How to Finish the Quarter Strong in Contract Negotiations – 6 Tips
Introduction
Is there a way to prepare for contract negotiation peaks, like the end of the quarter? Especially before the end of Q2 (Summer holidays and Q4 (Christmas holidays) commercial and legal teams see a spike in contracts that need to be signed. Also see this Harvard Business article on the end of quarter sales rush and how to improve your sales processes.
As a lawyer and in-house legal counsel since 2004, I’ve witnessed firsthand the challenges faced as quarter-end approaches. Negotiation deadlines, approvals bottleneck and orderly workflows turn into chaos and team members are stressed. What if you could approach this challenging period with strategic foresight and unmatched efficiency? Let’s explore how proactive planning can transform your end-of-quarter chaos into a symphony of streamlined processes in the Article ‘How to Finish the Quarter Strong in Contract Negotiations – 6 Tips’.
Harnessing Proactive Steps to Master the Quarter-End Crunch
The key to conquering the quarter-end isn’t reactive measures but proactive planning. With Q2 upon us, now is the perfect time to optimize your legal department’s operations and prevent the usual end-of-quarter negotiation bottlenecks.
Setting the Stage for Efficiency
While Q2 is often underestimated in terms of urgency, it’s an ideal period for reflection and goal setting. Take this time to evaluate your legal department’s past achievements and outline ambitious targets for the weeks ahead. Actions taken now will not only streamline current processes but will also pave the way for a smoother Q3 and beyond.
Preparation in the previous months is instrumental in achieving this efficiency. Working on templates and improving meeting structures between legal and all relevant teams sets a solid foundation for success.
Example: One of my clients, a mid-sized tech company, struggled with the chaos of quarter-end contract negotiations. By introducing standardized templates for recurring agreements and setting up regular bi-weekly meetings between the legal team and sales departments, they managed to streamline their processes significantly. Within two quarters, the time spent on each contract was reduced by 30%, and the number of last-minute urgent requests dropped dramatically.
Here are some actionable tips to set your team up for success:
Templates Only
Avoid new custom-made contracts. Use standardized templates to save time and reduce errors.
Focus Only on Q2 Deals
Prioritize deals closing this quarter. Concentrate your efforts on what can be completed by the end of Q2 to avoid last-minute rushes.
Write Down Lessons Learned
Document improvements for future reference. Reflect on past challenges and successes to refine your processes continuously.
The Power of Proactive Communication
With only a few weeks left in Q2, initiating a targeted communication strategy is crucial. Here’s a recommended approach:
Proactive Communication
Initiate clear and targeted communication early, also with outside counsel and customers. Open lines of communication ensure everyone is on the same page and can address potential issues promptly.
Set Clear Expectations
Define focus areas and require management approval for exceptions. Clearly articulate priorities to your team and stakeholders to ensure alignment and minimize distractions.
Example
At a large financial services firm I worked with, the legal team started sending out a “Quarter-End Preparation Bulletin” four weeks before the end of each quarter. This bulletin included a clear outline of priorities, deadlines, and key contacts for any urgent matters. By setting these expectations early, the team saw a 50% reduction in last-minute contract sign-offs and a smoother approval process.
Recommended Approach:
- Targeted Communication: Start with drafting a clear, concise email to your Sales, Partner, and Procurement teams.
- Clear Expectations: Outline that your focus for the upcoming two weeks will revolve around ongoing contracts, genuinely urgent matters, and documents needing signatures by quarter-end.
- Management Approval: Make it known that any deviations from these priorities will require direct approval from senior management.
Building Trust Through Consistency
Implementing this proactive communication strategy may initially meet some resistance. However, consistency will foster trust and acceptance over time, leading to earlier and more efficient interactions with Sales, Procurement, and Partnership teams.
Consistency Builds Trust
Regular, predictable processes lead to better outcomes. Establishing a routine will help your team and stakeholders know what to expect and plan accordingly.
Consistency is key. When your team and stakeholders know what to expect, it builds trust and reliability. This consistency ensures that everyone is prepared and can plan their work around these predictable processes.
Proven Success and Long-Term Benefits
Adopting this proactive stance can yield significant improvements within just a few quarters. By optimizing the use of your team’s resources and ensuring focus on critical, time-sensitive tasks, you can achieve better results and reduce stress.
Example
A medical devices company we advised implemented these strategies and saw notable improvements within 2 to 3 quarters. The legal team’s productivity increased by 40%, and they reported a significant reduction in stress levels and overtime hours during quarter-end.
Next Steps for Implementation
Before you send out that crucial email, ensure your team is aligned during your regular meetings and gain the necessary buy-in from key stakeholders to support this new strategy. Make sure everyone understands the benefits and is on board with the changes.
Conclusion
By embracing proactive strategies before the peak of Q2, you can effectively reduce negotiation hurdles and enhance your legal team’s productivity throughout the year. This approach, honed through my extensive experience in various high-level legal roles, can transform your quarter-end processes into efficient, well-oiled operations
Struggling with SaaS Vendor Contracts? See our list with the 17 Most Common Documents
There are many different types of contracts and documents commonly used in SaaS business arrangements. In this post, we will provide you with a comprehensive list of top-tier Software as a Service (SaaS) and related contract and document resources.
