4 Important Reasons Contract Standards Fail and 10 Practical Solutions
Contracts – for example Master Services Agreements, Customer Agreement or Terms & Conditions – are the backbone of virtually every business transaction. The best way to have the signing process run smoothly is by using contract templates.
For example, for all these professionals, contracts are an essential part of their work:
- a sales professional sealing a new deal;
- an entrepreneur looking for funding;
- a procurement specialist involved in the negotiation of vendor contracts; or
- a legal professional tasked with protecting company interests
By clearly outlining terms, responsibilities, and expectations, great contracts build trust, mitigate risks and keep business relationships running smoothly.
However, contracts can also become a source of complexity. Many companies desire that a new product, service, or partnership requires its own unique contract language. This can quickly turn into an administrative and legal bottleneck if not managed properly. This is why smart organizations turn to contract templates. When thoughtfully designed and regularly updated, these templates streamline contract creation and negotiation, saving both time and resources.
Contract templates are only as good as the process behind them. If they’re too long, packed with dense legal jargon, or buried in a repository that nobody can find, even the most well-written templates won’t make a difference. That’s where this article series comes in. It will help you craft contract templates that really accelerate deals while protecting your organization’s interests. We will first start with the ‘Most Important Reasons Contract Standards Fail and Practical Solutions’.
What We Will Cover
In this introductory article, we will explore the value of using contract templates and highlight key pitfalls that can undermine them. We will then examine the potential consequences of poorly managed templates and, finally, demonstrate the benefits your business can gain by developing modern, easy-to-use contract templates.
Here’s a quick overview of what you can expect:
- Why We Need (Better) Contract Templates
We’ll discuss why organizations of all sizes and industries should focus on improving their templates. Examples will range from standard Non-Disclosure Agreements (NDAs) to specialized industry contracts like AI software licensing or wind turbine supply agreements. - Common Issues with Contract Templates
We’ll identify the biggest challenges that derail template usage, from outdated clauses to complicated language that sales teams struggle to understand. - Consequences of Contract Template Issues
We’ll look at how these problems can delay deals, increase risk, and strain business relationships. - Results of Having State-of-the-Art Templates
We’ll highlight the positive impact of streamlined, clearly written, and easily accessible templates—such as faster negotiations and reduced legal bottlenecks. - Real Life Examples of Contract Optimization
- How to Improve Your Contract Standards & Templates
We’ll draw on two decades of professional insights into how companies achieve the best outcomes and keep improving their contracts over time.
This article sets the stage. The upcoming series of articles, called “10 Tips You Need to Know to Improve Your Contract Templates,” will dive deeper into each tip – see below the full list of tips. This will offer you practical steps to help you develop contract templates that truly serve your business. Before we get there, let’s start by laying out why a solid set of templates is indispensable—and where most organizations go wrong.
Why We Need (Better) Contract Templates
Organizations often juggle a wide range of agreements, from the simplest Non-Disclosure Agreement (NDA) to the most complexTerms & Conditions or Master Services Agreement (MSA). Companies, for instance, often deal with Software as a Service (SaaS) contracts (Salesforce, ServiceNow, HubSpot). Each contract type can be drastically different, but they all share one objective: to clearly outline obligations, manage expectations and mitigate risk.
Balancing Clarity and Complexity
One of the main reasons companies need better contract templates is the tension between clarity and complexity. A good contract should be thorough enough to protect the business while still being concise and straightforward. For example, a wind turbine manufacturer might need clauses that cover equipment specifications, maintenance, installation timelines, and environmental compliance. Adding too many layers of complex legal text, however, can slow negotiations or make the contract inaccessible for non-legal stakeholders.
By creating well-structured, user-friendly templates, you ensure that each new contract iteration doesn’t require a complete rewrite. Instead, your teams can modify or append specific clauses to tailor the template to each deal, project, or relationship. This level of uniformity can dramatically cut down on drafting time, reduce back-and-forth with legal counsel, and speed up the signature process.
Enhancing Workflows
Well-designed templates also improve workflows by establishing a clear starting point. If you are repeatedly negotiating Master Services Agreements or Terms & Conditions (T&Cs), for instance, you want your sales or procurement colleagues to know exactly which clauses are standard and which ones might need special approval. This clarity keeps deals moving quickly and prevents confusion.
In a tech environment, especially one dealing with SaaS or AI solutions, the speed of execution can be a competitive advantage. Having strong, approved templates means your product or service can get to market faster, since you won’t have to battle the same legal issues repeatedly.
Keeping Pace with Evolving Business Needs
Business models evolve rapidly. Just think about how quickly AI technology is reshaping industries or how sustainability concerns are driving new contract requirements for wind turbine manufacturers. If your contracts don’t keep up with these changes, you could end up with agreements that fail to address emerging risks or market demands. For example, an AI contract might need robust clauses related to data privacy, algorithmic bias, or intellectual property ownership.
Templates need regular updates to accommodate new legal requirements, shifts in company strategy, and lessons learned from recent deals. Far too often, companies let their templates gather dust, failing to reflect current regulations, technology changes, or internal processes. This is why dedicating resources to regularly refining and updating templates isn’t a luxury—it’s a necessity for any forward-thinking enterprise.
Common Issues with Contract Templates
Despite their obvious advantages, contract templates can become more of a hindrance than a help if they aren’t properly managed. Below are four issues that commonly arise.
1. Complexity
Overly long, technical, or legalistic language can deter people from using templates. A contract for a wind turbine supply project, for example, might run dozens of pages, filled with specialized engineering terms. If the language is too arcane, the sales or operations team might avoid the template altogether, reverting to manual drafting or older versions. This reduces consistency and can create legal blind spots.
2. Accessibility
Just having great templates on file doesn’t help anyone if they can’t be found. Many organizations store templates in multiple folders or on different file-sharing platforms without clear naming conventions. This leads to confusion, version control issues, and the risk of using outdated documents.
3. Limited Resources
Template management can fall by the wayside when legal teams are stretched thin. With pressing demands like regulatory compliance, litigation, or high-stakes contract negotiations, dedicating time to reviewing and updating templates can seem like a low priority. As a result, templates quickly become outdated or overlooked.
4. Excessive Legal Review
One main benefit of templates is the reduction of legal review times—yet this only works if the templates are well-structured and widely trusted. If internal stakeholders distrust a template’s accuracy, they’ll still funnel contracts to Legal for a deep dive. When every single deal, even small ones, becomes a bottleneck, it defeats the entire purpose of having a standardized approach.
Consequences of Contract Template Issues
Neglecting contract templates or managing them poorly can trigger a cascade of problems:
Delays in Contract Creation, Negotiation and Signing
If a template is unwieldy or unclear, it can’t speed up much of anything. Negotiations might stall as both parties parse through unnecessary terms or loop in legal counsel for clarifications. In fast-paced markets like AI or SaaS solutions, a few weeks’ delay can mean lost opportunities.
Increased Risk Exposure
Templates are supposed to protect the company from legal pitfalls, but if they’re outdated or inconsistent, they can introduce more risk. For instance, imagine you’re finalizing a wind turbine maintenance contract and your template lacks a recent clause covering environmental regulations. You could face unforeseen liabilities or compliance issues if something goes wrong.
Higher Workloads
Legal, procurement, and sales teams spend far more time dealing with avoidable contract snags when templates aren’t user-friendly. Instead of focusing on strategic deals or high-risk situations, experienced counsel and managers waste hours revising the same clauses because the existing template is missing critical updates.
Strained Business Relationships
Contracts serve as touchpoints of trust and efficiency. Clients or partners who encounter errors, inconsistencies, or long delays may question your professionalism. This can harm relationships, with ripple effects on future collaborations and your reputation in the market.
Results of Having State-of-the-Art Templates
When companies invest in robust, well-maintained contract templates, the benefits are felt across every stage of the deal cycle. Below are nine advantages you can expect when you get it right:
1. Shorter Contract Negotiation Times
With standard terms already approved, you avoid renegotiating common clauses for each new agreement. Whether you’re drawing up a SaaS user agreement, an AI licensing contract, or an extensive MSA for wind turbine installations, both sides can focus on the unique aspects of the deal instead of wading through boilerplate clauses.
2. Increased Efficiency and Simplified Contract Handling
Well-organized templates reduce repetitive drafting. This frees up your legal, sales, and procurement teams to concentrate on more strategic tasks—like market expansion, major partnerships, or regulatory shifts that impact your industry. In tech, efficiency gains can translate directly into faster product launches or new feature rollouts.
3. Reduced Workload
By cutting down on the number of contracts that need an in-depth legal review, you open up bandwidth for high-value activities. This not only alleviates bottlenecks, it also makes the best use of specialized legal expertise. Instead of reviewing basic NDAs or T&Cs, your legal team can focus on, say, negotiating a complex AI data-sharing agreement or advising on regulations for renewable energy installations.
4. Enhanced Consistency and Contract Quality
A consistent, predictable approach builds trust with stakeholders. For instance, if you’re partnering with multiple wind farms, each contract will look and feel similar, providing confidence to partners that you know how to handle regulatory requirements, risk allocations, and maintenance responsibilities.
5. Risk Mitigation
Well-crafted templates function as a built-in risk management tool. By integrating updated clauses on liability, data protection, intellectual property, and compliance, you create a safety net that reduces the likelihood of legal disputes. This is particularly crucial in cutting-edge fields like AI, where regulations are still evolving and clarity is paramount.
6. Decreased Legal Costs & Improved Cost Efficiency
When legal teams spend less time reviewing common contracts, your organization saves money. Those resources can then be reallocated to essential areas—like exploring new tech partnerships or investing in research and development for AI or wind turbine efficiency upgrades.
7. Stronger Business Relationships
A smooth, transparent contracting process fosters goodwill. Clients, suppliers, and partners appreciate clarity and efficiency, and they’re more likely to remain loyal or expand the relationship. In specialized industries, like renewable energy, a reputation for easy, fair contracts can be a powerful competitive edge.
8. Optimized Resources
When contract workflows are streamlined, companies can allocate financial and human capital more effectively. This may mean investing in better contract management software, training employees on best practices, or diverting saved resources into innovation initiatives—such as new AI features or advanced turbine technology.
