Last week, Exari teamed up with IACCM for an insightful webinar to explore the meaning of “Contract Certainty” and how you and your business can work towards achieving it. Attendees also got a look into our Universal Contract Data Model™ and what’s in store for the future with the newly announced CMA Contiki and Exari combination.
Exari’s Founder and Chief Product Officer, Jamie Wodetzki, kicked off the webinar with how you can begin to eliminate contractual uncertainty, like contracts that have expired, risks buried deep into the fine print and gaps in the paper trail. He addressed Revenue, Supply Chain, Process and Title Uncertainty, and the risks associated with each.
With all of the potential risks that live within your contracts, it’s crucial to have an enterprise view. This will allow you to constantly keep track of your businesses relationships with vendors, customers and trading counterparties. By having complete insight into all of your contractual data, you also gain an enterprise view of your business’s risk, the contractual risk score and a breakdown of where it lives. For example, your customer risk score might be lower than your liability risk score, giving insight into which ones you need to dig deeper into and work on.
Mike Maziarz, Exari’s VP of Marketing and Product Management, closed out the webinar with how we’re allowing our customers to move towards 100% Contract Certainty™, with the help from our Universal Data Model™. Mike also commented on the exciting Exari and CMA Contiki merger and how we complement one another to strengthen 100% Contract Certainty™ even further. If you haven’t watched the webinar recording yet, I won’t ruin it for you!
Click here to receive your copy of the webinar recording today!
“You’re wanted upstairs. Now. As in, immediately.”
There’s nothing quite like these words to kick off a relaxing day at the office. You head up to the executive suite wondering what fire-drill, or firing offense, awaits.
As you walk in, the Wall Street Journal flies across the room and lands at your feet.
“Our biggest back office vendor has been hacked. It’s a disaster. Apparently it happened a week ago. So why am I finding out about this in the Journal? What’s our legal position?”
You pause. You think. Where is the contract? Did I negotiate that one? Was there an obligation on them to report incidents like this as soon as they occurred? What’s our obligation to notify affected customers? How much time have we got? What if the vendor goes under? Can we terminate and switch vendors? Or was this exclusive? Can they hide behind capped liability?
So many questions. So little time. So many angry executives.
What happens next depends in large part on how well you stress-tested your contracts before an event like this. If you planned ahead and created a trusted source of operational contract data, you can probably answer many of these questions quickly and with confidence. If you did nothing to prepare, you will likely spend the day (or the week) running around like a headless chicken, looking for contracts, scrambling through paperwork, and wondering how to say “I don’t know” without sounding like an idiot.
And this is just one stressful event.
There can and will be many others: corruption scandal, currency crisis, regulatory investigation, product recall, patent litigation, credit crunch, and more.
But don’t stress out. Stress test. Get ahead of the problem. If you stress test ahead of time, you can fix the weak links. If you wait for a crisis, it’s too late.
Join us for a free webinar on Thursday, October 29th at 11am EDT to find out how to best prepare for a crisis and protect your company and your job. Click here to register or to learn more.
Jamie Wodetzki is Exari’s Co- Founder & Chief Product Officer. Reach out in the comments or @wodetzki
You know you need contract management software. As Gartner reported recently, “CLM Is Moving From ‘Nice to Have’ to ‘Need to Have.’” But how to convince your boss?
Many good contract management initiatives never get off the ground because the CEO isn’t on board. To convince them, you need to pitch your business case in terms of solving an urgent problem and delivering measurable results. Easier said than done, right?
We’ve been doing this a long time. Before you set about planning an internal project to determine ROI, you have to know how to convert your CEO. We’re teaming up with the ultimate contract experts at IACCM to offer a free webinar to explain the best way to argue your case for contract management ROI. Because you don’t want your CEO to simply be on board – you want an internal champion to see your contract management solutions through to completion.
To listen to the discussion, join us for the webinar on September 9th, 2015. Click here to register, to sign up to receive the recording, or to learn more.
Welcome back for installment two of The 5 Scariest Questions Your CEO Could Ask About Your Contracts, based off our recent webinar of the same name. In Part 1, we detailed the first three situations in which not knowing your contracts inside and out could make you shake in your boots: 1) an M&A event 2) a rogue vendor and 3) an MFN clause. Let’s dive into the rest.
