayed
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- Edit the Name or Description,
- Click on Update button
- Changes to the Clause Category are updated in the system
Delete Clause Category
To delete a existing Clause Category:
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Clause Category record is deleted in the system
Clause Library is the central storage area where all of your organizations clause text's are stored so that they can be reused again in new or existing contracts.
Manage Clause Library:
Manage Clause Library screen displays the list of all existing Clause Library.To view the manage screen, click on Clause Library link in the menu.
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In the Manage Clause Library screen, click on Create button to create a new Clause Library, click on Edit button to update an existing record, click on delete button to delete the record.
Create Clause
To create a new Clause:
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- Enter the Clause Name and Text.
- Select Clause Category
- Click on Create button
- New Clause Library is created in the system and navigates to the Manage screen, displaying the newly created Clause Library.
Edit Clause
To edit a existing Clause:
- Click on the Edit button in the manage screen
- Clause Library edit screen is displayed
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- Edit the required field.
- Click on Update button
- Changes to the Clause Library are updated in the system.
Delete Clause
To delete a existing Clause
- Click on the Delete button in the manage screen.
- A Message box is displayed for confirmation of delete action.
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- Click the OK button in the displayed message box.
- Clause Library record is deleted in the system.
Electro Sign Terms and Conditions Conventions:
For signing with electronic signatures, Terms and conditions are displayed to the user who is signing. This terms and conditions can be customized for each contract type by following below conventions and CMx automatically displays the correct terms and conditions for each contract type.
"Contract Type" appended with text " Terms"
For example:
if the contract type is "Fixed Contract" , naming a clause as : "Fixed Price Terms" will set the electrosign terms and condition automatically.
Contracting Party type refers to the various types/ buckets contracting party can be categorized.
Manage Contracting Party type:
Manage the Contracting Party type screen displays the list of all existing Contracting Party type. To view the manage screen, click on Contracting Party type link in the menu. In the Manage Contracting Party type screen, click on Create button to create a new Contracting Party type, click on Edit button to update an existing record, click on delete button to delete the record.
Create Contracting Party type
To create a new Contracting Party type:
- Enter the Name and Description
- Click on Create button
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- New Contracting Party type is created in the system and navigates to the Manage screen, displaying the newly created Contracting Party type.
Edit Contracting Party type
To edit an existing Contracting Party type:
- Click on the Edit button in the manage screen
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- Contracting Party type edit screen is displayed
- Edit the Name or Description.
- Click on Update button
- Changes to the Contracting Party type are updated in the system.
Delete Contracting Party type
To delete an existing contract type:
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Contracting Party type record is deleted in the system
Contracting party is the business entity that enters into a legally binding contract with the current organization who creates the contract. where the user can manage contracting party details.
Manage Contracting Party:
Manage the Contracting Party screen displays the list of all existing contracting Party. To view the manage screen, click on contracting Party link in the menu under External Parties.
In the Manage contracting Party screen, click on Create button to create a new contracting Party, click on Edit button to update an existing record, click on delete button to delete the record.
Create Contracting Party
To create a new Contracting Party enter the following fields.
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- Contracting Party Name*
- Select Contracting Party Type from the drop-down.
- Description*
- Address Line 1*
- Address Line 2
- Select Country from Dropdown.*
- Select State*from Dropdown.
- City*
- Zip Code*
- Primary Contact :
- Email ID*
- First Name*
- Last Name*
- Business Phone
- Mobile Phone
- Active (Y/N)
- Click on Create button
- New Contracting Party is created in the system and navigates to the Manage screen, displaying the newly created Contracting Party.
Edit Contracting Party
To edit an existing Contracting Party:
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- Click on the Edit button in the manage screen
- Contracting Party edit screen is displayed
- Edit the required field.
- Click on Update button
- Changes to the Contracting Party are updated in the system
Delete Contracting Party
To delete an existing Contracting Party
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- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
- Click the OK button in the displayed message box
- Contracting Party record is deleted in the system.
Contract Template is the centralized area where all the template documents across the company can be stored and updated. The contract template is used in Generating Contract using CMx.
In this feature, a user can Manage and Create a Contract template.
Go to Contract Template from menu, Displays Manage contract Template page, where a user can see the following columns in a grid.
1.Template Name
2. Description
3.Status
4.Action
The user can see a Live Editor Icon, Update Icon Button, Delete action Button in the Manage Contract Template Page.
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On click of "Create Contract Template" page displays with following fields, where the user must input values to create a new Contract template.
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1.Contract Template name
2.Description
3.Template Document attachment field
Input values in the above fields and click on "Create" button, Contract Template creates successfully and displays in Manage contract Template grid.
Example Contract Template Creation Steps
Click on Contract Templates from the left navigation menu and then on Create Contract Template.
Enter a name and description for the contract template and browse for the MS Word document template created in Step1 and click on Create button.
Verify that the Contract Template is created successfully in the Manage Contract Template screen.
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Custom Field Form is a user defined form with multiple control definitions using a designer and a name.
Click on Custom Field Form from menu,Manage Custom Field Form Page displays with following columns in the grid.
Manage Custom Field Form
Search Field and show entries drop down on top of grid where user can input the custom field name and search.
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- Custom field name
- Description
- Status
- Action(Edit/Delete)
In Manage custom Field Form admin users can view, edit, delete all the existing custom field form and also create new custom field forms.
Create Custom Field Form
Click on Create custom Field Form in the manage Custom Field Form page.Screen displays with following fields.