9. Empowered Commercial Teams
Finally, modern contract templates give sales and procurement teams greater autonomy. They can handle routine deals themselves, thanks to pre-approved language. This sense of empowerment boosts morale and allows these teams to focus on building relationships rather than waiting on legal reviews.
Examples: Experienced Results of Contract Optimization
Drawing on two decades of experience in contract optimization, I’ve seen firsthand how transformative good templates can be.
Technology Company
In one instance, a tech company changed its entire suite of legal documents—ranging from SaaS agreements to T&Cs and NDAs—to align them with new data protection laws. By involving key stakeholders (Legal, Sales, and IT Security) from the start, they created a user-friendly, legally robust set of templates. The outcome was a dramatic reduction in contract negotiation times and fewer escalations to senior management.
Renewable Energy
In another example, a renewable energy firm specializing in wind turbine installation tackled their inconsistent and overly complex MSAs. Their previous templates had caused frequent renegotiations and confusion over maintenance responsibilities. After revamping the templates to remove outdated clauses and clarify roles, the average contract closing time dropped by nearly 40%. Clients noted the improved clarity, leading to stronger partnerships and a significant boost in the firm’s industry reputation.
Bringing It All Together
These examples underscore the value of a collaborative approach to contract optimization. It’s not just a legal project; it’s an organizational endeavor that benefits every department involved in contract-related workflows. Regular feedback loops, where Sales or Procurement teams highlight real-world issues they face during negotiations, can pinpoint areas that need refinement. Legal teams, in turn, can incorporate new regulatory updates or risk mitigation strategies. This cycle of continuous improvement keeps your templates relevant, user-friendly, and aligned with evolving business goals.
How to Avoid These Issues and Reach Better Results?
But how can you avoid these issues and reach the advantages & results we discussed above? Stay tuned for our upcoming posts and articles, where we will dive deeper into practical tactics and step-by-step guidance on developing contract templates that truly work for your business.
Best Practices to Roll Out New Contract Templates
If you’re ready to transform your contracts from a necessary evil into a strategic asset, we’re here to help. Whether your primary focus is tech, AI, or renewable energy, every organization can benefit from more streamlined, flexible, and secure contracts. For further guidance on improving contract templates, managing negotiations, and optimizing related processes, reach out via lowa@amstlegal.com or book an appointment with Robby Reggers here.
Follow Robby Reggers and AMST Legal on LinkedIn to read the updates and long form versions of the following posts & articles on these essential topics:
Ultimate Beneficial Ownership (UBO) Explained – What is it and How to Create a Process That Works
The concept of the Ultimate Beneficial Owner (UBO) has moved from a niche concern to a central element of contracts, compliance and due diligence. Whether you’re advising clients on onboarding new customers, hiring a new law firm, negotiating international contracts, or setting up a new corporate entity, understanding UBO requirements is no longer optional – it’s essential.
Failing to understand and address UBO requirements not only leads to significant financial penalties, reputational damage and even legal action. I have also seen that it can slow down many commercial, financial and legal processes. This article ‘Ultimate Beneficial Ownership (UBO) Explained – What is it and How to Create a Process That Works’ provides practical strategies for navigating UBO disclosure – both when requesting information from others and when providing it yourself.
What We Will Cover
This guide addresses five critical aspects of UBO management that business professionals need to understand:
- UBO fundamentals – What is a UBO and why does it matter in modern business relationships
- Industry and contract-specific requirements – Which industries need to think about UBO requests and what kind of contracts are involved?
- Dual-sided strategies – Effective approaches for both requesting and providing UBO information
- Implementation framework – A five-point system for establishing efficient UBO processes
- Competitive advantages – How excellence in UBO management creates business opportunities
Understanding UBOs – What Is It Exactly and Why is it Important?
An Ultimate Beneficial Owner is the natural person who ultimately owns or controls a legal entity, even if their name doesn’t appear directly on ownership documents. Typically, this includes individuals who own more than 25% of shares or voting rights, though this threshold may be as low as 10% in some contexts. It also encompasses those who exercise control through other means, such as appointment rights or veto powers. When ownership is widely distributed with no individual meeting these criteria, a senior managing official may be designated as a “pseudo-UBO” for compliance purposes.
The prevalence of UBO requirements in business relationships stems from what can be described as a compliance chain. Initially confined to financial institutions under anti-money laundering regulations, these requirements now cascade through various industries. For example, a payment processor might require UBO information from an e-commerce company, which in turn requests this information from its suppliers, who then include UBO disclosure requirements in their contracts with manufacturers. This chain reaction explains why UBO clauses increasingly appear in contracts across sectors that previously had minimal regulatory oversight.
Legal Framework: Global, EU, and Dutch Requirements
Before we go into the key industries & contracts involved, let us shortly mention the legal framework where these burdensome UBO’s originate from. Many countries and global organizations have implemented a framework to know which measures should be implemented to combat money laundering and terrorist financing. As countries have diverse legal, administrative and operational frameworks and different financial systems, measures to counter these threats differ greatly per country and region.
Global UBO Standards
Globally, most countries have developed UBO standards in response to international initiatives against money laundering and financial crime. While approaches vary by jurisdiction, several organizations, initiatives and common principles have emerged:
- FATF Recommendations (see link): Recommendations (24 and 25) that require countries to ensure transparency regarding beneficial ownership of legal entities
- Varying Implementation: Globally, most countries have established beneficial ownership registries with different thresholds and accessibility levels.
- Accelerated Transparency: The Panama Papers and Paradise Papers revelations exposed how anonymous structures facilitate financial crimes
- Information Sharing: The OECD’s Common Reporting Standard (see link) enables automatic exchange of financial account information between tax authorities
- Compliance Complexity: Multinational companies face a patchwork of requirements necessitating country-specific approaches
European Union Regulatory Framework
The EU has established one of the world’s most comprehensive UBO disclosure regimes, especially under the Anti-Money Laundering Directives (AMLD):
- AMLD: The 4th AMLD required central UBO registries, the 5th mandated public access, and the 6th strengthened enforcement.
- Ownership Definition: A beneficial owner is any natural person who owns or controls at least 25% of shares/voting rights or exercises control via other means.
- Public Accessibility: The 5th AMLD mandated public access to beneficial ownership information for companies and commercial trusts. Due to an EU court ruling, several EU member states, including Luxembourg and the Netherlands, moved to restrict public access to their beneficial ownership registers until legislative adjustments are made.
- Criminal Penalties: The 6th AMLD enhanced criminal penalties for money laundering offenses and expanded corporate criminal liability.
- National Variations: Despite the common framework, implementation varies between member states, creating compliance challenges for cross-border businesses.
The Netherlands: Specific UBO Requirements
The Netherlands implemented the EU’s UBO requirements with specific national provisions:
- UBO Registration Act: Effective September 27, 2020, Dutch entities are required to register UBOs in the Dutch Commercial Register (Kamer van Koophandel)
- Public Information or restricted? It was the intention that the information would be public, but due to privacy (and security) concerns, as written in the previous paragraph, restrictions were set up as to the public availability, also see this link from the Dutch government on this subject: link.
- Verification Duty: Entities must take “reasonable measures” to identify and verify UBOs, maintaining internal records.
- Penalties: Administrative sanctions include fines up to €21,750, with criminal sanctions for intentional violations.
- Updating Requirement: Companies must update UBO information within seven days of becoming aware of any changes.
Key Industries and Contracts Where UBO Matters
The importance of UBO disclosure varies significantly across industries and contract types. While requirements can appear in almost any business relationship, six industries face particularly frequent and stringent UBO disclosure requirements:
List of Industries
- Financial Services: Banks, payment processors, investment firms, and insurance companies face the most comprehensive regulatory mandates
- Real Estate: Commercial property transactions, development projects, and property management services
- Technology: Software providers, cloud services, and cybersecurity companies, especially those handling sensitive data
- Healthcare & Pharmaceuticals: Medical device manufacturers, pharmaceutical distributors, and healthcare service providers
- Government Contractors: Companies in defense, infrastructure, public utilities, and other sectors serving government entities
- Professional Services: Law firms, accounting practices, consulting firms, and other advisors with fiduciary responsibilities
Financial services companies naturally face the most stringent requirements, with banks, payment processors, investment firms, and insurance companies all subject to explicit regulatory mandates. However, several other sectors now routinely encounter UBO requirements in their operations.
Real estate transactions frequently involve UBO disclosure, particularly for commercial property acquisitions and development projects. A commercial real estate firm recently had to delay closing on a major property acquisition because their ownership structure involved multiple layers of holding companies, and the lender required complete UBO transparency before approving financing. Companies in this sector should prepare UBO documentation well before entering into purchase agreements or seeking financing.
Technology companies, particularly those handling sensitive data or providing critical infrastructure services, increasingly face UBO scrutiny. Government contracts almost universally require UBO disclosure, and many enterprise clients now include these requirements in their vendor security assessments. A cybersecurity provider lost a promising government contract because they couldn’t adequately document the beneficial ownership of one of their offshore investment partners within the required timeframe.
In healthcare and pharmaceuticals, UBO requirements appear in various contexts, from hospital system vendor agreements to pharmaceutical distribution contracts. Regulatory concerns about conflicts of interest and the integrity of the healthcare supply chain have intensified focus on ownership transparency. A medical device manufacturer was surprised when a hospital system required UBO disclosure before finalizing a procurement agreement, a requirement that stemmed from the hospital’s compliance policies rather than direct regulatory mandates.
Types of Contracts involved
The types of contracts where UBO disclosure commonly appears include:
- Financial agreements (loans, investment documents, banking relationships)
- Government and public sector contracts at all levels
- Long-term supply or service agreements, particularly in regulated industries
- Joint venture and partnership agreements
- Property purchase and lease agreements for commercial real estate
- Merger and acquisition documentation
- Distribution agreements, especially cross-border arrangements
- Software and technology licensing for enterprise solutions
A manufacturing company was caught off-guard when their standard distribution agreement with a European partner suddenly included UBO requirements, delaying their expansion plans by several months. Had they anticipated this increasingly common contractual element, they could have prepared the necessary documentation in advance rather than scrambling to compile it under time pressure.