To start with, what do these terms mean?
“SaaS contracts and documents” refers to the legal agreements and documentation involved in Software as a Service (SaaS) products and services. These documents outline the terms and conditions of service provision, usage rights, data protection, liability, payment terms, and other crucial aspects of the SaaS relationship between the service provider (vendor) and the customer.
“SaaS is a subscription-based software that works through the cloud, meaning you do not need to install or maintain it on your computer. You do not need to install or maintain software; you only need Internet access to use SaaS products. Examples: Google, Microsoft 365, Salesforce, Adobe, Zoom etc.
When using SaaS, there is a need to have a binding legal contract which sets out the terms and conditions of the software subscription and regulates the relations between a software provider/vendor and a customer who is subscribing to use the Software online. In practice, you can see different names of SaaS Agreements, such as Master Agreement, Subscription Agreement, End-user License Agreement (EULA), and (SaaS) License Agreement, etc. So, there are various types of contracts or documents you need to be familiar with when you manage SaaS contracts.
Some common SaaS contracts and documents include:
- General Terms & Conditions/Terms & Conditions (GT&C/T&C), refer to the legal agreement that sets out the rules, policies, and guidelines governing the use of services, products, or platforms. These terms establish the foundational relationship between a provider, seller, or service operator and its clients, customers, or users. They outline rights, responsibilities, limitations, and obligations to ensure clarity and fairness in transactions or interactions.
- Master Service Agreement/Master Ordering Agreement (MSA/MOA) is a comprehensive contract that lays out the fundamental terms and conditions governing future transactions, projects, or agreements between parties. It serves as a foundational framework for subsequent detailed agreements, orders, or projects, providing a consistent set of terms and conditions that apply across multiple transactions or projects. The MSA/MOA outlines the overarching rights, responsibilities, obligations, and terms of engagement between the parties involved, facilitating efficiency and clarity in business dealings.
- Terms of Use (ToU), also referred to as Terms of Service (ToS), is a legal agreement that specifies the rules and guidelines users must adhere to when using a website or service. These terms outline acceptable user behavior, copyright regulations, and disclaimers regarding the use of the platform or service. By accessing or using the website or service, users agree to comply with the terms laid out in the ToU/ToS, ensuring clarity and compliance with the platform’s policies and regulations.
- End-User License Agreement (EULA) is a license agreement that sets forth the terms and conditions under which a user is granted the right to use a software application. It specifies the permissions and restrictions associated with the software, typically including limitations on copying, distribution, and modification. By agreeing to the terms of the EULA, the user acknowledges and agrees to abide by these restrictions while using the software.
- Service Level Agreement (SLA) is a contract that establishes the expected standards of service to be provided by a service provider/vendor to its clients or customers. It outlines measurable metrics for service levels, such as uptime, response times, and performance benchmarks, to ensure transparency and accountability in service delivery. Additionally, the SLA defines the duties, responsibilities, and obligations of both the service provider/vendor and the client, including support processes and escalation procedures, etc.
- Data Processing Agreement (DPA) is an agreement that governs how a data processor handles personal data on behalf of the data controller, ensuring adherence to data protection laws. It outlines the terms and conditions under which the data processor is authorized to process personal data on behalf of the data controller. The DPA ensures compliance with data protection laws, such as the General Data Protection Regulation (GDPR), by specifying the responsibilities, obligations, and security measures that the data processor must adhere to when processing personal data.
- Non-Disclosure Agreement (NDA) is a legal contract that creates a confidential relationship between parties involved in a business transaction, collaboration, or exchange of sensitive information. Its primary purpose is to safeguard confidential or proprietary information, including trade secrets, technical know-how, or other valuable data, from unauthorized disclosure or use by third parties. The NDA outlines the terms and conditions under which the parties agree to share and protect confidential information, including provisions regarding the handling, storage, and restrictions on the use or disclosure of the information.
- Order Form (OF) is a document used in commercial transactions to specify the products or services to be purchased by a buyer from a seller. It serves as a formal agreement between the parties, detailing the quantities, prices, and terms that have been mutually agreed upon. The Order Form typically includes information such as product descriptions, quantities, unit prices, total costs, payment terms, delivery details, and any applicable terms and conditions.
- Purchase Order (PO) is an official offer issued by a buyer to a seller, indicating the types, quantities, and agreed prices for products or services intended to be purchased. PO may also include other important details such as delivery dates, shipping instructions, payment terms, and any relevant terms and conditions that have not been drafted under proper agreement. Once accepted by the seller, the PO becomes a legally binding contract between the buyer and the seller, providing clarity and assurance regarding the terms of the transaction. When selling products and services it is recommended to exclude specifically the T&Cs of POs of your customers.