- Custom Field Form Name *
- Description
- Custom Schema- with below section with 3 tabs: Designer , View and Code .
Custom Field Form Designer with below Types in right most section
Number
Single line text or String
Multi line text
Drop Down Select
Check box
Radio Group Field
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To Create new Custom Field Form:
- User enters custom field form name
- Drags and drops and designs the required custom field form.
- Clicks on settings of each control for further control level functions such as required field or not required field , field name etc. Saving the custom field form generates the json schema and saves it in db.
- User selects the contract types, for those selected contract types,the custom field forms will be displayed in the contract create/edit screen
- On Submit, custom field form is created in the system and displayed in the Manage Custom Fields Form grid.
Edit Custom Fields Form
To edit a existing Custom Fields Form
- Click on the Edit button in the manage screen
- Custom Fields Form edit screen is displayed
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- Edit the required Filed
- Click on Update button
- Changes to the Custom Fields Form are updated in the system
Delete Custom Fields Form
To delete a existing Custom Fields Form:
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Custom Fields Form record is deleted in the system
Example Custom Field Creation Steps
Click on Custom Field form on the left navigation menu.
Provide and name, description for the custom field form. Drag and drop required custom fields.
(NOTE: White spaces are not supported in custom field names for generate contract annotations. For example : "Billing Rate" is not supported. Correct field name is: "BillingRate")
Drag and drop a single line text from right to left section.
The new field will appear like above with label as "New text". Click on the second icon pointed by the red arrow and it will bring up the Options dialog screen.
Provide Label name without numbers or special characters or white spaces as above and click on Okay button.
Provided Label name should be visible above the custom field text as similar to below.
Add all the required single line text fields that you need following above steps.
Once done , Scroll all the way down and click on Create or Update button to save the custom field form.
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Contract Types are used to classify a contract based on the functional context.
Manage Contract Type:
Manage contract type screen displays the list of all existing contract types. To view the manage screen, click on Contract Type link in the menu. In the Manage contract type screen, click on Create button to create a new contract type, click on Edit button to update an existing record, click on delete button to delete the record.
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Create Contract Type
To create a new contract Type:
- Enter the Name and Description
- Select Contract Template and Custom Field Form
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- Click on Create button
- New Contract Type is created in the system and navigates to the Manage screen, displaying the newly created contract type
Edit Contract Type
To edit a existing contract type:
- Click on the Edit button in the manage screen
- Contract type edit screen is displayed
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- Edit the Description, Contract Template and Custom Fields Forms
- Click on Update button
- Changes to the Contract Type are updated in the system
Delete Contract Type
To delete a existing contract type:
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Contract Type record is deleted in the system
Example Contract Type Create/Update Steps
Click on Contract Types from left navigation menu and click on create contract type.
Provide Name and description and select the contract template created in step 1 above and custom field form in step 2.
Click on Create/Update.
Verify in Manage Contract Types screen that a record exists with the details of updates that you made above.
To Create a Contract:
- Click on Create Contract link from menu,or go to Manage contract,click on Create contract Tab.
Create/edit contract screen is displayed with different tab sections as mentioned below.
(1) Main :
(2) Custom
(3) Documents:
(4) Clauses:
(5) Milestones :
(6) Notes:
(7) Access Restrictions:
(8) Enter Tags:
- Under "Main" Tab,create contract page displays.
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- Enter contract number and Title.
- Select Contract Type and Contracting Party
- Choose an effective date
- Enter the description
- Select the Risk level,Department and Contract owners.
- Choose an Expiry date(optional)
- Enter contract value and select the currency.(optional)
- Select Notification list and workflow (optional)
- Enter renewal term in days.(optional)
2. Click on Custom Tab displays Custom Tab with any custom fields configured for the contract type.
For example NDA (non disclosure agreement) may have different custom fields than HR Agreement.
Refer: Custom Field Form
3.Now Click on Documents tab.
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- Click on Choose files,select the file which has to be uploaded for the specific contract,enter file description if any .
- If there are more than 1 file,click on Add file,and attach the document .
- Click on "Create" button.
- Attached files are displayed in a grid in the same page.
4. Click on Clauses tab.
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- On click of Clauses tab,page displays with Contract clauses grid and Add clauses tab.
- Click on Add clauses tab,displays list of clauses which are pre loaded.
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- check the clauses which are to be added for the specific contract,click on Add.
- The selected clauses are added and displayed in the grid.
5. Click on Milestone tab.
- On click of Milestone tab,page displays with Milestone grid and Add Milestone tab.
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- Click on Add Milestone tab,displays Milestone entry field,end date and Milestone reminder check box.
- Enter the Milestone of a contract and end date.
- On Checking the Milestone Reminder check box,Alert Before Days filed pops up.
- Enter Alert before days and click on "Save" button.
- The created Milestone are displayed in the grid.
6.Click on Notes Tab
- On click of Notes tab,page displays with Notes grid and Add Notes tab.
- Click on Add Notes tab,displays Notes entry field.
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- Enter the Notes of a contract .
- Click on "Save" button.
- The created Notes are displayed in the grid.
7.Click on Access Restrictions Tab(Unlocked Icon in Right top Corner of Create Contract Page)
- Click on Unlocked icon and page displays with Access Restrictions tab.
- User can Specify both View Restrictions and Edit Restrictions for Particular Contracts
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8.Click on Enter Tags Tab(Text area at Right top Corner of Create Contract Page)
- User can enter different tags to attach with the contracts.