Managing UBO Requests: The Dual Challenge
Requesting UBO Information Effectively
Many businesses find themselves needing to request UBO information from counterparties. Even a software company we recently advised includes UBO disclosure requirements in their enterprise contracts because their payment processor requires them to identify the UBOs of clients generating significant annual revenue. While the clause appears in their standard contracts, they actively enforce it only for larger clients, creating a tiered approach that balances compliance with practical business considerations.
When requesting UBO information, clarity is crucial. Rather than simply demanding “beneficial ownership information,” specify the ownership threshold that triggers disclosure, the documentation required for verification, how ownership changes should be reported, and the consequences of providing false information. A manufacturing client improved their compliance process by creating a detailed UBO information request form that clearly outlined these requirements, reducing back-and-forth communications and accelerating their onboarding process by nearly 40%.
Providing UBO Information Efficiently
Most businesses will also find themselves needing to provide UBO information to partners, financial institutions, or customers. A technology services provider we work with recently secured a major contract partly because they could provide comprehensive UBO information within 24 hours, while competitors took days or weeks. The client, under pressure to implement a new system quickly, viewed this efficiency as a demonstration of operational excellence and organizational reliability.
The key to responding quickly to UBO requests lies in preparation. Companies that maintain current UBO documentation and have streamlined processes for responding to requests gain a distinct advantage. A distribution company that previously scrambled to gather UBO information when requested implemented a quarterly review process that ensures their documentation remains current, reducing their response time from weeks to hours and eliminating the frantic search for information that previously disrupted operations.
Building an Effective UBO Management Framework
Implementing a structured approach to UBO management can transform a potential compliance headache into a streamlined process. Consider these five essential elements that successful companies have implemented:
- Centralized ownership intelligence: Maintain a single source of truth for all ownership information, including complex group structures. A multinational technology company created significant efficiencies by consolidating ownership data previously scattered across legal entities into a single database accessible to authorized employees.
- Proactive disclosure templates: Develop standardized formats for different disclosure requirements. A software company we advised created three different UBO disclosure templates—basic (10% threshold), standard (25% threshold), and comprehensive (includes indirect control)—allowing them to quickly respond to requests with varying requirements.
- Clear escalation pathways: Establish procedures for handling complex or unusual UBO requests. We helped a retail chain that implemented a tiered approach. Routine requests are handled by their dedicated back office & paralegal team handling UBO requests, while requests involving sensitive jurisdictions or unusual thresholds are escalated to the legal manager and/or senior management.
- Compliance calendar: Create a schedule of required reviews and updates based on both internal policies and external requirements. A financial services firm avoided penalties by implementing quarterly ownership reviews synchronized with regulatory reporting deadlines.
- Documentation hierarchy: Establish a clear hierarchy of documentation, from primary sources (share registers, articles of incorporation) to derivative summaries. A Bio-Tech client streamlined their process by maintaining both detailed supporting documentation and executive summaries tailored to different audiences.
Comprehensive Documentation Management
The foundation of effective UBO management is comprehensive, standardized documentation. An international consulting firm created what they call a “UBO passport” – a standardized digital package containing all essential UBO information in formats that satisfy various requesting entities. This package includes a visual representation of their ownership structure, standardized declaration forms for all UBOs, verified identification documents, and supporting evidence of ownership claims.
The firm reviews and updates this package quarterly, ensuring they’re always prepared to respond to UBO requests. When a potential client recently requested UBO information as part of their vendor onboarding process, the firm provided their complete package within hours, impressing the client with their professionalism and accelerating the contract negotiation process.
Establishing Clear Communication Protocols
UBO requests often create urgency because they involve sensitive personal information and complex corporate structures. A real estate development group created an internal UBO communication protocol that specifies exactly who should be contacted when UBO information is required, what information can be shared with whom, and how sensitive documents should be transmitted.
Their protocol includes a designated email address for all UBO-related communications, templates for requesting additional information from shareholders, and secure file-sharing procedures for transmitting sensitive documents. When a banking partner recently requested updated UBO information with a tight deadline, this clear protocol enabled them to gather and provide the necessary information without the confusion and delays that had previously hampered similar requests.
Assigning Dedicated Responsibility
UBO compliance requires dedicated responsibility and clear accountability. A manufacturing client previously experienced significant delays in contract negotiations because their UBO information was scattered across different departments with no clear ownership. By designating their corporate counsel as the “UBO officer” with authority to maintain and provide this information, they reduced their response time from weeks to days.
In smaller organizations, this responsibility might fall to the CFO or general counsel, while larger entities might have a dedicated compliance function. Regardless of company size, having at least one backup person familiar with UBO processes ensures continuity during absences. A technology company implemented this approach after losing a potential partnership when the only person familiar with their UBO documentation was unavailable during a critical negotiation period.
Implementing Regular Review Processes
UBO information isn’t static – ownership structures change, controlling interests evolve, and regulatory requirements update. A financial services firm implemented a monthly UBO review process after experiencing a significant compliance issue when a major shareholder’s reorganization wasn’t properly reflected in their UBO documentation. This proactive approach has prevented similar issues and demonstrated their commitment to regulatory compliance to partners and regulators alike.
When you set up an Effective review processes, include scheduled periodic reviews (even when no changes are known). These reviews ensure that, whenever there’s a shift in ownership or control, the necessary reporting is up to date. A healthcare technology company avoided potential regulatory penalties by identifying a previously undisclosed beneficial owner during one of their quarterly reviews, allowing them to update their regulatory filings before an upcoming audit.
Leveraging Appropriate Technology
For companies with complex ownership structures or frequent UBO requests, technology can significantly enhance efficiency. An international retail group implemented a dedicated UBO management module in their compliance system that allows them to track UBO information, set automated review reminders, and quickly generate reports in various formats requested by different partners and regulators.
Technology solutions might include centralized document management systems with appropriate access controls, automated verification tools that check UBO information against public records, workflow tools to track requests and approvals, and calendar systems for review reminders. Even smaller companies can benefit from relatively simple technological approaches, such as encrypted storage systems for sensitive documents and standardized digital templates for UBO information.
From Compliance Burden to Strategic Advantage
Companies that excel at UBO management transform what many view as a regulatory burden into a strategic advantage. A private equity firm noted that they give preferential consideration to investment opportunities where the company can quickly provide accurate UBO information. To them, it indicates not only regulatory compliance but also good governance and organizational discipline – qualities that significantly impact investment decisions.
Speed in providing UBO information can be particularly valuable in time-sensitive transactions. A technology services provider recently won a significant contract partly because they could provide comprehensive UBO information immediately, while their competitors required days to gather the same information. The client, facing tight implementation deadlines, viewed this efficiency as a positive indicator of the provider’s overall operational excellence.
Beyond speed, transparency in UBO matters builds trust with partners, clients, and regulators. A pharmaceutical distribution company that had previously been hesitant to disclose ownership information found that their new proactive approach to UBO transparency actually opened doors to partnerships with larger organizations that valued their clear governance structures and compliance mindset.
Conclusion
Structured Approach
UBO requirements have become a standard feature of the business landscape. Rather than treating these requirements as a burden or an afterthought, forward-thinking companies implement structured approaches that turn UBO compliance into a business advantage. By developing comprehensive documentation, establishing clear communication protocols, assigning dedicated responsibility, implementing regular review processes, and leveraging appropriate technology, organizations can transform UBO compliance from a source of delay into a demonstration of operational excellence.
Proactive Approach
Whether you’re requesting UBO information from others or providing it in response to contractual requirements, a proactive approach will save time, reduce risk, build trust, and potentially give you an edge in competitive situations. In today’s complex regulatory environment, effective UBO management isn’t just about compliance – it’s about strategic business advantage.
About AMST Legal
At AMST Legal, we provide advice how to improve your (legal) processes. Compliance work – like UBO requests – is part of that. Contact us at lowa@amstlegal.com or book a meeting here for help with your legal (compliance) framework.
Negotiation Skills to Focus on at the End of Year
At the end of the year, many businesses rush to finalize contracts, close important deals and meet last-minute deadlines. Having great contract negotiation skills are essential to be successful. It’s that annual push to finish the quarter & year strong before everyone disappears for well-deserved time off. This pressure often falls heavily on legal teams, procurement, sales managers and business leaders tasked with ensuring that high-priority contracts are negotiated and completed on time.
In this article ‘Discover 5 Ways to Speed Up Year-End Contract Closings’, we will explore which negotiation skills you need to succeed at the end of the year. Also see this article with more tips to prepare for the end of year rush in contract negotiations.
We will highlight four essential actions you can take right now – just days before the holidays – to effectively wrap up your end-of-year deals. We’ll also walk through key fundamentals to keep in mind throughout the year so that next holiday season feels less chaotic. No matter how much experience you have, I am sure that these practical tips will help you for successful year-end deal closings.
What we will cover:
- Prioritize crucial contracts.
- Maintain transparent communication with internal and external teams.
- Foster cross-team collaboration.
- Manage deadlines effectively.
Let’s dive in.
Why the End of the Year Can Feel Overwhelming When Involved in Contract Negotiations
For many organizations, the fourth quarter (Q4) is do-or-die time. Sales targets loom, and finalizing deals before the calendar flips can make the difference between achieving annual revenue goals and falling short. Meanwhile, everyone is juggling personal holiday plans, limited workdays and company events. All of this can your timelines and add complexity to negotiations and sign-offs.
It’s important to acknowledge this heightened intensity and plan accordingly. What often appears as a mere scheduling inconvenience may result in real losses if a signature doesn’t come through before December 31st. With limited business days left in the year, how can you maximize efficiency and productivity without losing sanity?
Looking Ahead: Contract Negotiation Fundamentals for a Less Stressful End of Year
Before we get into the four actions to take this week, let’s talk briefly about the broader fundamentals. If you can keep these 4 foundational pillars in mind throughout the year, you won’t be scrambling at the last minute next time.
1. Early Preparation and Prioritization
One of the best ways to avert holiday panic is by starting your contract prioritization well before December. In contract negotiations, if you treat every contract as urgent in the final weeks of the year, you will get stuck. Begin categorizing contracts by priority as early as Q3, identifying which are mission-critical and which can be safely pushed to the new year.