- Financial Services Addendum (FSA) is a supplementary document which addresses specific regulatory and compliance obligations that are pertinent to financial institutions or organizations operating within this sector. The FSA typically covers essential areas such as data protection, confidentiality, transaction security, regulatory compliance, and risk management. It may outline additional terms, requirements, and safeguards related to the handling, processing, and storage of financial data and sensitive customer information.
- Financial, Social and Governance (ESG) encompasses a framework for evaluating a company’s commitments to sustainable, ethical, and responsible business practices across environmental, social, and governance aspects. It provides a comprehensive view of how a company operates and its impact on various stakeholders, including the environment, society, employees, investors, and communities.
- Code of Conduct Agreement (CoC) serves as a foundational document that outlines the expected standards of behavior, ethics, and professional conduct for all individuals associated with an organization, including employees, contractors, and partners.
- Privacy Policy is a critical document that provides detailed insights into the strategies employed by an entity to acquire, utilize, disclose, and oversee customer or client data. It outlines the measures taken to safeguard the privacy of individuals and ensure compliance with legal mandates and regulations governing data protection and privacy. A comprehensive Privacy Policy typically covers various aspects, including the types of information collected, the purposes for which it is collected, how it is used and shared, data retention practices, security measures implemented to protect data from unauthorized access or disclosure, and the rights of individuals regarding their personal information.
- Request for Information (RFI) is a formal process organizations use to gather preliminary details from potential suppliers or vendors before requesting more detailed proposals or quotations. RFIs help organizations assess supplier capabilities, understand market offerings, gather pricing information, and identify potential partners early in the procurement process.
- Request for Quotation (RFQ) is a formal invitation extended to suppliers or vendors, submitting bids for specific products or services. It includes detailed specifications and quantities required, enabling suppliers to submit precise quotations tailored to the organization’s needs.
- Request for Proposal (RFP) is a formal solicitation document issued by an organization to potential suppliers or vendors, inviting them to submit proposals for providing a desired solution or service. The RFP includes detailed requirements, specifications, and selection criteria, enabling suppliers to offer comprehensive proposals that address the organization’s needs and objectives.
- Business Associate Agreement (BAA) is a contractual document that outlines the practices and safeguards a business associate must adhere to when handling protected health information (PHI) on behalf of a covered entity, as mandated by the Health Insurance Portability and Accountability Act (HIPAA). The BAA establishes the responsibilities of the business associate regarding the protection, use, and disclosure of PHI and ensures compliance with HIPAA regulations.
If you need more information about SaaS Agreements and need help drafting a SaaS contract for your organization or reviewing a SaaS contract, please contact us on rreggers@amstlegal.com
How to Improve Your Negotiation – 7 Best Books to Read
7 Great Books to start with when you want to improve your Negotiation style. You will absolutely see that you will be a better negotiator if you apply the lessons mentioned in these books.
Förklaring av NDAs – Vad du behöver veta (del 1)
Förklaring av NDAs – Vad du behöver veta (del 1)
I den konkurrenskraftiga affärsvärlden där idéer, innovationer, finansiell information och hemligheter är framgångsnycklarna, spelar Non-Disclosure Agreements (NDAs) ofta en viktig roll i att skydda ett företags konfidentiella information. NDA säkerställer att den konfidentiella informationen endast används för det specificerade ändamålet som parterna i en affärsrelation avtalat om. Denna artikel kommer att ge en omfattande översikt av NDA i sammanhanget Business to Business (B2B).
Vad är ett NDA?
Ett NDA, även kallat sekretessavtal, är ett juridiskt bindande avtal mellan två eller flera parter med syfte att skydda konfidentiell information som kan komma att delas under tiden av deras affärsrelation. Mer specifikt är företags konfidentiella information icke-offentlig information som skulle kunna skada företaget om det skulle offentliggöras. Vanligtvis inkluderas en lista över den konfidentiella informationen i avtalet. Det kan innehålla exempelvis affärshemligheter, know-how, produkt- och teknikrelaterad information, rabatter, kundlistor, försäljnings- och finansiell information, affärsplaner etc.
Varför och när behöver vi ett NDA?
I B2B-sammanhang kan NDA vara ett väsentligt verktyg för att skydda affärshemligheter och annan konfidentiell information som är viktig för ett företag för att bibehålla dess konkurrensfördelar. Denna känsliga information bör därför definieras tydligt och noggrant i NDA. Var däremot försiktig med att inte definiera det för snävt för att säkerställa att du inte har missat en viktig kategori. Genom användande av ett korrekt utformat NDA kan ditt företag skydda värdefull information från konkurrenter eller tredjeparter som kan dra nytta av att sådan information avslöjas.
Primärt syfte
Det primära syftet med ett NDA är att säkerställa att den avslöjade känsliga informationen används och hanteras säkert, vilket förhindrar en avslöjande part att använda eller röja informationen utan vederbörligt tillstånd och behörighet. Ett NDA undertecknas ofta i början av en affärsrelation innan man går in i affärsrelationen.