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After entering all these click on "Create" button.Contract creates successfully and displayed in the Manage contract Grid.
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Pre-requisite: cmx.create.amendment configuration is set to true in Manage Configurations
CMx provides Create Amendment feature to quickly clone a document and make edits to any existing document of a Contract Record. With this feature , user is able to identify the last modified contract document and then use the existing document of a contract to create a new document and, make changes.
(1) Click on Create Amendment option for a contract that has more than one document available.
(2) Select an existing document in the contract
(3) Click on Submit button to generate a new document from existing document and make quick edits and amends. Optionally the file name can be changed to reflect the most accurate name for the amendment that is being made.
(4) The newly added/amended document is now part of the contract record and the changes made are automatically saved.
- Purge Contract functionality is used to Delete a particular Contract ..
- For deleting a contract , find the contract that needs to be deleted by clicking on search button in Manage Contracts/ Global Search box in CMx.
- From the drop down menu , select Purge Contract to delete the contract and the contract will be deleted and no more get displayed in Manage Contracts.
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Cancel Contract action is done on contracts for making it to Inactive state and there by cancelling the contract.
After clicking on Cancel Contract the Particular contract will get cancelled or goes to Inactive state and "Success Message" will be displayed on Manage Contract page.
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User can see the Cancellation scenario in the Contract as Stage and Status changed to Closed/Discontinued and Inactive/On Hold respectively..
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CMx provides inbuilt Electronic Signature support, follow the below process to send a PDF OR DOC or DOCX files for signature one at a time.
Terminologies
Package: A Signature Package is a set of documents sent to one or more recipients for electronic signature.
Status: Prior to signature, the status of a document is either created or pending. After Signature it becomes Signed or Executed.
Sent For e-Signature
From the Manage Contracts, click on Sent For e-Signature menu option to start the send signature process.
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Starting Signature Process
From the top right section, click on New button to send a new PDF document for signature. In the first screen of prepare for signature, select the PDF document that should be sent for signature by clicking on the Choose button. Once the selection of the document is made, Click on Upload button so that the document is uploaded to the server. In the next step, add the recipients who should be signing the document.
You can add one or more recipients for signature process.
- Once both the document and the recipients are entered, click on Next button in the top right section of the screen.
- Next step is to prepare the document for the Signature process by marking the places where the signature should be placed.
- Drag and drop the icon with pen in the document where it should be signed by the recipient. (See below screenshot).
- You can navigate to any page in the document by clicking on the Previous or Next Button in the document bar and place the Sign Here tab.
Once the document is prepared for signature by placing the Sign Here tabs, click on the Send Button on the top right section. This completes the process of sending for Signature by CMx and all the recipients receive an email with a unique URL requesting for signature.
A new signature package record is created and should be visible in the Manage Signature Packages screen:
Signing Ceremony by Recipients
Each recipient receives an email which looks similar to below:
The recipient clicks on the unique signature URL in the email which takes them to the Signing page in CMx:
On clicking Sign Here, the recipient can affix the electronic signature.
Finalize the Signature Process by clicking on the Save button, accepting the terms and conditions checkbox and clicking on the Complete Signature button.
Once the signature is finalized by the recipient, the document status is changed to Executed and the signing process is complete.
To Send a contract for Manual Signature to the Contracting Party.
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After clicking on Sent for the Manual Signature button from options the following screen appears
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The user can enter details into Contracting Party Email and select a contracting party from the drop-down list which is associated with that particular contract.
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Once the documents are sent for manual signature and its processed successfully, an alert will be displayed in the Manage Contract Page.
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Once a contract has been created in the system, contract owner can send the contract for Review either Internally or Externally.
Pre-requisite: A workflow should be created in the system and the same should be assigned to Contract.
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- Navigate to Manage Contracts Page, and search for the Contract that needs to be sent for Internal Review.
- Click on Contract number and from the menu click “Send For Internal Review”.
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3. An email is sent to Contract Approver and the Contract is listed in “Pending Tasks” in the dashboard of the Contract Approver.
4. Contract approver logs in and Clicks on the “Contract Id” from the Pending Tasks widget.
5. Reviewing the contract User clicks on “Approve Contract” button. (Assuming no changes are required )
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6. The status of the contract should become approved and the status of Workflow can be verified by clicking on “View Version History” for the contract observe the revision history for the Contract.
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Scenario 2:
One level Workflow – When the approver has requested for changes to the contract
- Navigate to Manage Contracts Page, and search for the Contract that needs to be sent for Internal Review.
Click on Contract number and from the menu click “Send For Internal Review”
2. An email is sent to Contract Approver and listed in “Pending Tasks” in the dashboard of the Contract Approver.
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3. User Enter the Review comments and clicks on “Request For Changes”
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4. An email is sent to Contract Owner to review task and Review Task is listed in Pending tasks when Contract Owner logs in.
5. Clicking on “View Version History” user can check the status of the workflow and also the status of the contract will not be approved.
Two level Workflow – Approve Contract:
Pre-requisite: Create a workflow which has 2 level of approvals and assigns the same to a Contract
Once the contract has been created, the contract can be sent for multiple levels of approvals by assigning the contract to a workflow which has multiple levels of approvers. In this contract will only go to an approved state, when both the approver's has approved the contract.