Actionable Steps for Better Preparation
- Create a rolling calendar: Outline all major deals and renewal deadlines. Update it monthly to keep everyone informed.
- Rank your deals: Use clear metrics (like projected revenue, strategic importance, or executive sponsorship) to determine which contracts are must-close.
- Build buffer time: Aim to finalize deals a week or two before the official holiday break. If last-minute changes occur, you’ll have a cushion.
2. Communication & Cooperation
As we discussed in this previous article, improved cooperation and communication will speed up legal processes and contract negotiations. Encourage an environment of open dialogue and teamwork from the start. Legal, sales, finance and procurement should be in sync on timelines and requirements.
Throughout the year, there should be trainings and teams should have frequent check-ins to help keep everyone aligned on strategies, improvements and cross departmental input. When the end of the year crunch time arrives, you’ll already have established rapport and processes to move swiftly.
Actionable Steps for Ongoing Cooperation
- Weekly or bi-weekly alignment calls: Keep relevant departments in the loop on contract statuses and expectations.
- Transparent pipeline reporting: Make sure sales forecasts are accessible to the legal team, so there’s no surprise rush in December.
- Encourage feedback loops: If an issue arises, escalate it early rather than waiting until the last few days.
- Training: departments should give training to each other during the year understand products, processes and priorities.
3. Standard Templates
As we have explained in previous blogs, setting up standard templates and clause libraries for routine contracts can save time and makes all the difference. If everyone works from the same template and standard pre-approved clauses, contract negotiations focus on key points rather than re-inventing the wheel every time.
Actionable Steps to Streamline with Templates
- Audit current contracts: Identify recurring clauses or sections across multiple deals.
- Implement version control: Store templates in a central, cloud-based location.
- Train stakeholders: Give internal teams a brief tutorial on how to use and customize the templates for common scenarios.
4. Implementation of Legal Tech & AI
Investing in Contract Management or Contract Lifecycle Management (“CLM“) and AI tools or other legal technology drastically speeds up contract negotiations, redlining and approvals.
What I particularly like is – if you have the right tool – that all contracts are handled centrally and are not scattered in the company. These tools can also automatically flag unusual terms, propose alternative wording, track changes and integrate e-signatures, reducing the manual workload.
Actionable Steps to Embrace Legal Tech
- Start small: Pilot a CLM tool on a specific contract type or business unit.
- Track ROI: Monitor how much time you save using automated workflows.
- Scale up: Gradually expand the tool’s usage across departments once it’s proven effective.
Pro-Tip: Implementing these fundamentals early in the year pays off when you hit the December crunch.
Four Actions to Take This Week in Your Contract Negotiations (Yes, You Still Have Time!)
Now that we’ve covered the broader, year-round strategies, let’s zoom in on the actions you can take right now to improve your contract negotiations – four days before the end-of-year holidays. It’s crunch time, but with a methodical approach, you can still cross the finish line successfully.
1. Prioritize High-Value Q4 Deals
Why it Matters:
Time is limited, so focus on the deals that actually must be negotiated and close before the holiday break. Not every contract currently on your desk is critical for year-end. Some might realistically belong to Q1 or Q2 of the coming year – postpose the contract negotiations to that time..
Key Question to Ask:
“Is this contract truly closing before the holidays, or can it wait until Q1 ’24?”
If it’s not high-priority, schedule it for a later review. Redirect your energy toward the deals that can realistically be finalized. This ensures you’re not losing energy on deals that don’t directly impact your Q4 numbers.
Action Steps
- Identify urgent deals: Compile a list of deals that must be signed by December 31st.
- Eliminate the noise: Put lower-priority contracts on the back burner until after the new year.
- Communicate priorities: Let your internal stakeholders know which contracts you’re prioritizing, so they don’t assume everything is a must-close.
Check:
- Are the contracts you’re spending the most time on truly the ones that align with your company’s Q4 goals?
- Have you clarified the timing of the contract negotiations with the sales and management teams?
2. Establish Clear Communication Channels in Contract Negotiations
Why it Matters:
Poor communication can derail even the simplest deal. With holidays looming, there’s no time for back-and-forth email delays or misunderstandings. Clarity on timing, process, and expectations keeps everyone accountable- it is part of any good contract negotiation.
Key Question to Ask:
“Do my customers and internal teams fully understand the timeline and process, or are they making assumptions?”
If everyone is on the same page, you’ll drastically reduce the risk of any last-minute surprises. Communication is especially crucial with external customers. They may have their own holiday schedules and organizational processes that can cause bottlenecks if not carefully managed.
Action Steps
- Daily touchpoints: If a deal is critical, schedule short daily check-ins (virtual or in-person) with key stakeholders.
- Transparent timeline: Document the final date to submit revisions, secure approvals, and obtain signatures. Share this timeline widely.
- Preempt obstacles: Ask your counterpart, “What could prevent us from signing this on time?” Address those issues immediately.
Check:
- Are your internal teams (legal, finance, sales) updated on each contract’s status daily?
- Do your external customers have a complete understanding of the steps needed to finalize the contract?
3. Foster Cross-Functional Team Collaboration
Why it Matters:
No complex contract closes in a silo – contract negotiations are a team sport. The legal team needs sign-offs from finance and management. Procurement might require additional approvals from leadership. Sales might need input from marketing. Silos create delays, confusion, and errors—especially when deadlines are tight.
Key Question to Ask:
“Am I getting stuck in the details that create delays, and could a quick internal phone call solve it?”
Avoid working in isolation on complicated terms. Pull in all relevant parties for a collaborative push. If something is unclear or contested, schedule a call. The final week of the quarter isn’t the time for elongated email threads. Focus your time on live contract negotiations. See our tips on these live negotiations here.
Action Steps
- Set cross-department meetings: In the last crunch, a 15-minute daily huddle can resolve issues faster than back-and-forth emails.
- Draft clear escalation paths: Decide in advance who has the authority to sign off or escalate if disagreements arise.
- Leverage technology: Real-time collaboration tools (e.g., shared contract portals, Slack channels) can provide instant updates.
Check:
- Is everyone who needs to approve or review a contract looped in early enough?
- Do you have a protocol for addressing high-level disputes or changes quickly?
4. Execute Deadline Management Rigorously
Why it Matters:
Missing a critical date or a necessary signature in the last week of Q4 can be the difference between success and failure. Year-end deadlines often come with little to no grace period. If the contract doesn’t close by December 31st, it likely moves to next year’s pipeline – impacting revenue targets and stakeholder expectations.
Key Question to Ask during Contract Negotiations:
“What are the exact steps needed for this contract to be executed by the deadline?”
List those steps—from last-minute edits to final legal approvals to e-signatures—and align your timeline with all decision-makers. Don’t forget about the logistics of traveling or out-of-office signatories. One absent signature can delay everything if not planned for.
Action Steps
- Create a master checklist: Outline every step required for each contract (legal review, internal approvals, signature scheduling).
- Plan a few days ahead: Don’t assume you can finalize everything at the stroke of midnight on December 31st. Aim to have signatures done at least a few days before the holiday break.
- Leave room for error: Build in buffers for unexpected events like system downtime, signatory travel, or additional negotiation points.
Check:
- Has every individual with signing authority confirmed their availability before the holidays?
- Are you proactively tracking each contract’s progress against a unified timeline?
Putting It All Together: A Roadmap for the Final Week of Negotiations
With the holiday clock ticking, your best moves are laser-focused prioritization, great communication between teams , collaborative teamwork and tight deadline management.
By combining these actions over the next few days, you’ll massively improve your odds of wrapping up critical deals. Remember to keep an eye on the fundamentals – early preparation, open communication, standardized templates and legal tech—so that next year, your holiday season won’t feel like a marathon sprint.
Bonus Tips for a Smoother Year-End Experience
Even if you have just a few days left before the break, here are some bonus strategies to make your life a bit easier:
- Use E-Signature Solutions: If you haven’t already, adopt an e-signature platform. Paper-based signatures in the final days can lead to shipping delays or the dreaded “I’m on vacation, I’ll sign when I’m back” scenario.
- Send (Early!) Friendly Reminders: People get distracted this time of year. A polite nudge via email or chat can keep deals top of mind.
- Confirm Receipt: After sending over final documents, confirm your counterparty has received them and is working on them. Sometimes emails get lost or stuck in spam.
- Celebrate Small Wins: For every contract closed, give your team credit. Positive reinforcement keeps morale up as you sprint toward the finish line.
- Prepare for Post-Holiday Catch-Up: Not every deal will close on time, no matter your best efforts. Have a plan ready for picking up negotiations in January without losing momentum.
Conclusion: Good Luck Closing Off Your Contracts Before the Holidays!
End-of-year contracting is not easy and it will be messy. Hopefully these tips will help you – which I pulled together in the past 20 years – trying to minimize the chaos at the end of each year. By prioritizing deals, clearly communicating, collaborating effectively and managing deadlines meticulously, your deals will close easier and with less stress.
Remember: The core pillars we discussed at the start – early preparation, cross-functional communication, standard templates & procedures and use of legal tech form the bedrock of a less stressful contract negotiation and management process. Implement them gradually, and you will notice a smoother Q4 (and end of Q2) next year. For even more detailed advice, be sure to check out our comprehensive guide here.
Good luck, and may your holiday season be filled with both successful deals and well-earned relaxation!
Need help?
For help with your contract negotiations and related processes, reach out to us via lowa@amstlegal.com or book an appointment with Robby Reggers here.
7 Tips How to Improve Live Contract Negotiation (&Examples)
Introduction
Long, drawn-out live contract negotiations where you don’t reach a result can drain your time, energy and patience. Whether you’re finalizing terms with a new SaaS vendor or ironing out details with a new customer, the process often feels slow and frustrating. But it doesn’t have to be this way.
By applying a few straightforward communication and contract negotiation strategies, you can streamline your live (online or in-person) negotiations, keep everyone focused and reach fair agreements faster. In this article ‘7 Tips How to Improve Live Contract Negotiation (& Examples)’, we will cover:
- seven tips to help you run more efficient live negotiations,
- then, answer five common questions that many small and medium-sized businesses (SMEs) have asked us; and
- finally, we’ll walk through a brief scenario showing how these tactics work in a real-world SaaS context.