The Data Breach
“Why is the Times calling me for a comment on a data breach of one of our biggest vendors? They would’ve told us about that, right?”
This unpleasant question will make you scramble for a complete picture of your relationship with the vendor. You’ll need to find out if your contracts impose on them meaty and timely disclosure requirements so as to determine if their apparent non-disclosure puts them in breach.
Seeing as your business’ and clients’ sensitive information may be compromised by a breach of a vendor, you will also need to have an immediate and comprehensive understanding of your disclosure obligations to all of your customers. Which events require you to disclose what, to whom, and within what timeframe? Did you make promises to customers that have already – albeit unknowingly – been broken?
Companies often believe that implementing comprehensive cyber security protocol internally is enough to protect themselves from the many liabilities that stem from a hack or data breach, forgetting the exposure caused by third party vendors.
The Risk Riddle
“What are the 10 riskiest contracts and what are we doing to manage that risk?”
This is a riddle indeed, as it may seem easy enough to answer but it turns out you need more than just an educated guess to answer with certainty. Your CEO probably does not want a vague, opinion-based, “it depends,” which doesn’t instill a high degree of confidence and, frankly, looks lazy. So how would you go about reassuring the CEO that their risk and legal experts have a handle on the riskiest contracts ?
To start, you’d need an accurate, high-quality, objective way to measure contractual risk across your contract portfolio. You may intellectually and instinctively know which vendor or customer relationships wave red flags (that Caracas-based company, perhaps?), but your contract language may tell a different story. If you do not have a way to assess risk embedded in contract language, there’s a good chance those high-risk contracts are not receiving the attention they require. And if you can’t articulate risk measurements when asked by the CEO, you’re essentially neglecting your responsibility as a legal or compliance officer to be on top of your risk. In other words, this little question may in fact be the scariest of them all, as it exposes not only your business risk, but your own weakness.
So what to do? Here are a few general rules to follow:
- Deal with early termination risk ahead of time; due diligence is too late
- The devil is in the details in strategic contract relationships – keep an eye on gaps
- Beware the MFN – it amplifies bad pricing unless very carefully managed
- Don’t wait for a crisis to manage risk; be proactive
But how, you ask? You’re right, it’s probably impossible to remember the precise details of every pricing and disclosure clause, to monitor every vendor and partner, and to monitor all your risk.
The one tried-and-true way to gain control and visibility over your contract portfolio is to invest in contract management software that organizes and reports on contract data so the answers to your CEO’s scariest questions are just a few clicks away.
The best software on the market today is the Hub™, an out-of-the-box solution that allows users to store, organize, access and report on the content of and risk in all of their contracts in one central place.
Answer the CEO with Speed and Certainty
Imagine your boss were to ask you one of the five scariest questions this afternoon. Let’s take the one about the most favored nation clauses. You know you have to identify the worst pricing you’ve ever granted along with any price variation and discounts included in the agreement. With the Hub, it’s as easy as opening Exari Hub to the main dashboard:
You can then search for all the contracts with Most Favored Nation clauses, adding filters (such as geography, value, etc.) as you require. With the Hub, what may have been a desperate hunt for contract data becomes a simple click and search.
Special thanks to Jamie Wodetzki, whose webinar inspired and informed much of these blog posts!
And how to respond without losing your cool (or your shirt)
Even if you’re not scared of your CEO, you may be scared of the questions they could ask about your risk and liability. It’s a good thing your contracts can probably tell you everything you need to know.
We recently produced a webinar called The 5 Scariest Questions Your CEO Could Ask About Your Contracts. Pulling from the webinar, we’ll go through the five scenarios in which your ability to mine into your contract data could make a massive difference to your business and your reputation. Because we think this topic is so important for corporate legal professionals, we’ll take two blog posts to dig into the risks and solutions presented by your contracts.
Ready? Let’s go.
“I don’t need to worry about contract surprises, right?”
In the case of a merger and acquisition – whether you’re buying something, selling something, or spinning off a piece of the business – your contracts, especially revenue and sell-side contracts, will get a lot of attention. The evaluation of your businesses value depends on many things, and on many things being certain. “Surprises” are rarely a good thing in this case, as they usually mean a reduced evaluation.