- Navigate to Manage Contracts Page, and search for the Contract that needs to be sent for Internal Review
2. Click on Contract number and from the menu click “Send For Internal Review”
3. An email is sent to Contract Approver1 and listed in “Pending Tasks” in the dashboard of the Contract Approver1.
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4. When Contract Approver1 clicks on “Approve Contract”, an email is sent to Contract Approver 2 and listed in “Pending Tasks” in the dashboard of the Contract Approver2.
5. Contract Approver2 clicks on “Approve Contract”, and the workflow status can be verified from the version history
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Edit Contract functionality is to update an existent contract in the Manage contract list.
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After clicking on Edit Contract the Update Contract page will get loaded and user can Modify or Edit the contracts and click on Update Button on the right top corner of the contract page.
Once the Update action is successfully completed user can get an alert message on that in Manage Contract page.
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CMx provides users with Share File Option so that they can share the documents with other users in CMx in Live Editor.
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When the user clicks on Share File and select the particular document to be shared, the below screen gets displayed and the user can select users list to whom the file has to be shared.
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When the user clicks on the text box a drop-down list box appears and they can select the email_id of the users to whom the file has to be shared.
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The user can select the user's email id and share the documents.
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After selection, once the user clicks on Share button Success Alert will be displayed and the file gets shared to the recipient user.
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Edit File Online functionality help the CMx user to update the attached documents with contracts Online.
The user needs to click on the Edit File Online option from various sub menus in Manage contracts tab.
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After clicking on Edit File Online option the below screen appears and the user can edit the attached documents of any type.
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User Can do the editing in the editor sheet and save the changes
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After updating and saving the file user can close the document file. (user can close the document file by clicking on the red x icon on the top right corner.)
The updated content can be viewed in the document attached to the contract by downloading the file.
The particular file type will be opened outside the CMx and user can view it.
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- By clicking on Contract Number on Manage Contract Page grid, the user can view different submenus for different functionalities.
- To Create a new spreadsheet file to attach to the contract as document user can select Create New Spreadsheet from the sub-options.
- After clicking on Create New Spreadsheet option the following screen appears and the user can create a new spreadsheet file to add with existing contracts documents.
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- After entering the data into the spreadsheet, the user can save the file and close the spreadsheet file. (user can close the word file by clicking on the red x icon on the top right corner.)
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- Spreadsheet file will be added to the contract document list with ".xlxs" extension type file.
- Click on Manage Contracts from the left navigation menu bar and the user can view the particular contract where New spreadsheet file is added in the documents tab.
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- By clicking on Contract Number on Manage Contract Page grid, various sub-options appear.
- To Create a new word file to attach to the contract as document user can select Quick Create Document from the sub-options.
- After clicking on the Quick Create Document option the following screen appears and the user can create a new word file to add with existing contracts documents.
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- User Can Select either create New Blank document for creating a new word document or can create a document from Template.
- After entering the data into the word file, the user can save the file and close the word file. (user can close the word file by clicking on the red x icon on the top right corner.)
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- word file will be added to the contract document list with ".docx" extension type file.
- Click on Manage Contracts from the left navigation menu bar and the user can view the particular contract where New Word file is added in the documents tab.
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Manage contracts screen displays the list of all existing contracts. To view the manage screen, click on Manage Contracts link in the menu.
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In the Manage contracts screen, click on Create contract button to create a new contract, click on Contract number drop-down, where you can see the following actions.
- Quick Create Document-To Create a new word file to attach to the contract as documents and create a document from Template.
- Create New Spreadsheet-To Create a new spreadsheet to attach to the contract as documents.
- Edit File Online-To edit the documents attached to the contracts online.
- Share File-To share the file with other users of CMx (both internal or external). For sharing to external users just add the new email similar to google document sharing.
- Edit Contract - To update an existing record.
- send For Internal review-To Send the contract for approval for a person within the organization.
- Send for Manual Signature-To send a contract for manual signature to the Contracting Party.
- Send For Signature-To send a contract for signature to the Contracting Party.
- Renew Contract-To send a contract for Renewal.
- Cancel Contract -To Cancel the Contract.
- Purge Contract - To Delete the particular contract.
- On Login to CMx product,Dashboard is displayed with menu on left hand side
- Click on "Advanced Search" from left menu.
- There are two sub-categories
a. Filtered Search
b. Full Text Search
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Filtered Search
- The Filtered Search page is displayed with a text box to enter keywords, Select Search filters drop-down box and a search button.
Search Filters:
a. Contract Number
b. Contract Title
c. Contract Owners (Users)-User Name
d. Departments-Name
e. Locations-Name
f. Contracting Party-Name
g. Contracting Party Type-Name
h. Contract Type-Name
i. Document Attachment Contents
j. Document Attachment Types (Example: PDF, MS Word etc)
k. Document Attachment File Name (Example : Filename* )
- User enters search name in the text box and chooses appropriate option from filter and then clicks on search button.
For example: user enters contract number in the search field and chooses "Contract Number" from filter and clicks on search button. - Results are retrieved and displayed in a search results page.
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- user can enter the keywords and select a particular category from the filters and click on search button for retrieving search results.
- Results are retrieved and displayed in a search results page.
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Full Text Search
- The Full text search also works similar to searching content texts in the CMx files and documents.
- Full text search is displayed with a text box for entering text to be searched and a Search button to accomplish the tasks.
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- when the user enters the search keyword and click on Search button ,then the searched text will be highlighted in yellow and displayed in the search window as follows.