Exempel
Vanligt exempel: Ett teknikföretag planerar att sälja och erbjuda specialiserade programvarulösningar till en företagskund. Företagen börjar med att diskutera hur man integrerar programvaran i kundens system för att fastställa priset för integrationen och användningen av programvaran. För detta kan teknikföretaget dela insyn om sin prissättning, SLA, policys och programvara, och kunden kan i sin tur förklara sina utmaningar och dela affärsplaner. När företagen gör detta planerar de således att dela dokument, inklusive icke-offentliga sådana, det vill säga konfidentiell information. Därför rekommenderas det att sådana företag skriver under ett NDA innan de delar sådan konfidentiell information sinsemellan. Ett sådant NDA kan sägas upp när parterna undertecknar ett slutligt kundavtal, vilket också bör inkludera sekretessvillkor.
Hur skyddar ett NDA din konfidentiella information?
Precis som för vilket annat juridiskt avtal som helst, medför avtalsbrott av ett NDA rättsliga konsekvenser. Beroende på avtalsbrottets allvar kan konsekvenserna sträcka sig från rättsprocesser och ekonomiska påföljder till åtal i extremfall. Avtalsbrott avseende ett NDA kan också skada en parts renommé, vilket kan leda till andra långvariga konsekvenser för dess affärsverksamhet, särskilt i affärsrelationer och i branscher där förtroende och sekretess är avgörande. Rättsliga anspråk och stämningar rörande avtalsbrott av ett NDA hör inte till vanligheten, men det händer definitivt att ett företag behöver betala vite för avtalsbrott. Vi har även gett rådgivning några gånger tidigare i denna fråga.
Vilken slags NDA behöver du?
Det finns olika typer av NDA som kan användas baserat på de specifika omständigheterna och de involverade parternas behov. Nedan listas de tre vanligaste typerna:
- Unilateralt NDA (Ensidigt NDA): I ett ensidigt NDA ålägger en part, vanligtvis säljaren, den andra parten skyldigheten att säkra informationen och inte avslöja eller använda informationen för något annat syfte än det som specificerats i avtalet. I ett B2B-sammanhang, används ensidiga NDA ofta mellan köpare och säljare. Exempelvis kan ett bioteknikföretag (säljare) använda ett ensidigt NDA för att förhindra köparen från att avslöja känslig information de har fått vid köp av produkter eller tjänster såsom immateriella rättigheter och datorteknologi. Det är även vanligt i offentliga upphandlingar och för RFI (Request for information) vid RFP (Request for Price) situationer.
- Gemensamt NDA (tvåsidigt eller ömsesidigt NDA): Ett ömsesidigt NDA involverar två parter där båda parter kommer att dela känslig information med varandra och kommer ömsesidigt överens om att båda parter blir bundna av tystnadsplikt. Ömsesidiga NDA används ofta när parter behöver utbyta betydande mängder av konfidentiell information under sina förhandlingar eller affärsrelationer. Sådana situationer kan vara joint ventures, leverantörsavtal eller företagsförvärv.
- Multilateralt NDA (tre- eller flerparts NDA): Ett multilateralt NDA inkluderar tre eller fler parter, där åtminstone en part delar känslig information med andra parter och genomdriver tystnadsplikt. Den här typen av NDA förenklar pappersarbetet och administrationen för parterna på så sätt att parterna inte behöver ingå flertalet ensidiga eller bilaterala NDA med varandra. I en affärsrelation som involverar tre parter, där alla förväntar sig att avslöja konfidentiell information, kan ett enda multilateralt NDA ersätta behovet av tre olika bilaterala NDA mellan varje partspar. Sådana situationer kan vara partnerskap, regeringskontrakt (såsom försvars- och rymdfartskontrakt) och konsortieavtal.
NDA’s Explained – What You Need to Know (Part 2)
1. Introduction
Let’s dive deeper in the details of NDAs. After explaining the basics and different kinds of Confidentiality Agreements (NDAs) in the previous article, we will now zoom in on four key elements that are part of NDAs: Parties, Definitions of ‘Purpose’ & ‘Confidential Information’ and the Term of the NDA.
In part 1 of our series ‘NDA’s Explained’, we explained what NDAs are and which different kinds of NDAs exist (link to article: https://amstlegal.com/ndas-explained-what-you-need-to-know-part-1/). Also see this great practical article on NDA’s by Ironclad.
In this article, we will take a closer look at Four Key Elements of NDAs that are crucial:
- Parties
- Definition of Purpose
- Definition of Confidential Information
- Term of the NDA
Whether you are just starting or experienced in drafting, negotiating and signing NDAs, this article ‘What You Need to Know (Part 2)’ will help you understand the Four Key Elements of NDAs for keeping sensitive information safe in business deals.
2. Parties
Why is this important?
As with other contracts, it is often overlooked and easy to forget to add the correct parties in the NDA. When there is only one company in the group of the parties to the NDA this is simple, but when you are dealing with parties that are parts of larger groups this is important. With large companies like Nvidia, Siemens, Google, Nike, etc. this is obvious but when you are dealing with smaller groups, take a moment to consider which entity of the group is actually sharing the Confidential Information.
