Managing Information Exchange Agreements Based on the Microsoft Office System
Technical Case Study
Published: July 18, 2007
To help the Microsoft Legal and Corporate Affairs (LCA) team protect the company's intellectual property, Microsoft Information Technology (Microsoft IT) implemented a management solution for Information Exchange Agreements (IEAs). Based on the 2007Microsoft® Office system, the IEA solution centralizes contract assembly processes and ensures contract consistency across all of Microsoft. This centralization reduces administrative and legal costs that are associated with establishing and managing business relationships across Microsoft subsidiaries.
Technical Case Study, 630 KB, Microsoft Word file
Without a centralized management solution for Information Exchange Agreements (IEAs), Microsoft IT had to maintain more than 300 templates and 12 IEA authoring tools across the enterprise. Employees had difficulty managing existing IEA documents. Because locating existing contracts quickly was not possible, employees often created multiple IEAs for the same individual or company.
Microsoft IT created the IEA Web site. This solution streamlines the IEA process from document creation through maintenance and administration by using a combination of existing and out-of-the-box technologies. The result includes improved search capabilities, increased security, and a single point of access with security features to all LCA IEA documents anywhere in the company.
The LCA team provides resources to help employees create legally valid information exchange agreements, such as non-disclosure agreements (NDAs), input agreements (IAs), technology preview agreements (TPAs), and event participation agreements (EPAs). These documents help Microsoft protect intellectual property by describing, in legal detail, exactly the type of information that parties share, and by insisting that the information remains confidential. The documents include standard agreements for common business scenarios and custom agreements for special cases.
To create an agreement, Microsoft employees had to choose from more than 300 templates and 12 IEA authoring tools across the enterprise. In the United States, employees used a custom Web application to create IEAs, which required the installation of Microsoft Office Word directly on the server.
Although the Web application included features to track created contracts, the application had limited search capabilities to locate existing contracts. This limitation resulted from the fact that contracts were generally stored as document images on separate file servers. Accordingly, document management was difficult and inefficient.
Duplication of contracts was another issue. Without the ability to locate existing contracts quickly, employees often created multiple IEAs for the same individual or company. In the United States alone, employees created more than 64,000 IEAs since the year 2000. Adding to the complexity, Microsoft has locations in 102 countries, which resulted in additional documents in local languages.
This distribution of resources also led to difficulties in collaboration. For example, employees typically used network file shares or e-mail to share documents. Under this arrangement, they had to browse long file paths or request special permissions from network administrators to access certain folders. This slowed communications.
Part of the existing solution included a COM+ solution that relied on a server-based installation of Office Word for automation in an unattended, non-interactive execution context. The solution used the file system rather than document libraries to store IEAs. However, the file system had no content management features compared with the content management features of a document library.
Note: Microsoft does not support this type of installation in unattended, non-interactive client applications or components because the installation causes instability. For more information about the instability that results from this type of installation, refer to http://support.microsoft.com/kb/257757/en-us.
The LCA team established the following business requirements for a new IEA management solution:
- Improve search and contract management capabilities. The LCA team required sophisticated enterprise search capabilities based on document properties and metadata. The algorithm needed to avoid excessive search results and duplicates.
- Consolidate contract tools. Microsoft IT recently launched several simplification initiatives (for example, LCA Simplification Initiative, Finance Simplification Initiative) aimed at reducing complexity in systems and business processes throughout the company. To support these initiatives, the LCA team needed to consolidate a number of contract applications, including an NDA tool in Australia and an NDA tool in the United Kingdom.
- Enhance IEA security. LCA required Information Rights Management (IRM) features to supplement Integrated Windows® Authentication and standard network access. IRM helps protect IEA contracts from unauthorized disclosure.
- Provide a single point of access across the enterprise. The IEA management solution needed to be available from all company locations through a common URL. This single point of access would provide employees worldwide with convenient access to all available IEA tools.
- Reduce custom code. Microsoft IT needed to reduce the need for custom code, which leads to reduced maintenance overhead. This reduction in custom code would avoid the need to install desktop applications, such as Office Word, on server systems.