7 Tips for More Effective, Streamlined Live Negotiations
1. Prepare in Advance
Preparation might sound obvious, but it’s often overlooked. Before you jump on a call, know exactly what you want—and what you can live without. Gather all the details that matter: pricing tiers, subscription lengths, service-level agreements (SLAs), data security requirements, and any key terms unique to your business model.
For instance, if you’re negotiating a SaaS contract, determine your must-have SLA features (like 99.9% uptime or a dedicated support channel) and understand how much you’re willing to pay for them. Knowing these details ensures you’re not scrambling during the call. You’ll respond faster to counteroffers and will not waste time on irrelevant points. The clearer your objectives, the quicker you can confirm or reject proposals on the spot.
To prepare effectively for our live negotiations, prepare thoroughly. Review your internal needs, compare the vendor’s standard terms to industry benchmarks and decide where you can compromise. Also, anticipate common sticking points – like automatic renewal clauses or extra fees for additional users – so you’re ready to address them. Thorough preparation reduces confusion and sets the stage for a focused, productive negotiation.
Be ready for the tough questions. See the Harvard Law School Negotiation preparation checklist here.
2. Set an Agenda and Stick to It
Without a clear roadmap, negotiations can meander and waste time. A simple agenda shared in advance keeps everyone aligned. List the key issues—such as pricing structure, onboarding timeline, renewal conditions and data protection terms – and let all parties know these are the topics to be covered.
When the call starts, refer to the agenda right away. If someone drifts off-topic (“Let’s also discuss a potential partnership feature for next year…”), you can steer them back: “That’s interesting, but let’s finalize the current subscription terms first as per our agenda.”
An agenda not only saves time but also keeps the atmosphere professional and respectful. Everyone knows what to expect, which reduces unnecessary back-and-forth. With a clear roadmap, you’re less likely to get bogged down in small details that don’t affect the final outcome.
3. Use Clear, Concise Language
Complex legal or business jargon and vague language can slow negotiations down. Stick to plain, direct language whenever possible. If you encounter a technical or legal term, clarify it right away. For example, if the vendor refers to a “Indemnification Clause” or “SLA” ask them to explain: “Can you clarify what this clause means in practical terms for our liability and what exactly the SLA will entail?”
By simplifying terms, you ensure both sides understand each other. Misunderstandings often lead to follow-up calls or extra email chains to fix what could have been settled earlier. Keep it simple: “We need a 48-hour response time for support tickets” is clearer than “We request timely fulfillment in accordance with standard SLA metrics.” Clear language reduces confusion, makes it easier to achieve agreement and speeds up the entire process.
Also, don’t just refer to a contract clause, memo or whitepaper that was shared, but explain in your own words.
4. Assign Roles and Responsibilities Within Your Team
If you have several team members on your side, assign clear roles before the call. One person should lead the conversation – this is the voice who guides the agenda and addresses the main points. Another can handle real-time edits to the contract (if you’re screen-sharing or using a collaborative doc), ensuring that agreed-upon changes are captured immediately. A third team member might be a specialist in a particular subject, etc.
This division of labor prevents people from talking over one another and ensures nothing falls through the cracks. For example, while the lead negotiator discusses the price tiers with the vendor, the notetaker can record the agreed terms, and the editor can update the master document in real-time. When everyone knows their role, the conversation flows smoothly. By the end, you’ll have a clear record of what happened and fewer reasons to schedule a second call.
When you know a particular point could be sticky, ensure that you have a specialist that joins the call to show your willingness to explain and to try yo reach agreement on the spot. Before the meeting, also ask the counterparty if their specialist is able to join so they can discuss the specific subject.
5. Actively Listen, Ask Great Questions and Validate the Other Side’s Points
Negotiations aren’t just about what you say; they’re also about how well you listen. When the other side speaks, give them your full attention. Summarize their points to show you’ve understood: “Great to hear that if we agree to sign a two-year contract, we will receive a 10% discount.”
By validating their input, you build trust and minimize friction. The other side feels heard and respected, making them more open to meet you halfway. If a vendor says they can’t offer more storage at the basic tier, acknowledging their position – “I hear you. Additional storage is challenging at this price point” – can calm tensions and open the door to creative solutions.
Don’t for get the tip to say “That’s Right” when your counterpart makes a great point. Read our article about this here.
Active listening also helps you avoid going in circles. When everyone feels understood, fewer clarifications are needed later. It’s a subtle step that speeds up the process by preventing repeated explanations or misunderstandings. Also see our article ’30 of the Best Questions to Ask in Any Negotiation’ here.
6. Leverage the Right Technology
The right tools can save a lot of time in negotiations. For example screen-sharing allows both sides to view and edit the contract simultaneously. Collaborative documents or contract management platforms let you highlight text, propose changes, and record agreements as they happen. Real-time chat tools can clarify small points without derailing the conversation flow.
Let’s say you are discussing a SaaS license agreement, you can highlight the pricing clause live, increase the user count and watch the other side’s response in real-time. This eliminates the need for lengthy email follow-ups after the call. Technology also helps ensure everyone is literally “on the same page,” reducing miscommunication and speeding up finalization.
Just remember to test your tools beforehand. Technical glitches waste time and damage the negotiation’s momentum. Ensuring everything runs smoothly keeps the process moving and makes it easier to reach an agreement.
7. Know When to Take a Break
Sometimes you hit an impasse. Maybe the vendor won’t budge on a crucial data security or liability clause or you can’t agree on cancellation terms. Instead of pushing on and raising tensions, suggest a short break: “Let’s take five minutes to review these points individually. We’ll come back with fresh perspectives.”
Stepping away from the screen allows everyone to rethink their positions. When you return, both sides might be more willing to compromise. A brief pause can save you from hours of drawn-out debate. Instead of forcing a decision amid rising frustration, you come back calmer and more solution-oriented, ultimately reaching an agreement faster.
5 Common Questions (and Answers) About Live Negotiations
1. How do I handle a party that dominates the conversation?
Use your agenda to maintain structure. Politely interrupt if they wander off: “I appreciate your input. To stay on track, let’s confirm the billing cycle terms first.” If dominance persists, consider switching negotiation formats, like proposing a written redline exchange before the next call. This allows for more balanced input and prevents one-sided monologues.
2. What if I don’t understand a technical or legal term they mention?
Ask for clarification immediately: “Could you clarify what this ‘auto-renewal clause’ entails?” A moment of asking now saves you from bigger problems later. Being upfront about what you don’t know shows professionalism and ensures no hidden surprises remain after signing.
3. How do I keep everyone engaged and focused?
Start by setting a time target: “We have one hour to finalize the user limits and support terms.” Recap progress after each point: “Great, we agreed on a 12-month term at $X per month. Next, let’s finalize the onboarding schedule.” Timeboxing and summarizing key decisions keep the conversation efficient and participants engaged.
4. What if I feel pressured to accept unfavorable terms just to end the call?
Acknowledge the urgency without conceding too quickly: “I know we’re close to wrapping up, but I need a moment to confirm these terms align with our internal policies.” Suggest a brief pause or a follow-up call if needed. It’s better to take a bit more time now than sign a bad deal you’ll regret later.
5. How can I ensure the terms agreed upon are actually implemented afterward?
End the meeting by summarizing important agreed terms, who is responsible for what and the next steps. Then send a written summary email or updated contract draft immediately after. Having a document both sides can refer to prevents “he said, she said” disputes and keeps everyone accountable for their promises.
A Quick Scenario: Negotiating a SaaS Contract in Live Negotiations
Imagine you run a growing marketing agency, and you’re negotiating a SaaS contract for a new project management platform. You’ve done your homework: you know your budget, the required user count, must-have integrations (like linking to your CRM), and the level of customer support you need.
Preparation:
Before the call, you decide that you need a minimum of 30 seats at a certain monthly rate. You also need a guaranteed response time for support tickets, integration with your CRM, and a flexible cancellation clause.
Agenda:
You send the SaaS vendor a short agenda:
- Pricing and number of seats
- Support response times and escalation policies
- Integration with CRM tools
- Cancellation and renewal terms
Clear Language:
On the call, you say, “We need at least 30 seats at $X per user per month, with a guaranteed 24-hour support response time. Can you confirm that’s possible?” This straightforward request helps the vendor respond faster. They might say, “We can offer 30 seats at that rate, but our standard support time is 48 hours.”
Assigning Roles:
In your team, you’re the lead negotiator. Your colleague is ready to update the shared Google Doc with any changes. Another teammate listens and takes notes on agreed points. While you talk pricing, your colleague highlights the relevant clauses in the contract so everyone can see what’s changing.
Active Listening:
The vendor expresses concern about meeting the 24-hour support response. You summarize: “You’re saying 24 hours might be tight. How about 36 hours as a compromise?” This shows you listened and are open to meeting them halfway.
Leveraging Technology:
As you discuss these terms, you screen-share the contract. Your teammate edits the pricing clause and support terms in real-time. Everyone sees the new wording instantly. No follow-up emails are required later to confirm what was changed.
Taking a Break:
If you reach a deadlock—say, the vendor wants a strict auto-renewal clause, and you want a more flexible cancellation policy—suggest a short pause. “Let’s take five minutes so we can consider some options.” After the break, you might propose a partial compromise: a 30-day cancellation notice instead of 60 days. The vendor, now calmer, might agree.
By the end of the call, you summarize: “We’ve agreed on 30 seats at $X per month, a 36-hour support response, full CRM integration within 30 days of signing, and a 30-day cancellation notice. I’ll send an updated contract draft today, and you’ll review it by Friday.” Sending that draft immediately seals the verbal agreement in a written form, reducing any risk of confusion.
Building Confidence Over Time in Live Negotiations:
These tactics become easier the more you use them. After a few live negotiation sessions, you’ll know when to push back, when to pause, and how to keep the conversation clear and constructive. Over time, refine your agenda templates, prepare standard clauses, and train your team to handle their roles seamlessly.
Improving your negotiation approach doesn’t just save time. It also helps maintain positive relationships with vendors and clients, who appreciate smooth, respectful interactions. Everyone wins when deals close faster and with less friction.