Most common parties
When in doubt, or when multiple companies in the group are sharing the Confidential Information, it is advisable that the parent / holding company enters into the NDA. The reason for this is that NDAs typically contain wording entitles the Receiving Party to share Confidential Information with affiliates. It is advisable to also add a well-defined ‘affiliates’ definition in the NDA which will extend the rights and obligations in the NDA to the affiliates of the parties of the NDA.
Specific wording
Example of specific Party wording that needs to be completed: [Add Exact full name of the Company including Ltd., Inc., BV, AB, etc.], a company registered under the laws of [add country/state], with registered office at [add full address] and company registration number [add number].
3. Definition of Purpose
Standards ways of defining Purpose
Most commonly, parties add the following purpose to NDA’s:
- ‘discuss the possibilities of a commercial relationship’ or
- ‘exploring potential partnerships or collaborations between Parties’.
More specific ways of defining Purpose
However, these is not the only purposes that we encounter. Other example are purposes relating to: (i) investors in your company, (ii) research and development, (iii) legal proceedings or (iv) visits to companies or factories, etc.
Key aspects for the Purpose
To identify the purpose of your NDA, ensure that its objectives align with your business goals. Typically, the essence of an NDA’s purpose revolves around two key aspects:
- Evaluating Business Relationship Viability: Assessing the feasibility and benefits of a partnership or collaboration by sharing confidential information to make informed decisions.
- Negotiating Relationship Terms: Engaging in discussions and negotiations to define terms, obligations, and parameters, aiming for mutually beneficial agreements through transparent exchanges of confidential information.
Why is it important?
Clearly articulating the purpose within an NDA is crucial for ensuring alignment between sharing confidential information and business objectives. It prevents misuse or unintended handling of information, enhancing trust and enforceability. In other words, the “purpose” is your tool to limit how and when the receiving party uses and shares your confidential information. This clarity not only enhances understanding and fosters trust between the parties involved but also reinforces the enforceability of the agreement by providing a clear reference point for evaluating compliance and addressing any potential breaches.
4. Definition of Confidential Information
Confidential Information refers to sensitive or proprietary data, disclosed by one party (the Disclosing Party) to another (the Receiving Party) during their business relationship. This information is confidential to protect the Disclosing Party’s competitive position, financial interests, intellectual property rights or reputation.
What should be included?
Confidential Information includes a wide variety of information a wide range of materials, for example:
- Trade secrets
- Business plans and strategies
- Financial data and projections
- Customer lists and contact information
- Product designs and specifications
- Intellectual property, such as patents, trademarks, and copyrights
- Marketing plans and sales data
- Technology, Software code and algorithms
- Research and development projects
- Any other information that is not publicly available and is treated as confidential by the Disclosing Party.
When you enter into a NDA relating to very sensitive information, ensure that you add any relevant confidential information that is typically not included in the definition of Confidential Information.
Specify which confidential information needs to be protected
The definition of confidential information in an NDA is crucial and should strike a balance between specificity and generality. Specific enough to ensure the protection of intended confidential information, yet general enough to cover unexpected but related information.
For instance, parties may opt for narrow definitions to protect only specified information, or broader ones to encompass all information exchanged during their business relationship.
Specific wording
A well-drafted NDA should also clearly state what Confidential Information is understood to be and how the confidential information is communicated. In our view a NDA should have a definition for Confidential Information similar to:
“Confidential Information” means any (non-public) information of and all written, visual or oral disclosed by or on behalf of one party or its Affiliates (“Disclosing Party”) to the other party (“Receiving Party”), identified as confidential or that reasonably should be understood to be confidential, including but not limited to information about their business, trade secrets, etc.
5. Term & Non-disclosure period
Standard Term
NDAs typically have a specified term after which they terminate. There is no standard, generally accepted limit, but the length should be reasonable, considering factors like the lifespan of the confidential information and industry specifics. Commonly, parties agree to a 2 or 3-year term for the NDA, with a further term that the confidentiality will be applicable after termination or end of the NDA.
Exceptions
For NDA’s that relate to intellectual property (IP) and Research and Development (R&D) projects, the confidentiality period is often longer – up to 5 years.
Confidentiality Term after NDA termination
After termination, the disclosing party may require the receiving party to uphold confidentiality obligations for additional years (typically also 2-3 years). When parties enter into a specific agreement relating to the purpose in the NDA, the confidentiality provisions in the specific agreement should replace the wording in the NDA. Even though this is not common, it is a possibility to add such wording specifically in the NDA.
6. Conclusion
Hopefully, this article ‘What You Need to Know (Part 2)’ helped you understand the Four Key Elements of NDAs for keeping sensitive information safe in business deals. Please reach out to us via +31650608964 or lowa@amstlegal.com if you need more information or advice about this subject.