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Manage Requests
All the requests in CMx is being tracked using this screen.
User is able to create new requests using "Create Request" , update existing requests using "Update Request" on edit mode and Delete existing Requests using "Delete Request" on Delete mode.
Create Manage Request
Click on Manage Request in the Manage Requests page.Screen displays with following fields.
- Request Id *
- Name*
- Quote ID
- Order Id
- Contracting Party
- Effective Date
- Description*
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- Enter the values in the field areas
- Click on Create button
- New Request is created in the system and navigates to the Manage Request screen, displaying the newly created Request.
Edit Manage Request
To edit a existing Request:
- Click on the Edit button in the manage screen
- Manage Request edit screen is displayed
- Edit the fields that needs to be updated
- Click on Update button
- Changes to the Requests are updated in the system
Delete Request
To delete a existing Request
- Click on the Delete button in the manage screen
- A Message box is displayed for confirmation of delete action
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- Click the OK button in the displayed message box
- Request record is deleted in the system.
Contract Repository Stores and Manages all contracts in CMx System
This feature provides businesses to manage contracts. Contract Repository is again Classified to different Submodules for performing unique functionalities of CMx.
Contract Repository Main Classification is as Follows:-
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Main Module in the Contract Repository is the Manage Contracts where all the Contract features are accessed and managed.
CMx Dashboard has the following sections, different dashboard widgets are displayed to different users (Executive, Administrator, User) based on the user role and permission scheme that the user is assigned to. CMx Administrator by default has all access. :
1. Contract Analytics Widget -Contract Analytics Widget is a drill-down widget which represents pie charts based on the selection from drop down.
Dropdown values:
1. Contracts by Contracting Party: % Distribution of Number of contracts by contracting party(Pie Chart) (Default Selection), On click of the portion of the pie, re-directs the user to the specific contracts.
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2. Contracts by Contract Type: % Distribution of Number of Contracts by Contract Type
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3.Department: % Number of Contracts by Department (Pie Chart)
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4.Location: % Number of Contracts by Location (Pie Chart)
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5. Contracting Party Type: % Number of Contracts by Contracting Party Type (Pie Chart)
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6. Contract Risk Levels
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7.Contract Value
a.% Contract Values by Contracting Party Type (Pie Chart)
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b. % Contracts Value Per department
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when clicked on above values from drop down, it has to display actual numbers/values of the specified percentage value.
2. My Tasks Widget-User is able to view and work on the assigned tasks. My Tasks Widget in the dashboard is to retrieve all the tasks for the logged in user.
On clicking on the Task Name link, the user will be redirected to the associated entity, Task Name is linked with a contract number and. On clicking on the Task Name, the user is redirected to the review page for contracts.
1. Once the task is assigned, the task status displays" pending "by default in My Task widget grid.
2. On completion of review activity, task status changes to "Completed" by the system and same is updated and displayed in My Task widget grid.
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3. Audit Trail Widget- Audit Trail section displays the real-time of activities performed by the user and other users for whom the user has authority on are recorded. The administrator can see all the activities performed by all the users, whereas User can see only the contract related feeds if the user is part of the notification list for the contract.
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4.Expiring Contracts Widget -.This section displays all Expired/Expiring Contracts ( within 30,60, and 90 days) in descending order of the contract expiry date in the grid. when clicked Contract Number (hyperlink) show take to the edit view of the specific contract.
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Forgot Password allows existing user to retrieve their password,If a user has forgotten their password.
Pre-requisites
Navigate to the User Profile page and Set the Security Questions (Logout Menu -> User Profile ->Security Questions section)
Note: Please take a note of the Security Questions and Answers as these will be required while resetting the password using 'Forgot Password"
Forgot Password steps:
1.click the Forgot Password link on the sign in page.
2.Enter the Email ID and click on submit.
3.Email is validated and security question is displayed as text.
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4.Enter an answer for the displayed security question.click on submit.
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5. On Submit, If the information entered is valid then a message stating that” Your password is sent to your email” else “Please review your entries and provide all required fields”.
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6. The system will send you a recovery code so that user can change your password.
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7. Click on the Recovery Code hyperlink in the email.
8. Enter and confirm your new password.
Two steps are involved in MFA login.
Step 1:Provide user name and Password.
Step 2:On Successful Login,enter MFA 6 digit code .
MFA settings:
- Click on Manage Contract Link from Menu,Manage contract Screen displays with "Settings" Tab on top right hand side of the screen.
- Click on settings,Click on "Multi Factor Authentication settings" Tab.
- Admin can select the users from scroll box, for whom the MFA needs to be enabled and clicks on save.
To Set Google Authenticator Application:
- Download Google Authenticator Application in your mobile..
- Open Google Authenticator App , Select Menu Option Click on Setup Account.
- Now Scan a barcode and point to the above barcode in the screen till you hear a beep sound which indicates successful registration of bar code in Google Authenticator App.
- You can register barcode of more than one users in Google Authenticator App and it will display different 6 digit numeric codes for each user registered
- Once barcode is successfully registrated,
- enter the 6 digit numeric code for the user registered from google authenticator app to the input text box and click on send button.
To Login Using MFA:
- Hit the CMx URL,provide valid username and password in the login screen.
- On successful Login result in CMx prompting for the MFA 6 digit code in a second subsequent screen.
- where user needs to enter the correct MFA 6 digits code for the user from the mobile application Google Authenticator.