Also, don’t forget to check out our list of negotiation Books to read to become a better negotiator.
Conclusion:
Long live negotiations where you reach no results don’t have to be your standard. By preparing in advance, setting a clear agenda, speaking plainly, delegating tasks within your team, listening closely, using the right tools, and knowing when to step back, you can drastically shorten negotiation times and reduce stress.
This structured approach leads to fairer deals struck in less time. Instead of hours or days spent ironing out small details, you’ll wrap up contracts more efficiently. You’ll protect your interests and keep your partners happy, setting the stage for productive, long-term relationships.
Need help?
For help with your contract negotiations and related processes, reach out to us via lowa@amstlegal.com or book an appointment with Robby Reggers here.
9 Actions to End the Year Strong in Contract Negotiations
Introduction
As the end of Q4 2024 approaches, legal and commercial teams face pressure to finalize contracts before the holiday break. The final weeks of the year present unique challenges, with tight deadlines, competing priorities and holiday disruptions. Success depends on aligning your team and prioritizing the most critical contracts with a focus on maintaining clear communication throughout the process.
With 20 December 2024 as the (most likely) last day to finalize contracts, prioritizing deals that directly impact your company’s goals is essential. At the same time, addressing dormant deals and preparing for next year when time allows will ensure a smooth transition into 2025.
What We Will Cover in This Article
To finish the year strong and enter 2025 with momentum (while feeling rested), you need to focus on the following now:
- Bring your teams together to align on priorities and processes.
- Devote your full attention on clear communication, both internally and with customers.
- Prioritize Q4 2024 deals, address dormant contracts and prepare Q1 2025 deals if time permits.
In this article, we will outline 9 actionable tips to help you organize your efforts, streamline workflows, and avoid a year-end scramble.
9 Actions to Close Out the Year Successfully
1. Align Priorities Across Teams
The first and most crucial step is to bring all relevant teams together—Legal, Sales, Procurement, and Operations. Without alignment, resources can be wasted, and critical deals may slip through the cracks.
- Host Priority Meetings: Convene key stakeholders to discuss active contracts and set clear priorities.
- Set Realistic Timelines: Share anticipated closing dates and deadlines, taking into account holiday schedules.
- Address Bottlenecks Early: Identify potential obstacles, such as approvals or customer feedback, and plan to resolve them.
- Document Priorities: Create a shared list of deals and communicate expectations to all involved.
Why This Matters: A lack of alignment leads to confusion and delays. Clear communication ensures everyone is working toward the same goals.
2. Finalize Q4 Deals That Matter
After aligning priorities, focus your efforts on closing Q4 2024 deals that are most important to your company’s financial and strategic objectives. These contracts often involve high-value agreements or partnerships where delays could have serious consequences.
- Assign dedicated resources to critical deals.
- Regularly update internal and external stakeholders on progress.
- Use the tools and processes your company has designated for tracking and approvals.
Key Question: Which deals are tied to year-end financials or essential company objectives?
3. Prioritize High-Value Deals
Within the Q4 pipeline, high-value deals deserve special attention. These agreements often require more complex negotiations, multiple approvals, or input from senior decision-makers.
- Set weekly check-ins with deal teams to track progress.
- Identify potential risks or delays early and create contingency plans.
- Ensure executive stakeholders are available for final approvals.
Why This Matters: High-value deals typically have the greatest impact on your company’s year-end performance and strategic goals.
4. Push Small Deals to Close Quickly
While high-value contracts demand attention, small deals should not be overlooked. These agreements are often easier to finalize and can contribute to year-end results with minimal effort.
- Set a goal to close smaller contracts early in December.
- Automate workflows where possible to speed up execution.
Why This Works: Small deals are low-hanging fruit that boost momentum and free up resources for larger negotiations.
5. Address Dormant Deals Immediately
Dormant contracts – those that you have chased but have not heard back from or are unresolved – should be reviewed and addressed now.
- Discuss and determine if these deals can be realistically closed before year-end.
- For contracts that cannot be finalized, communicate plans to defer them to 2025.
Key Tip: Don’t let dormant deals distract from critical Q4 priorities. Clear them out to create focus and clarity.
6. Communicate Proactively with Customers
Proactive communication is essential for keeping deals on track. Schedule touchpoints with high-priority customers to confirm timelines and address any outstanding issues.
- Share clear expectations for closing terms and deadlines.
- Follow up consistently to maintain momentum.
- Ask if certain specific closing requirements are important for the customer – for example signing protocols & timing.
Why This Works: Clear communication reduces uncertainty, builds trust, and helps avoid last-minute surprises.
7. Enable Your Team with Clear Instructions and Tools
Ensure your team has access to the right tools and a clear understanding of how to use them. This includes contract management systems, signing tools, and repositories.
- Save contracts in designated locations for compliance and easy access.
- Track progress on negotiations, approvals, and signatures using your company’s approved tools.
- Refresh your team on contract thresholds, policies, and escalation processes.
Why This Matters: Standardized workflows minimize confusion and ensure contracts are executed efficiently.
8. Review Processes, Not Just Contracts
A successful year-end close depends on streamlined workflows, not just finalizing agreements. Take time to review and address any gaps in your processes.
- Are all approvals aligned and documented?
- Have compliance requirements been met?
- Are decision-makers available for final signatures?
Why This Matters: Process inefficiencies can derail even the most well-negotiated deals.
9. Review Q1 2025 Deals Only If Time Permits
Finally, if your team has capacity, begin preparing for Q1 2025. Use this time to lay the groundwork for contracts that will need early attention next year.
- Draft templates and standard terms.
- Schedule initial meetings with stakeholders for early January.
- Address any known issues that could cause delays.
Key Tip: Keep your focus on 2024 until all critical contracts are on track to close.
Conclusion: Focus on What Matters Most
As the year draws to a close, success hinges on prioritization and clear communication. Focus your efforts on:
- Bringing your teams together to align priorities and streamline processes.
- Closing critical Q4 2024 deals that directly impact financial and strategic goals.
- Resolving dormant deals or deferring them to 2025 with a clear plan.
- Preparing for Q1 2025 only after year-end priorities have been addressed.
By following these steps and equipping your team with the right tools and processes, you can ensure a smooth year-end close and start 2025 with confidence.
We can also recommend a great article on this subject by Bari Williams, Head of Legal & Legal Content at LegalOn Technologies, see link on contractnerds.
For help with your contract negotiations and related processes, reach out to us via lowa@amstlegal.com or book an appointment with Robby Reggers here.
10 Tips You Need to Know to Improve Your Contract Templates
1. Introduction
Sales teams, entrepreneurs, procurement specialists and legal professionals all share one common need: contracts that are clear, efficient and enforceable. When done right, they accelerate deals, minimize risks and build trust. Contract Templates are great to achieve this.
These legal documents do not only formalize agreements but also protect business interests by clearly defining risks, responsibilities and expectations between the contractual parties. However, as important as contracts are, the process of managing them can be complex, time-consuming and inefficient.
The solution is standardizing contracts in templates. This can be in the form of template NDA’s, Custom Agreements, General Terms & Conditions, Master Services Agreements, Order Forms or even letters. The key is to create easy to use, not overly complicated (and short where possible!) templates that cover the company’s risk. A great practical book on this is ‘Sign Here: The enterprise guide to closing contracts quickly’ by Alex Hamilton.
Creating and maintaining strong, streamlined contract templates can help companies enhance efficiency, reduce legal risks and optimize resource allocation. Also see my article on this here. However, simply having templates is not enough. Organizations need to ensure that they are accessible, up-to-date and aligned with both legal and business objectives.
This article series, “10 Tips You Need to Know to Improve Your Contract Templates”, was written to help businesses tackle these challenges head-on. We will explore key strategies to improve contract templates, ensuring they become valuable tools that drive efficiency, consistency and strategic growth.
Let’s start by understanding why we need templates in the first place and how to overcome common issues that arise from their use. This Introduction article will be followed up by 10 more articles including a practical, step-by-step guide explaining how to improve templates, creating better processes and rolling them out successfully.
2. Why we need (better) Contract Templates
Companies need to work on avoiding overcomplicating contracts and to focus on improving contract workflows.
One effective way to achieve this is by creating standardized templates for the company’s most common agreements. For example, Non-Disclosure Agreements (NDAs), Terms & Conditions (T&C), Data Privacy Agreements (DPA), Service Level Agreements (SLA), Master Services Agreements (MSAs) etc.
Standardized contract templates can also significantly reduce the time spent on repetitive drafting. It enables faster contract creation, review, and approval, which not only speeds up business processes but also frees up valuable resources for more strategic tasks.
Moreover, contract templates help maintain consistency in the language, terms, and legal safeguards across all agreements, reducing the risk of errors, contradictory clauses, and legal disputes. By ensuring that key legal protections are consistently applied, contract templates minimize legal risks and contribute to more efficient, reliable contract management overall.
However, despite the clear benefits of using standard contract templates, many companies struggle with effectively implementing them. The correct use of these templates often remains a stumbling block, and failure to address common issues can lead to inefficiencies, delays, and legal risks.
In the next paragraphs, we will first highlight what the 4 most common issues are with Contract Templates, secondly what the consequences are of these issues, finalizing with explaining are the 9 advantages of having great (so not complicated & long) Contract Templates.
3. Common Issues with Contract Templates
While standardized contract templates can improve efficiency, many organizations encounter obstacles that prevent them from fully realizing their potential by using contract templates. In practice several factors can hinder the successful implementation and utilization of such contract templates.
Four of the most common issues with contract templates include the following:
Complexity
Overly complex and lengthy templates often result in confusion and create more questions than answers for the commercial team who use the templates in practice. The language may contain specific legal terms or overly complex wording, that can be difficult to comprehend, which in turn can slow down the contract review process. We also often spot that templates are outdated and no longer fit with the products & services that the company is providing.
Accessibility
Locating and using the correct template can be a challenge. The absence of a clear system for accessing the right templates often results in the use of outdated or unauthorized versions, creating further inconsistencies.
Limited Resources
Many businesses lack the resources to dedicate time to continuously improve their contract templates. This lack of investment often leads to templates that are outdated or irrelevant to current business needs.