Contract Management: Two Simple Tips to Optimize Your Contract Templates
Introduction: Understanding Contract Optimization
In today’s business environment, efficiency and clarity in contract management are more crucial than ever. One question we frequently encounter is, “What exactly is Contract Optimization Advice?” This concept might seem intricate at first glance, but it’s fundamentally about streamlining your contract processes to save time, reduce errors, and ensure legal compliance. Let me illustrate this with a straightforward example from our recent advisory work.
The Challenge: Streamlining Contract Processes for Enhanced Efficiency
A client approached us with a common yet complex challenge. They had two separate (fairly long) customer contracts in use, signed approximately 100 times each year. These contracts were:
- A standard customer contract for clients not receiving subsidies or government funding.
- A standard customer contract for clients that do receive such financial support.
They asked us to improve the wording of the contract, ensuring that companies signing the contracts understood the contracts sufficiently, avoiding legal jargon where possible. Additionally, they asked to advise them how to amend the contract in such a way that processes would be more efficient. Most importantly, we would of course focus on lowering the risks for the company, where reasonably possible.
Both contracts included a pricing annex, which was subject to regular updates.
Our Approach: Simplification and Innovation
After a brief introductory call with the client and a review of the contracts, we proposed a straightforward yet innovative solution. Our advice focused on two initial key changes which we already proposed without going into the details of the full contracts.
- Consolidation into One Contract: We recommended merging the two contracts into a single document with a distinct annex for subsidy or funding conditions. This approach not only simplifies the contract management process but also ensures that all customers are subject to the same core terms and conditions, promoting fairness and transparency.
- Digital Pricing Updates: To address the challenge of the frequently updated pricing annex, we suggested adding a link to the pricing information on the company’s website. This allows for real-time updates to be made accessible immediately after notifying customers, thereby significantly reducing administrative burdens and enhancing operational efficiency.
The Impact: A Smoother Path to Business Success
Our client implemented these changes and observed a noticeable improvement in their contract negotiation times and overall legal process efficiency. More importantly, this optimization made their business operations smoother and their customers happier by providing clearer, more accessible contract terms.
Conclusion: Let Us Simplify Your Contractual Challenges
Contract optimization is more than a service; it’s a pathway to enhancing your business’s operational efficiency and customer satisfaction. By embracing simplicity and leveraging technology, we can help you navigate the complexities of contract management with ease.
Are you ready to streamline your contract processes and make your business life easier? Contact us for tailored contract optimization advice. Book an appointment with us to discuss possibilities for your company.
Tags: #AMSTLegal #ImproveYourContracts #ImproveYourTemplates #Negotiation #ContractLaw #LegalEfficiency #Legal #CommercialContracts
Legal in the Lead when improving Contract Templates
To improve your contracts, it is no surprise that we recommend Legal to take the lead in creating and implementing contract templates, particularly for critical documents such as loan agreements, general terms & conditions, DPAs (data processing agreements), etc.
Depending on the maturity of an organisation, leadership and commercial teams often overlook the necessity of Legal approval, which leads to inefficiencies and the risks mentioned in the previous articles on this subject. Even though it might be perceived as slowing down processes, it is advised to let Legal take the lead when creating, amending and rolling out your company´s contract templates.
To illustrate this, see two scenario´s that we encounter in practice:
a) Small Businesses and Start-ups: founders or commercial teams in smaller enterprises rely on freely available online templates or self-made documents. While this is an understandable practical approach in the early stages of a company, it is vital to re-evaluate these initial templates in consultation with Legal.
b) Corporates: even in larger organisations with state of the art templates, it is not unusual that commercial and operational teams use their own, unapproved versions tailored for specific products or services. Case study: For example, when advising a company with 120 employees, we encountered 40 different contract templates of the same Sales Contract – one for each product! As the company – understandably – had serious contract efficiency issues, we worked on successfully consolidating this into three contract templates.
Contracting is a highly cross-functional activity (or at least it should be).2 Legal leadership is nothing without involvement from the other departments in a company. How to do this, we will explain in the next tip in the series how to improve your contract templates.
Doesn´t Legal slow down processes?
There is still a common perception that Legal will slow down processes, which is not correct if Legal embraces the possibilities of (i) standardizing and simplifying the contract templates, (ii) working towards the 80/20 Template Ratio and (ii) contract automation. The research on this subject also confirms that – as we have also experienced in practice in many different companies – that it will actually speed up your processes. Lastly, this is also substantiated by the interest in Legal Tech & CLM (Contract Lifecycle Management) tools offered that automate and streamline contract processes during key stages in the contract lifecycle.
To improve contract templates, more work will indeed need to be done at the start of the process to ensure that the standards not only contain legal, but also business requirements. Once the contract templates have been created and includes the input from all teams (see next tip 4), the standardized templates can be used without input from Legal – which will greatly improve the efficiency, scalability and negotiation time for your contracts.
Automation and Empowerment Commercial Team
Once these contract templates are final, these templates can be made available internally and/or externally depending on the type of contract, for example:
online (Terms and Conditions, DPA, SLA (Service Level Agreement)
contract management software (e.g. Customer Agreement, NDA (Non-Disclosure Agreement), Order Forms; and/or
by the commercial teams (Enterprise Customer Contract, Partner Agreements, Master Services Agreement).