- On all subsequent login of the same user , no QR/bar code registration required in the Google Authenticator App. Only the 6 digit numeric code needs to be entered in for successful user login.
The user is able to successfully login to the CMx system using a valid username and password.
To Login CMx System:
- Goto your unique CMx Url in the browser and you will see the Login Page displayed with Email Id and Password Field.
- Enter the registered Email ID (Not Case Sensitive) and Password (Case Sensitive).
- Click on "Login" button.
- if the credentials provided are correct then the user is able to login to the CMx product, else an error message is displayed stating “Invalid Credentials”.
Note:
1. If the user keys in an incorrect password and tries to login for 3 consecutive times, then Simple Captcha is displayed.
2. If the user keys in an incorrect password and tries to login for 5 consecutive times, then the user account will be locked and displays a message stating “ The User Account is locked, Please contact the administrator”.
Contract lifecycle management (CLM) is the process of controlling, coordinating, and streamlining all stages in the life cycle of a contract. Contract life-cycle management (CLM) software helps firms create, manage, and achieve maximum value from business contracts with customers, suppliers, vendors and dealers.and is a key piece of the business technology agenda.
7 Stages of Contract Life Cycle Management
- Requesting contract - The contract management process begins by identifying contracts and appropriate documents to support the contract’s purpose, where user requests for initiating a contract to be executed with contracting party.
- Authoring - The “authoring” process is about setting up contract templates and clause libraries to empower business users and legal users, respectively, to create new contracts in a fast but controlled fashion. Writing a contract by hand is a time-consuming activity, but through the use of automated contract management systems, the process can become quite streamlined.
- Contract Negotiation - Upon completion of drafting the contract, employees should be able to compare versions of the contract and note any discrepancies to reduce negotiation time by half when contract processes are automated and streamlined.
- Approval Process - The instance in which most bottlenecks in contract processes, automated contract management allows users to preemptively strike by tailoring approval workflows, including parallel and serial approvals, and keep business clipping along at a rapid pace.
- Contract Execution - Automated contract execution allows users to control and shorten the signature process with eSignature and Manual Signature. Contracts executed are effectively managed from the effective date to expiry date.
- Auditing & Reporting - Automated contract management processes utilize a full range of valuable audit and reporting tools such as contract compliance alerts, audit tracking, on-demand report generation and easy integration with third-party reporting tools.
- Contract Renewal and Amendment - Using manual contract management methods can often result in missed renewal opportunities and business revenue lost. By automating contract management processes, a business can quickly identify contract renewal candidates, allowing plenty of time to act, and automatically create new contract drafts based on the previous contract. Automated systems provide a single, effective view of a business relationship across multiple contract amendments.
- Company Profile-Concise description of a firm,or details of a firm is stored where admin can view and update company profile
- Change Password-This feature allows existing user to change their password.
- Location -Location is a place where an organizational business operations occurs. This Provides admin user to manage company location details.
- Department-Department is a specialized functional area within an organization or a division, such as accounting, marketing, planning, etc where admin user can manage company’s department details.
- User -The people employed by a particular organization are so called User /Staff, where admin is able to view, edit, delete all the existing user details and also create new user.
- Role - Role is an expected behavior associated with a particular position in an organization, This feature provides admin user to manage and create new Role.
- Permission scheme- Users have permission to access the system through assigned permission schemes. Admin can Assign Permission Scheme to a Role , only one permission scheme can be assigned to a Role any point of time.
- Contract Type-A particular kind of Agreements between two entities like Incentive contract, Fixed Price contract, Purchase order etc. where in this feature provides users to view, edit all the existing contract type details and also create new contract type.
- Custom Field Form- Custom Field Form is a user defined form with multiple control definitions using a designer and a name. This feature provide admin user to create, update and manage the custom field form.
- Contract Templates-These are Standard forms of contract which is usually a preprinted contract containing set clauses. This feature provides user to manage contract templates which can contain user defined custom fields.
- Contracting Party - Contracting party is the business entity that enters into a legally binding contract with the current organization who creates the contract. This feature provides user to manage contracting party details.
- Contracting Party Type- Contracting Party type refers to the various types/buckets contracting party can be categorized. This feature provides user to manage contracting party type.
- Clause Category-Clause categories are grouped under Clause Library. This feature provides user to create new contact clause category which can be attached to a Clause Library by choosing from dropdown.
- Clause Library- A Clause Library is an online repository of pre-defined and approved legal clauses that can be inserted in to contracts. This feature provides user to create new contact clauses which can be attached to a contract type by default.
- Work Flow- Work flow is a Progression of steps /tasks that comprise a work process, involve two or more persons. This Provides user to define a workflow for contract approvals.
- User Profile- A user profile is a record of user-specific data that define the user's working environment. This feature allows existing user to view and update their profiles.
Introduction to Contract management
Contract management is the process of managing contract creation, execution and analysis to maximize operational and financial performance at an organization, all while reducing financial risk. Organizations encounter an ever-increasing amount of pressure to reduce costs and improve company performance. Contract management proves to be a very time-consuming element of business, which facilitates the need for effective and automated contract management system.
Contract Management Software
While the tradition is normally to manage contracts manually through folder and file cabinet storage, the practice is riddled with inefficiencies that can only detract from an organization’s overall efficiency. Integrating with an automated contract management service will help free up countless man hours and automate countless processes associated with managing a contract, thus creating more value for a company.