So what does your CEO mean by contract surprises? A surprise could be a missing contract, which leads to uncertainty and, thus, risk. Other surprises could be unaccounted for ‘termination for convenience’ or ‘termination for change of control’ clauses in your client contracts. Because such clauses mean a client may choose to end the relationship simply because they do not like the post-merger or post-acquisition relationship, it’s essential to understand where such clauses exist so that the risk they pose can be accounted for in negotiation and evaluation efforts. Furthermore, in the unlikely scenario that you have a client agreement with language that sees for strict customer consent, there’s the possibility that a customer withholding or delaying consent would, in turn, delay and potentially compromise the closing of a lucrative M&A deal. In short, when these types of clauses are “surprises,” the value will be less than expected and the CEO will not be a happy camper.
The Rogue Vendor
“We have a problem with a vendor – they’re claiming that they own part of our product/want to create a competing product/have already approached our biggest customer – but our contracts with them are tight, right?”
In the unlikely but unfortunate case of a vendor attempting to become a competitor, all of your contracts with this vendor would come under the microscope. If you’ve had a long business relationship, you’ll most likely have a long and messy contractual history as well. You’ll need to locate all the executed agreements you have with the vendor – including amendments – so as to understand your precise rights. Are you sure the copies you’ve found are the signed copies? Do they have the right to terminate? Do you have non-compete language? If yes, you’ll need to ask if are there any loopholes? Have they expired? Do the non-compete clauses apply after termination? Did we ever neglect to account for ownership of new things we created? Only once you can answer all of these questions with certainty can you know how to move forward in the case of a vendor gone rogue.
The Price Tap
“I have a strategic account insisting that they receive the best pricing we’ve ever granted to any client. What is this pricing?”
If you’re going to concede a Most Favored Nation (MFN) clause, you need to do so with your eyes wide open. MFN clauses are usually dangerous but, when used strategically, may help secure important business. What do you need to know when the CEO asks for the worst pricing you’ve ever agreed to? You need to know the pricing, of course, but also what types of price escalation and what discounts were used, as these are things you’d likely need to offer to this new strategic account. You’d also need to find this out very quickly: if you charge more than the lowest price, you’re in breach of the new contract; if you charge less, you’re in breach of all of your other MFN agreements. Yikes.
Check back or subscribe to our blog feed to catch the next post, where we’ll finish up the list and talk about how you can answer even the scariest questions about your contracts.
Click here to watch the webinar.
Contracts serve as the backbone of the modern business. They contain nearly all the information you need to be able to assess the health of your business and your business relationships, both internal and external. The best Contract Lifecycle Management (CLM) solutions available today not only automate contract creation, they import key data points from legacy contracts, so you can search, sort, share and report on the data of your entire contract portfolio.
The pressure is on. Regardless of your industry, you are expected to deliver more with less: more revenue with less cost and more results with less risk.
Human Resources is a document intensive field. HR professionals in companies with large workforces, high employee turnover and/or global offices, end up devoting a significant amount of time to necessary but low-value paperwork.
Exari sponsored a webinar to show how HR departments, swamped with paperwork, can get back the time to perform higher value work by automating their documents. You can view the recording here.
Document automation helps HR departments reduce the time it takes to create essential HR documents like offer letters, consultant contracts, warning letters, COBRA notifications and more. Add in contract management, and HR managers can gain fingertip access and complete visibility into new and existing documents.
In addition to outlining the best types of HR documents to automate, the webinar included a demonstration of Exari’s Document Assembly and Contract Management products for HR professionals. If you would like to learn more, request a recording of the webinar here, or to see the solution in action, request a demo.
Human Resources is a document intensive profession, but you can end the HR document pile up by automating your documents. Join us for an informative web-seminar on Thursday, June 21 and learn how document automation can alleviate the burden of creating important HR documentation. The webinar will be recorded and shared with all registrants for you to watch at your convenience.
The audience at a recent Exari webinar entitled, “Introduction to Document and Contract Automation,” asked lots of great questions. We are sharing some of them with you here, along with the answers, because we realize that you may have the same questions yourself.