It is therefore crucial to have a central repository and/or automate the access to the contract templates to empower the commercial teams to use the contract templates within the agreed framework. Commercial teams need to be enabled to complete and send out contracts (e.g. Enterprise Customer Contracts, NDAs and Partner Agreements) that are made using the template contracts. More on this in point 5 below.
Broadened Scope
Key to this approach is that Legal is not only involved in leading the effort in creating typical contract templates like NDAs, sales or partnerships agreements, but also documents such as Service Level Agreements, Offer Documents and Order Forms. Once these agreements have been agreed by Legal and the rest of the company, they can be used at scale within the agreed framework.
The Role of Legal
Legal should oversee the drafting, implementation and management of these contract templates to ensure accurate and compliant use of the templates across the organization. Once Legal is in the lead of the contract templates and the business is working according to the 80/20 Contract Template – unsurprisingly – it typically first leads to more work for Legal. This is caused by the fact that Legal now has control over all contracts that are sent out by the company. This is why automation and empowerment of other teams is so crucial.
This brings us to the next points that Legal should focus on: (i) involving other departments in the company and (ii) improving the communication and cooperation with other departments, which we will discuss in our next post
How to Avoid Year-End Negotiation Chaos – 9 Actions
Part 6 of my series ‘Contract Negotiations: How to Avoid Negotiation Peaks
Introduction – Q4 and Year-End Negotiation Peaks are Real
The most challenging time of the year for teams involved in Commercial Contracting is very close. With 5 weeks to go to Christmas and before focusing fully on end of Q4 deals, there are a number of important actions to take to prioritize the right things to do now. We hope to guide you in the right direction with this article ‘How to Avoid Year-End Negotiation Chaos – 9 Actions’.
Why is the countdown clock to Christmas important for B2B Contract Negotiators?
Ever since I started my career in 2004, I noticed that the end of the year is the busiest time of the year for anyone involved in Contract Negotiations, usually until the Friday before Christmas. Reasons for this are financial, commercial and family/vacation.
After that notorious Friday, it is very difficult to get contracts signed, not only due to holidays of contract negotiators, but especially because people that are authorized to sign contracts are on holidays. I have worked on getting signatures from directors skiing the slopes or sailing their boats, but these are exceptions that should obviously be avoided. It is a risky strategy to bother directors on their holidays…
Which Teams are most affected by the Year-End Negotiation Chaos?
Next to professionals in Finance, Consultancy and Law, teams that struggle most end of Q4 are the Sales, Legal and Procurement Teams. For our series we use Customer and Vendor Contracts as examples as most companies deal with these contracts. In this stage of Q4, with 5 weeks to go to the end of the quarter, it is important to focus on Preparation, Planning & Early Prioritization. How do we do that? By focusing on the following 9 practical steps you should take.
How to Avoid Year-End Negotiation Chaos – 9 Actions listed
Q3 deals
Bring the Q3 deal teams together to focus on closing these Q3 deals now. It is a great strategy to ensure that the last details are finalized now (e.g. data privacy & security, implementation issues, etc.) to avoid them coming up at the last moment end of Q4.
Q1 ’24 Deals
Communicate the priority for Q4 deals to your colleagues that are involved in the Q1 2024 deals. Focus on having your last negotiation meetings for deals closing in Q1 2024 now and after next week postpose further action to the start of 2024.
Vendor Contracts
Focus now on closing any 2023 vendor contracts. Except for vendor contracts that are absolutely critical to close before end of the year, postpone vendor contract that are not closed next week to 2024.
Training the team
Legal should set up the last Sales & Procurement enablement training meetings of 2023. This is a great opportunity to ensure that the teams knows where to find, how to use and explain the Standard Templates. When giving extra negotiation tips, also re-iterate that we should only negotiate contracts above the agreed minimum deal value amount.
Small deals
By the time of writing of this article in mid November, it is now still relatively quiet for Q4. Thus, it is a great time to pay extra attention to smaller deals. Try to close these deals asap so they do not come up at the last moment when all other contracts need to be signed.
Large and Strategic Deals
Discuss and agree with Commercial and Legal Team Leaders what are the biggest & most strategic deals that need to close before the end of the year. Next, divide these deals to the responsible Legal Team members to ensure hat not that one Senior Legal Counsel is stuck with all the biggest deals.
Discuss Process
Discuss process with the teams – internally and externally. What are the most important timelines and steps to take to get the deal closed on time? Next to negotiating the substance (commercial and contractual terms), this is essential to avoid last minute surprises. I have found this to be incredibly helpful in my negotiations, and it is confirmed by one of my favorite negotiation principles of Harvard called ‘Negotiate Process before Substance’. For example in this article of HBR, it is summed up very clearly:
Control the Negotiation Before it Begins.