High-level features of CMx - Contract Management Software
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Simplify your enterprise Contract Life Cycle Management (ECLM) Process with below features:
1. Enterprise Level Configurations
a. Organization Provisioning
i. Company Profile
ii. Location Provisioning
iii. Department Provisioning
iv. Staff Provisioning
v. Role & Permission Provisioning
vi. User Groups Provisioning
2. Contracts Configuration & Extensibility
a. Contracts Settings
b. Contract Level Security Permission
3. Contract Repository
a. Central Contract Respository for Managing Contracts and Document Attachments
b. Search & Advanced Search
i. Sub-second Response with Millions of Contract Records and Content types of files attached with contracts.
c. User Defined Custom Fields
d. Configurable Custom Workflow
e. Internal & External Reviews
f. e-Signature
g. Contract Types
h. Custom Contract Templates
4. Collaboration Features
a. Collaborate and author contracts
b. Internal Review with Team Members
c. External Review with Subject Matter Experts (SME) and Lawyers, keeping track of every change on the go.
5. Analytics & Reports
a. Audit Trail
b. Contract Analytics
c. User Task Board
d. Recommended Contracts for Review
6. Enterprise Scalability & Cost Effectiveness
a. Leverages strengths of Open Source Stack combined with powerful document authoring and collaboration features
b. Scalable Design with the latest and greatest technology stacks to provide you the best possible User Experience (UX)
7. Security
a. SSL
b. HMAC Request Level Security
8. Import & Export
a. Self Service Import of Existing Contracts using Excel Template
b. Export Existing Contracts - Administrator
9. On-Premise Vs Cloud SAAS Version
10. World Class Support
CMx is a complete end-to-end Contract Lifecycle Management (CLM) solution which can be deployed across all departments/locations/subsidiary (child companies) within an organization. CMx is designed based on below diagram which represents the true CLM stages.
More details on these stages can be found here: https://www.contractexperience.com/resources/resources-main.html
What is an NDA?
A Non-Disclosure Agreement (NDA) is a legally enforceable contract designed to create a confidential relationship between the party sharing sensitive information (the disclosing party) and the party receiving it (the receiving party). By signing an NDA, the receiving party agrees not to share the specified confidential information with anyone else. NDAs are often used in business settings to protect trade secrets, proprietary information, and other sensitive data.
Also known as confidentiality agreements or confidential disclosure agreements, NDAs ensure that critical information remains secure during business dealings, partnerships, or employment relationships.
The Purpose of an NDA
NDAs serve two main purposes: confidentiality and protection. They help businesses and individuals safeguard sensitive information, such as client data, financial records, or product designs, ensuring it isn’t disclosed to unauthorized third parties.
Some of the key objectives of an NDA include:
- Classifying Confidential Information: Clearly identifying what information is covered under confidentiality.
- Legal Protection: Ensuring any leak of confidential information results in a breach of contract, which can lead to legal action.
- Safeguarding Intellectual Property: Protecting innovations and ideas, such as those that may lead to patents, from being publicly disclosed before they’re fully secured.
When Do You Need an NDA?
NDAs are essential in various business and professional scenarios, such as:
- Product Development: Safeguarding proprietary information about new products, designs, or technology.
- Employment: Ensuring employees don’t disclose sensitive company information during or after their employment.
- Business Partnerships: Protecting shared confidential information during collaborations or joint ventures.
- Client Onboarding: Clarifying what client information is confidential when working with new customers.
- Mergers and Acquisitions: Keeping sensitive operational or financial information private during negotiations.
Types of NDAs
There are three main types of NDAs:
- Unilateral NDA: One party agrees to keep the information confidential, common in employment agreements.
- Mutual NDA: Both parties agree not to disclose each other's sensitive information, often used during business collaborations or mergers.
- Multilateral NDA: Involves multiple parties, each agreeing to protect shared confidential information.
Essential Components of an NDA
An effective NDA includes the following elements:
- Identification of Parties: Clearly identifies the disclosing and receiving parties involved.
- Definitions: Specifies what constitutes confidential information.
- Obligations: Outlines the responsibilities of the parties to maintain confidentiality.
- Scope: Defines the boundaries of the agreement, detailing what information is covered.
- Time Frame: Indicates how long the confidentiality obligation lasts.
- Return of Information: Requires the recipient to return or destroy sensitive data after the agreement ends.
- Exclusions: Lists information not considered confidential, such as publicly available knowledge.
- Remedies: Details the legal consequences of breaching the agreement.
Advantages of NDAs
- Protect Confidential Information: Shields trade secrets and other sensitive data.
- Prevent IP Theft: Prevents unauthorized use or disclosure of intellectual property.
- Build Trust: Demonstrates a commitment to confidentiality, fostering trust in professional relationships.
- Attract Investors: Assures investors that business information is secure, making them more likely to invest.
Creating and Managing NDAs Efficiently
Writing an NDA requires careful attention to detail to ensure it holds up legally. Businesses can simplify this process using tools like CMx Contract, a contract management platform designed to standardize and streamline agreements, including NDAs. With features like customizable templates, e-signatures, and document tracking, CMx Contract automates contract workflows, saving time and ensuring compliance.
For instance, CMx Contract enables businesses to:
- Standardize Templates: Create organization-wide templates tailored to various use cases.
- Automate Workflows: Use workflow designers to streamline NDA review and approval processes.
- Track Compliance: Store and manage NDAs in a centralized repository for easy access and tracking.
