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A simple system for electronic filing of contracts

Ken Adams is asking for tips on “how one might go about creating a searchable digital archive of a medium-sized company’s hard-copy contracts.” Below is an edited version of my response, which worked well for my admin and me when I was the (solo) GC for a publicly-traded software company and we were usually the ones generating the signature documents:

1. From Microsoft Word, print the signature version to PDF, with a running header showing a unique version code. I normally use a hand-created timestamp, e.g., “2009-11-02 0650 CST.”

2. Send both Word and PDF versions to the other side — they’ll often appreciate having the PDF.

3. When the contract is signed, scan the signed signature page(s) and append it / them to the PDF. You now have a searchable PDF without the possible uncertainties of the OCR process.

4. Save the PDF to your server (with a suitable file name including the contract effective date) in a simple folder-tree subdirectory structure, organized by company name. We saved all our contracts that way, whether we were the vendor or the customer.

This wasn’t especially ‘elegant,’ but it had the virtues of simplicity and extremely low cost.

It made it very easy for my admin to send copies of specific contracts to sales people, etc., when asked.

And when eventually we were acquired by the giant in our field, this filing system made it easy for us to create an electronic data room for due diligence purposes, and to quickly look up the answers to questions from the acquirer’s lawyers.

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