The more clarity and commitment you have regarding the process, the less likely you are to make mistakes on substance. Negotiating process entails discussing and influencing a range of factors that will affect the outcome of the deal. Ask the other party: How much time does your company need to close the deal? Who must be on board? What factors might slow down or speed up the process? Are there key milestones or dates we should be aware of? Remember to find out simple things such as, Who will be in the meeting tomorrow? What will the agenda be? Since we are not going to discuss the issues of importance to us in the next meeting, when will we address them?
Customer Calls
It is advised to have calls with all Q4 high priority customers you have not spoken to yet. Introduction calls need to be set up now in the last stage of the preparation stage, before the negotiation of the contract will start and will be concluded. This is also part of the previous tip ‘Deal Structure’.
Dormant Deals
As a final tip, I recommend to get in touch with all Contract owners of contracts that have been dormant in the past 3-6 months and inform them that you assume that these deals will be handled again in Q1 2024 as you are starting to get ready for the final weeks of Q4. In this communication you inform them that this is the last week you can still work on these ‘dormant’ deals and that it would not be possible to close them if they would come up again in a few weeks.
Conclusion
Hopefully it was helpful to read our tips in this article ‘How to Avoid Year-End Negotiation Chaos- 9 Actions’. I have used these tips in practice and seen that the End-of-Year Negotiation Chaos and rush was much less when focusing on these 9 points.
If you would like more tips on this subject or if you want us to jump in and help out your team to improve these processes, please contact us at lowa@amstlegal.com or Robby Reggers at +31 6 5060 8964.
For more information about prioritization at work and how to motivate your team to do more than just meeting deadlines, please read the following great article of Harvard Business Review.
Contract Negotiations: How To Avoid Negotiation Peaks? Part 5
As we approach the end of Q3, this week a short message as the pressure is on to review, negotiate and close contracts before end of next week!
To make the end of the Quarter more manageable, lay the groundwork:
1. Early Preparaation and Prioritization
2. Communication & Cooperation
3. Standard Templates
4. Implementation of Legal Tech
However, at the end of the Quarter it will always be busier than normal.
𝗙𝗼𝘂𝗿 𝘁𝗶𝗽𝘀 𝗳𝗼𝗿 𝘆𝗼𝘂𝗿 𝗹𝗮𝘀𝘁 𝘄𝗲𝗲𝗸:
* Prioritize: Focus on high volume and strategic deals that are nearing closure and absolutely need to close this month.
Ask yourself: Is the very important contract you are working on now actually closing next week, or should you pause this deal for now and pick it up again in Q4 because it is actually a Q4 deal? Focus on Q3 deals only when busy.
Check: what are the Top priorities of the company & Sales department? Are you working on the right deals?
* Clear Communication:Keep open and transparent communication with your customers and internal teams. Confirm their (timing and process) needs, address any concerns and reiterate the urgency to reach a final agreement.
Streamline the contract process by collaborating closely with internal teams. Set daily meetings where necessary with clear goals for each day.
* Team Collaboration: The management, sales, legal, and procurement colleagues have to collaborate seamlessly to resolve any last-minute hurdles. Cross-functional teamwork is key to overcoming last obstacles or escalation matters
Avoid solo working on your very complicated deal, but collaborate with internal and external teams to ensure maximum efficiency and alignment to avoid delays.
* Deadline Management: Keep a close eye on deadlines, review the full list of contracts to be signed and requirements (contracts, documents, approvals, etc) and plan a few days ahead – leave room for error. Missing a critical date, signature or document in the last week of the quarter can be costly.
Closing deals in the final week of Q3 is all about focus, prioritization, communication and teamwork. Let’s make this week count and finish the quarter with success!
Contract Negotiations: How To Avoid Negotiation Peaks? Part 4
In the run up to Quarter 3 end (30th of Sept.), I advise you to send an email out today to your Sales, Partner & Procurement colleagues informing them that in the next two weeks, you will only pick up contracts that are:
* already ongoing;
* truly urgent; and
* need to be signed before the end of this month / end of Quarter (3).
Any deviations from this rule should get a green light from Senior Management.
Why?
The above is a pro-active step to manage your workload and working towards an efficient Legal department.
By emphasizing urgency and advanced planning, you can alleviate the end-of-quarter rush, enabling Legal to focus on what genuinely demands attention.
From experience I am aware that it is not an easy sell to the organisation, but , but trust the process. Once the wider organization realizes this is the gold standard for the legal team, they will (most of the time):
(i) initiate timely discussions, and
(ii) forward their inquiries and feedback well in advance.
I have deployed this strategy previously and while it takes a while for teams to get used to, the positive change is undeniable after 2-3 Quarters.
It ensures that your team’s time and resources are directed toward the most critical and time-sensitive matters. This approach also prevents (to the extent possible) that the teams are working on less urgent tasks, allowing for better productivity and focus.
Next Steps before you hit send:
1. Inform the sales, procurement, partnerships teams during your regular sync-up meetings about this communication and approach of the Legal department.
2. Align this approach with your manager and stakeholders or C-suite overseeing the sales, procurement, partnerships teams.
Good luck! Let me know if it also worked for you or if you have questions / comments.