Best Practices for Using NDAs
- Be Specific: Clearly define the confidential information being protected.
- Keep it Simple: Use concise language and avoid over-complicated terms.
- Limit the Scope: Focus solely on confidentiality without adding clauses like non-compete agreements unless necessary.
- Consult Legal Experts: Have NDAs reviewed by legal professionals to ensure enforceability.
Risks and Limitations of NDAs
While NDAs are a valuable tool, they have some limitations:
- Challenging Enforcement: Proving a breach and recovering damages can be complex.
- Public Interest Concerns: NDAs cannot legally protect information involving illegal activities or matters of public interest.
- Time-Limited Protection: Once the NDA’s term expires, confidential information may no longer be protected.
- Potential Reputation Risks: Excessive use of NDAs can harm a company’s reputation if perceived as overly secretive or unethical.
Frequently Asked Questions (FAQ) About Non-Disclosure Agreements (NDAs)
1. What is a Non-Disclosure Agreement (NDA)?
An NDA is a legal contract between two or more parties that establishes a confidential relationship. The receiving party agrees to protect specific information shared by the disclosing party from being disclosed to unauthorized individuals or entities.
2. What are NDAs used for?
NDAs are used to protect sensitive information such as trade secrets, business strategies, intellectual property, or any proprietary information in scenarios like:
- Business negotiations
- Partnerships or joint ventures
- Employment relationships
- Client-vendor agreements
- Product development or research
3. Who needs an NDA?
Individuals, businesses, or organizations sharing sensitive information with another party need an NDA. Common examples include startups, technology companies, freelancers, and employees working with confidential data.
4. Are NDAs legally binding?
Yes, NDAs are legally binding agreements. A breach of an NDA can result in legal consequences, such as financial damages or court orders, depending on the terms of the agreement and the laws of the jurisdiction.
5. What happens if someone breaks an NDA?
If someone breaches an NDA, the injured party may pursue legal remedies, including:
- Filing a lawsuit for damages
- Seeking an injunction to prevent further disclosures
- Demanding the return or destruction of confidential information
The specific consequences depend on the terms outlined in the agreement.
6. How long does an NDA last?
The duration of an NDA can vary based on the agreement. NDAs typically include:
- A specific time frame (e.g., 2-5 years)
- A perpetual clause (for trade secrets or information that remains valuable indefinitely)
7. Can NDAs protect against illegal activities?
No, NDAs cannot protect information about illegal activities or prevent someone from reporting unlawful behavior to authorities. Any clause attempting to do so would be unenforceable.
8. What is the difference between unilateral, mutual, and multilateral NDAs?
- Unilateral NDA: Only one party agrees to keep information confidential.
- Mutual NDA: Both parties agree to protect each other's confidential information.
- Multilateral NDA: Involves three or more parties, all agreeing to protect shared information.
9. What information is typically excluded from an NDA?
Exclusions from confidentiality often include:
- Information already in the public domain
- Information independently developed by the receiving party
- Information obtained legally from another source
- Information disclosed under a legal obligation (e.g., court orders)
10. How is an NDA different from a non-compete agreement?
- An NDA restricts the disclosure of confidential information.
- A non-compete agreement prevents someone from engaging in competing activities, often within a specific time frame and geographical area.
11. Can an NDA be terminated early?
Yes, an NDA can include termination clauses, allowing parties to end the agreement early if both consent or under specific circumstances outlined in the contract.
12. Do NDAs require notarization?
NDAs generally do not require notarization to be valid, but notarization can add an extra layer of authenticity and ensure the signatories' identities.
13. Can an NDA cover verbal agreements?
Yes, but verbal agreements should be documented in writing and acknowledged by both parties to avoid disputes over what was agreed upon.
14. How much does it cost to create an NDA?
The cost varies depending on the complexity of the NDA. Options include:
- DIY Templates: Free or low-cost templates available online.
- Legal Services: Hiring an attorney or using contract management software like CMx Contract for professional drafting and review.
15. Can I modify an NDA after it’s signed?
Yes, but any modifications must be agreed upon by all parties and documented in writing as an amendment to the original agreement.
16. Are NDAs enforceable internationally?
NDAs can be enforceable internationally, but their effectiveness depends on the laws and enforcement mechanisms in each jurisdiction. Adding jurisdiction-specific clauses ensures clarity.
17. Do freelancers or contractors need NDAs?
Yes, freelancers and contractors often sign NDAs when working with sensitive client information, such as designs, proprietary technology, or business strategies.
18. What happens to the information after the NDA ends?
An NDA can require the recipient to return or destroy all confidential materials once the agreement ends. This ensures ongoing protection of the disclosing party’s sensitive information.
19. What is a breach of confidentiality?
A breach occurs when the receiving party discloses or uses confidential information in violation of the NDA’s terms, whether intentionally or accidentally.
20. Should I consult a lawyer before signing or drafting an NDA?
Yes, consulting a lawyer ensures the NDA is enforceable, clear, and aligns with your specific needs and jurisdictional laws. Tools like CMx Contract can also streamline the creation and management process, but legal review is still recommended.
Conclusion
NDAs are an essential tool for businesses looking to protect sensitive information and maintain a competitive edge. By understanding when to use NDAs and incorporating best practices, organizations can effectively safeguard their confidential data. Platforms like CMx Contract can further simplify and enhance the NDA management process, enabling businesses to focus on growth while ensuring their intellectual property remains secure.