- Preserve existing Microsoft IT investments. LCA business requirements also stated the need to use the tools that the LCA team already owned. For Microsoft IT, this requirement meant minimizing development requirements and reusing applications or application components where appropriate.
- Streamline IEA document processes. The IEA management solution needed to centrally store documents for enhanced collaboration and to help the LCA team reduce document duplication. The storage would include a central repository of IEA templates to provide contract consistency across the enterprise.
After analyzing business and technical requirements, Microsoft IT built an IEA Web site. Now, employees can access LCA tools from anywhere within Microsoft. The IEA Web site is part of the corporate production environment and uses Windows authentication to support single sign-on. Only authenticated users can access the IEA Web site. Based on supplied domain credentials, the IEA Web site authenticates the user, grants or denies access, and performs server-based processing within the user context. This facilitates access control to IEA resources and security auditing because access permissions can be assigned directly to domain users and groups.
As the previous section outlined, LCA needed to use existing resources where possible. Although much of the COM+ application could be used in the new application, it would need a new interface. To build on its core functionality as a contract generation tool, Microsoft IT integrated Microsoft Office SharePoint® Server2007 with the COM+ solution to enhance content management. Employees interact with Office SharePoint Server to check documents in and out of document libraries for offline editing.
Microsoft developers designed the new IEA Web site to streamline the IEA life-cycle management process, from document creation through document management and expiration.
Note: The Microsoft Solutions Framework (MSF) outlines the processes that Microsoft IT and the LCA team followed to create the IEA management solution. The process included the clarification of business requirements and project scope, and the planning, development, stabilizing, and deployment of the solution. For more information about the MSF, refer to http://www.microsoft.com/technet/solutionaccelerators/msf/default.mspx.
IEA Solution Architecture
Figure 1 shows the architecture of the IEA management solution. The IEA COM+ application and document generator are Microsoft-internal custom components. All remaining elements are publicly available through the 2007 Office system and the Microsoft .NET Framework version3.0.
Figure 1IEA management solution architecture
Employees access the IEA management solution through Windows Internet Explorer® and the IEA Web site. The main Microsoft ASP.NET page provides links to create, search, and manage IEA documents. For example, to create a new standard IEA document, an employee can use a Web form to select a contract template from a list box and to submit the contact information.
The IEA COM+ application, which runs directly on the server, receives the employee contact information. The IEA COM+ application then performs a basic security check to verify that the employee has the permissions to create IEA documents. The application uses the Office SharePoint Server object model to pull the selected contract template from the template library. To pass the template and the user information to the document generator, the IEA COM+ application stores the template temporarily in a local folder. The IEA COM+ application also receives the finished document from the document generator in the form of a local file. The IEA COM+ application transfers the document to the IRM-enabled document library in the Office SharePoint Server database.
For contract tracking purposes, the IEA COM+ application uses an application-specific Microsoft SQL Server™ database. The IEA database keeps track of the contracts that an employee creates by using the IEA Web site. The IEA database also keeps track of the contract approval by IEA administrators.
The document generator uses the .NET Framework3.0—specifically, the classes from the "System.I/O.Package" namespace—to generate the Office Word document in Open XML Formats. The document generator then serializes the IEA document into a physical .docx file so that the IEA COM+ application can place the resulting contract document into an IRM-enabled SharePoint document library.
Office SharePoint Server provides the underlying platform for the IEA management solution. The application maintains the template library to store contract templates and the IRM-enabled document library for finished contracts. Office SharePoint Server also provides search capabilities to locate any existing contracts quickly and conveniently. The search capability complements the IEA COM+ application search feature. The search capability also enables administrators to locate existing contracts based on document properties that the IEA tool does not track in the IEA database.
Microsoft IT enabled IRM at the document library level to control access to finished IEA documents. When an employee downloads an IEA document from the Office SharePoint Server document library, the document automatically inherits the IRM permissions applied to the library. The employee downloads the IEA document in encrypted, rights-managed file format and communicates with an IRM server to access the actual content. Also, IRM enables the LCA team to specify whether employees can print documents.