Excessive Legal Review
Despite having templates in place, Legal often still need to review and negotiate a high volume of contracts due to the lack of well-defined processes and the issues mentioned above. This increases the burden on the Sales, Procurement & Legal department and slows down the contracting process.
The existence of these obstacles highlights the importance of having a clear strategy and process for managing contract templates. Understanding these common issues is a first step towards addressing them and ensuring smoother contract workflows.
4. Consequences of Contract Template Issues
The issues described above surrounding contract templates can have significant, far-reaching consequences for businesses in several areas. The idea of having solid contract templates in place relies heavily on whether the templates are easy to use, if they are consistent and whether they have been reviewed and continuously get managed properly. Mainly, this revolves around inefficiencies connected to the contract templates due to poor contract template management.
Incorrect, overcomplicated and long templates result in the following issues:
Delays in Contract Creation, Negotiation and Closing
Complex and outdated templates can prolong the time it takes to finalize contracts due to the need to involve legal professionals. If the template is too complex, it won’t be possible for anyone to use the template at issue. Additionally, this can cause delays that may disrupt operations and hinder business growth that otherwise would have been possible.
Increased Risk Exposure
Contracts that are inconsistent or not properly reviewed make the company vulnerable to legal and financial risks, including disputes, compliance issues, and unfavorable terms. This is especially the case if there are several contract templates that cover different areas.
Higher Workloads
The inefficiencies of managing contract templates translate to additional work for Legal and other involved departments. This means that they must spend more time resolving problems, negotiating terms, and handling unnecessary contract revisions since they are the only ones who are fit for the job. In turn, this creates less time for them to focus on more complex, high-value deals.
Strained Business Relationships
Poor contract management can also erode trust with clients, vendors, and partners. If the contracting process is slow, confusing, or fraught with errors, it can negatively impact business relationships and damage the company’s reputation. For instance, the counterparty can get the impression that the inconsistent templates may reflect your way of doing business.
In other words, the consequences of poorly managed contract templates extend far beyond operational inefficiencies. To prevent these issues, companies need to reassess their contract management strategies and prioritize the development of high-quality templates.
5. Results of having State-of-the-Art Templates
When businesses take the time to develop and maintain strong contract templates, they unlock a wide range of benefits that positively impact both their day-to-day operations and long-term strategic goals. These benefits arise from the ability to standardize contract processes, reduce legal risks, and enhance collaboration between departments.
Nine key advantages are:
Shorter Contract Negotiation Times
High-quality templates serve as a strong starting point for contract negotiations, eliminating the need to negotiate basic terms and conditions from scratch. Since most of the standard clauses are pre-approved and align with company policy, both parties can focus on customizing specific deal points rather than revisiting the entire contract.
Increased Efficiency and Simplified Contract Handling
Streamlined templates reduce the time and effort required to draft, review, and approve contracts. This reduces the administrative burden on both Legal and business teams, allowing them to focus on higher-value tasks such as negotiating complex deals or working on strategic initiatives. In fast-paced industries, this can provide a critical competitive advantage.
Reduced Workload
With standardized, well-organized templates, the Legal department can reduce the number of contracts that require individual review. This means that only the most complex or high-risk contracts will require in-depth legal review. It allows the Legal team to focus on more strategic activities, such as risk management or regulatory compliance.
Enhanced Consistency and Contract Quality
High-quality templates ensure that contracts across the organization are aligned with company standards, reducing the risk of errors and inconsistencies. Enhanced consistency also helps to build trust with external parties, as they can rely on the fact that the company’s contracts follow a predictable structure.
Risk Mitigation
Strong contract templates serve as a built-in risk management tool, ensuring that all agreements contain the necessary legal safeguards to protect the company’s interests. By ensuring that contracts contain the necessary legal safeguards and are compliant with applicable regulations, companies can better manage their legal and financial risks.
Decreased Legal Costs & Improved Cost Efficiency
With fewer contracts requiring in-depth legal review, companies can reduce their legal expenses and allocate their budgets more efficiently. This cost efficiency allows companies to allocate their legal budgets more effectively, focusing on complex matters that truly require expert legal input.
Stronger Business Relationships
A smooth and transparent contracting process enhances trust and collaboration with clients, vendors, and partners. It also reduces delays and confusion, making it easier to finalize agreements quickly and without unnecessary back-and-forth.
Optimized Resources
Well-organized contract processes help businesses make the most of their available human and financial resources. By standardizing and streamlining contract workflows, companies can minimize the time and effort spent on repetitive tasks, allowing teams to focus on strategic growth initiatives rather than administrative burdens.
Empowered Commercial Teams
With easy access to effective contract templates, commercial teams can take the lead in negotiations without the constant need for legal intervention. When teams have access to well-structured, pre-approved templates, they can confidently lead discussions and close deals faster.
In summary, adopting state-of-the-art contract templates into your business processes leads to a wide range of benefits. Not only do they increase efficiency and reduce legal costs, but they also improve the consistency and quality of your contracts. By streamlining contract workflows and fostering better business relationships, high-quality templates help companies mitigate risks, optimize resources, and accelerate growth. Implementing these templates is a smart investment that delivers long-term operational and strategic advantages.
6. Experienced Results of Contract Optimization
Throughout Robby Reggers’ 20-year career advising businesses on contract optimization within legal departments, the most successful outcomes were achieved by companies that embraced a collaborative methodology for template optimization. By refining contract templates with input from across the organization, companies can ensure that their contracts are not only legally robust, but also fully aligned with business objectives and responsive to customer needs.
For help improving contract templates, negotiations and related processes, reach out to us via lowa@amstlegal.com or book an appointment with Robby Reggers here.
How to Negotiate Contracts Faster Before Q3 Ends
Are you struggling to get your contract signed before Q3? As someone who has been working in contract law since 2004, I understand how stressful the last week of the quarter can be. You’re trying to close deals, manage client expectations and meet internal deadlines. Over the years, I’ve refined a few strategies to help speed up the process and keep things moving smoothly during this critical period.
In this article ‘How to Close Contracts Fast Before Q3 Ends’ (a follow up on this article), I will share practical tips I’ve gathered throughout my career.
This will help you negotiate and close your contracts before Q3 ends – whether you’re a legal professional or part of the sales / procurement team.
1. Groundwork: Setting the Foundation for Smooth Contract Closures
Before we get into the last-minute strategies, it’s important to acknowledge that no matter how prepared you are in the final week of the quarter, the real work begins long before that. Over the months leading up to these peaks, the following foundation should be laid out – so you can negotiate contracts faster (and better), and act quickly & decisively when time is of the essence.
The four pillars of better contract processes, developed by AMST Legal, are:
# Create Standard Templates
One of the simplest yet most effective ways to streamline the contract process is to use standardized templates. As I also wrote in this article, when teams work with simple, pre-approved, consistent language, it cuts down on back-and-forth reviews and will greatly improve contract negotiations. You will know exactly what is in each contract, with the right risk profiles and internal teams are trained on using it. If your organization doesn’t already have these, make creating them a priority for the future. It will be a game-changer for your company.
# Set Minimum Value Limits for Negotiations
During these peaks, it will be impossible for legal to help out the commercial teams and review & negotiate all contracts. It is therefore important that teams use the standard templates as much as possible. A great tool for this is setting agreed minimum contract value in the company, also see this article by Ironclad on this subject. For smaller contracts, also consider limiting negotiation points or automating approvals for low-risk items. This has saved me countless hours over the years and allows legal teams to focus on more complex, high-value contracts.
# Improve Internal Communication and Training
Lack of communication is often the reason of delayed contracts. By establishing clear communication channels between legal, sales and management teams, you can avoid last-minute surprises. Regular training sessions also ensure that everyone understands the process and the contract standards, which makes a huge difference when things get hectic at the end of the quarter. Consequently, internal teams will feel more confident when negotiating contracts.
# Implement Legal Tech Solutions
If you set up the above, but processes still need to be improved due to a high volume of contracts, it’s time to embrace legal tech solutions. Tools like e-signature, contract management or AI Contract Review can significantly speed up your workflow and will help you negotiate contracts faster. I’ve seen contracts get stuck for days simply because (i) someone was out of the office and couldn’t physically sign a document or (ii) we couldn’t find the relevant document to sign
2. Prioritize High-Volume and Strategic Deals
As the quarter draws to a close, it’s time to get laser-focused. You simply can’t negotiate all contracts at once, and that is perfectly normal. The key is to prioritize high-volume or strategically important deals. This is where you will get the most return on your time investment.
How to Identify Key Deals
I always ask myself (and my team) two questions at this stage:
- Is this contract actually closing by the end of Q3?
- Is this a high-volume or high-value deal?
If a contract doesn’t meet these criteria, it’s not worth your time right now. You will waste valuable energy chasing and negotiating contracts that can be closed after the quarter ends. Focus on what you can (and must) win now, and push the rest to next quarter.
Managing Distractions
Distractions are everywhere, especially when the pressure is on. This is the time to train yourself (and your team) to stay focused. Make sure everyone is crystal clear: the goal is to close and only negotiate Q3 contracts, nothing else. If it’s not urgent or relevant to Q3, it can wait. This might seem obvious, but it’s surprising how many teams get sidetracked by low-priority tasks during this crunch time.
3. Clear Communication with Clients and Teams
Communication is critical at every stage of a contract negotiation, but it becomes especially clear when deadlines are looming. You need to maintain transparent, open lines of communication – both internally and with your clients.
External Communication
Clients don’t always understand the urgency we feel in the final week of the quarter. That’s why I make it a point to confirm their needs early on, well before the last-minute rush. I’ve found that directly addressing concerns and reiterating the importance of deadlines can push things along. Clients are more likely to act quickly when they understand the background.
If you sense a deal might be slipping to the next quarter, reach out to your client immediately. Often, an honest conversation can be the difference between closing a deal on time or missing the deadline.
Internal Communication
In a busy period like this, internal communication is just as crucial. Make sure your teams are aligned, especially if multiple departments are involved. The last thing you want is a delay because someone missed an internal approval. I usually recommend daily check-ins or updates to keep things moving.
And if a deal is stuck, escalate quickly. There’s no time for prolonged delays when the quarter is on the line.