At the end of the cycle, LCA team members deal with maintenance and administration almost exclusively on the IEA Web site. They perform advanced searches and manually insert IEA data directly into the system. They can also create an IEA mapping, which links a location and language to a specific IEA template type. In addition, the administrators can edit or delete mappings.
IEA Life-Cycle Management
At Microsoft, the IEA document life cycle consists primarily of the following steps:
An employee creates a document and sends the document via mail, fax, or courier to a contact.
The contact signs the document and then faxes or mails the document back to the employee who created the document.
The employee sends the document to the LCA administrator for approval.
The LCA administrator mails a copy of the document to the recipient (a contractor, for example), packs the signed document, and sends the document to off-site storage.
Because the document originated within an IRM-enabled document library, policies controlled by the IRM server now help protect the document. The document is also searchable, both by document name and within the document itself. Future employees who seek this document do not need to create a duplicate. If the recipient had created the document locally—without the benefit of the IEA Web site, Office SharePoint Server, or the 2007 Office system—the document would not be searchable in this way.
The IEA Web site streamlines this process and provides a single point of access for the most commonly used functions in IEA life-cycle management. Any Microsoft employee can create an IEA, but only LCA employees can create non-standard IEAs. The creator of non-standard IEAs can later edit them. These documents require LCA approval. Apart from this distinction, the document life cycle is the same for standard and non-standard IEAs. Through the Web site, employees and IEA administrators can perform the following tasks:
- Create an IEA
- Check whether the status of the IEA is pending or approved
- Perform searches to see if a contract already exists
- Learn about the IEA process
- Get technical help regarding the site
- Perform maintenance or validation on contracts (IEA administrators only)
Figure 2 shows the user interface of the IEA tool.
Figure 2The IEA home page
The LCA team described its most frequent document management tasks to Microsoft IT, which then designed the IEA site around those functions. The document life cycle has not changed, but the IEA solution has streamlined the life cycle.
Note: Because all Microsoft employees can work with a U.S. English user interface, Microsoft IT did not need to localize the interface.
For Microsoft IT, a combination of the 2007 Office system and Office SharePoint Server2007 provided excellent value in terms of streamlining business processes and enhancing collaboration. An Office SharePoint Server Web portal as a single access point, combined with IRM, gave the LCA team a security-enhanced, efficient solution for the creation of IEAs. In addition, because of the reduction in servers and custom code, the LCA team saved $1.1 million U.S. per year. This savings coincided with broader organizational goals, particularly the SharePoint Simplification Initiative.
- Simplified compliance. With the IEA solution, employees spend less time searching for documents and creating redundant contracts. As a result, document management is easier. With an IRM-enabled document library provided by Office SharePoint Server, corporate and legal compliance becomes part of the life cycle. Employees can also pinpoint their IEAs in progress throughout the IEA life cycle.
- Easier collaboration. A single point of access enhances document sharing. Employees no longer need to attach files to e-mail messages or use network file shares to work on projects together. Office SharePoint Server provides a seamless interface in which employees from different parts of Microsoft, in different countries, can collaborate on the same project.
- Reduced IT intervention. Microsoft IT reduces the need for IT intervention in three ways. First, the single point of access that Office SharePoint Server provides for employees eliminates the need for requests to access network file shares. Second, Open XML and the 2007 Office system eliminate the need to install Office Word as a server application, which eliminates custom code requirements and provides a more stable content management platform. Finally, the simplified user interface of the IEA Web site facilitates greater user autonomy. Microsoft IT used Office SharePoint Server to simplify the integration of existing technology (the COM+ application) with a better interface.
- Enhanced search. With Office SharePoint Server2007 document libraries, searching is more than looking for file names. Now, employees can search for specific legal language within an IEA document.
For the LCA team, the 2007 Office system and Office SharePoint Server2007 provide a cost-effective solution for the team's IEA creation process. The new IEA Web site is a security-enhanced site with a central document repository. Through Office SharePoint Server, one point of access enables Microsoft employees to generate an IEA from anywhere in the company.
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