4. Encourage Team Collaboration
Complex contracts can’t be handled alone – negotiating contracts is a team sport. I’ve learned over the years that collaboration is the key to overcoming obstacles, especially when time is running out.
Breaking Down Silos
Avoid the temptation to work in silos, especially on tricky deals. Bring in your legal, sales, finance, and operations teams as needed. Each department offers a unique perspective that can help you get past obstacles faster. In many cases, a quick group discussion can solve a problem that might take one person days to figure out on their own.
Address Escalation Matters
If a contract is stuck in escalation, resolve it now. Whether it’s a pricing issue or compliance matter, gather the right people and tackle it head-on. Waiting for someone else to make the call will only waste time.
5. Deadline Management
Nothing is more frustrating than having a contract fall through because of a missed deadline. In the final days of the quarter, every deadline matters – whether it’s a signature, a document approval or a client review.
Plan Ahead
Two of the best pieces of advice at the end of a contract negotiation: 1. ask the counterparty how many days they need to get the document signed. Are there internal processes we need to think of? and 2. plan a few days ahead. You never know what might come up in the final days & hours, so giving yourself a bit of extra time can help prevent last-minute panic. Make sure signatures are collected and documents are finalized before the last day of the quarter, whenever possible.
Avoid Costly Mistakes
Missing a deadline – even a minor one – can push a deal into the next quarter. Not only is this frustrating, but it can also have financial implications for your business. Stay on top of dates, and build in extra time for any last-minute reviews or approvals that might come up.
6. Frequently Asked Questions (FAQs)
Q1. What should I do if a deal is unlikely to close by the end of the quarter?
If a deal isn’t likely to close by the end of Q3, communicate it to the relevant teams and deprioritize it. Focus on deals that have a real chance of closing now. Set expectations with clients for the next quarter and move forward.
Q2. How can I speed up communication between teams?
Hold daily check-ins and use tools like Slack or Microsoft Teams to facilitate quick communication. This ensures everyone is aligned and up-to-date on contract status.
Q3. What legal tech tools should I use?
I highly recommend e-signature platforms, Contract Management / Contract Lifecycle Management Tools and AI Review Tools. These tools reduce delays, help automate workflows and make the signing process smoother.
Q4. Should I negotiate terms at the last minute?
This is a subject for a longer article, but at this stage, avoid extensive negotiations. If terms are still being discussed, escalate the decision or consider finalizing the contract as-is and revisiting the terms in the next quarter.
Q5. How do I ensure my team stays focused?
Keep the team aligned on priorities. Regular check-ins can help ensure everyone is working toward the same goal: closing Q3 deals. Delegate non-urgent tasks to be handled after the quarter ends.
Conclusion
As a legal professional that has been through countless quarter-end rushes, I know how stressful it can be. But by following the tips in this article ‘How to Close Contracts Faster Before Q3 End’ will help. Focus on the right deals, maintain clear communication and keep your team aligned. This way, you can close more contracts before Q3 ends. Stay organized, be proactive and you will be able to meet your goals without the last-minute panic.
If you follow these tips, you’ll not only survive the end-of-quarter peak, but you’ll also set yourself up for success in the quarters to come.
Please reach out to us via +31650608964 or send an email to lowa@amstlegal.com if you need more information or advice about this subject.
Don’t Sign That NDA Yet! Understand Your Obligations First
Introduction
Ready to dive deeper into Non-Disclosure Agreements (NDAs)? We covered the basics and key elements of NDA’s in part 1 here and in part 2 here we covered four common clauses like Parties, Definitions and the Purpose of NDA’s . Now, let’s explore the crucial confidentiality obligations for the receiving party in an NDA.
Learn how to safeguard your sensitive information during business partnerships with this Article ‘Don’t Sign That NDA Yet! Understand Your Obligations First’.
Quick Facts
Under NDAs, also called confidentiality agreements, parties agree the following:
- Confidentiality Obligations: keep information secret, use it only for the purpose mentioned in the NDA and don’t disclose it to unauthorized parties.
- Maintain Information Security: implement reasonable security measures to safeguard the confidentiality of the information.
- Exclusions: in certain circumstances the confidentiality doesn’t apply, such as publicly available information or disclosures required by law.
- Destruction of Information: when to return or delete confidential information once the purpose is fulfilled.
Although NDAs generally take precedence over the law, specific laws & regulations may apply. Think specific secrecy laws, the GDPR, employment laws and Trade Secret Regulations.
Confidentiality Obligations of Receiving Party
Limited Usage of the Confidential Information
In an NDA, the receiving party has the main confidentiality responsibilities.
This generally includes using confidential information exclusively for the designated “purpose” in the NDA. See our previous article here where we explain why this is important and how to cover the purpose correctly. Doing so ensures safety of keeping the confidential information secret, and makes the recipient refrain from disclosing it to any third parties.
A well-drafted NDA should explicitly restrict the receiving party from not only directly and deliberately misusing or disclosing confidential information but also from doing so indirectly, negligently, or unintentionally.
Extension of allowed recipients
One of the most important parts of the NDA to pay particular attention to is:
‘Who is able to received the Confidential Information’?
As it will often not only be the parties to the NDA itself who need to receive the confidential information, it is important to extend these confidentiality obligations beyond the receiving party itself.
Most common examples of third parties:
- professional advisor like accountants, consultants or lawyers,
- agents, directors, employees, and
- affiliates
Therefore, ensure that you include very clear definitions of third parties that may receive the Confidential Information and under which circumstances.
Usually these circumstances are that these third parties can only receive the confidential information if they have:
- a need to know in connection with the Purpose (as defined in the NDA), and
- the legal obligations of confidentiality and non-use with respect to the Confidential Information substantially similar to the obligations of the Receiving Party under this Agreement.
Maintain Information Security
Realizing that it is important to also protect the security of the confidential information shared is crucial.
If you receive confidential information it is important to understand and agree that it is are required to implement reasonable security measures. This includes technical, physical and organizational measures safeguarding the confidentiality of the information and prevent unauthorized access or disclosure.
Exceptions from confidentiality obligations
Typically, NDAs include certain exceptions to the confidentiality obligations imposed on the receiving party.
Public Knowledge
If the information becomes publicly available (without breach of the NDA), the confidentiality obligations cease to bind the recipient and their affiliates.
Prior Knowledge
The entry of the information into the public domain (without a breach of the NDA) also releases the recipient and their affiliates from confidentiality obligation
Third-Party Disclosure (Including Affiliates)
When the recipient receives information from a third party who has the legal right to disclose it, they no longer need to maintain its confidentiality.
Legal Requirements
An important exception allows the recipient, affiliates, or third parties to disclose the confidential information through a court order or governmental request. Typically, the discloser should be notified before the information is disclosed to comply with the legal process.
Return/destruction of information
When the purpose of sharing confidential information is achieved, the disclosing party may request the return of the disclosed confidential information or the deletion/destruction of the confidential information if it remains in the possession of the receiving party.
For example, the disclosing party can request the receiving party to return copies, samples, and any other tangible materials containing confidential information; and to delete/destroy digital data containing confidential information.
In the current complicated IT setup of most companies, completely eliminating data can be either highly challenging or cost-prohibitive. For this reason, we advise to add wording similar to: parties agree
Specific laws might apply
Although NDAs generally cover confidentiality obligations, it is important o realize that specific laws and regulations may override or complement them in certain situations.
Examples are: secrecy laws, the GDPR, employment laws, and Trade Secret Regulations.
These laws & regulations can impose additional requirements or exceptions so do consider these obligations when agreeing or interpreting an NDA to ensure full compliance. Also see this article from Hogan Lovells on this subject.
Conclusion
While the title of this article ‘Don’t Sign That NDA Yet! Understand Your Obligations First’ might be a bit dramatic, it underscores an important point: NDAs are often underestimated.
Understanding confidentiality obligations under NDAs, particularly for the receiving party, is crucial.
It’s essential not to jump into signing these agreements without fully understanding the potential impact on your business and your ability to operate freely.
By carefully reviewing and understanding your obligations, you can protect your interests, avoid costly legal disputes, and ensure a successful partnership.
Please reach out to us via +31650608964 or lowa@amstlegal.com if you need more information or advice about this subject.
Three Critical Elements of the new NBA Broadcasting Negotiation Explained
What is the NBA TV Deal About?
The NBA’s recent 11 year – $77 billion – broadcasting deal is a monumental shift in sports media, showcasing the complexities and high-stakes nature of modern contract negotiations. In this article ‘Three Critical Elements of the new NBA Broadcasting Negotiation Explained’ we will summarize what the NBA high stake negotiation is about.
This agreement with ESPN, NBC, and Amazon Prime Video. starting in the 2025-226 season, redefines how fans will engage with the sport. However, this NBA Broadcasting Negotiation also introduces significant legal challenges from TNT Sports. Let’s delve into the details of this historic deal and the ensuing legal battle.
Three Critical Elements of the new NBA Broadcasting Negotiation Explained
The new agreements of the NBA (including the WNBA) will be for 11 years and includes the following key partnerships:
- ESPN/ABC: Continuing as the home for the NBA Finals, with extensive coverage of regular-season and playoff games.
- NBC: Returning to NBA broadcasting, showing regular-season games, playoff matchups and the All-Star Game.
- Amazon Prime Video: Introducing a streaming-only package that covers critical playoff games, regular-season action and the In-Season Tournament.
As a result, this new approach aims to leverage diverse platforms to maximize fan engagement and accessibility. Looking at the size of these high-stake negotiations, the teams involved were skilled contract negotiation experts that we can learn from.
TNT Sports’ Legal Challenge
TNT Sports, a longstanding NBA broadcasting partner, does not agree with the new agreements. To summarize, it claims that it has a contractual right to match the terms of the new agreements. TNT will face the following legal challenges:
- Broadcasting Platforms: First, TNT’s contract contains both cable and streaming options, where Amazon’s offer is exclusively streaming-based.
- Audience Reach: Next, Amazon’s platform offers a broader audience reach than TNT.
- Financial Terms: Finally, Amazon’s upfront payment contrasts with TNT’s proposed line of credit, reflecting different financial strategies.
This disagreement underscore the evolving landscape of sports broadcasting rights and the complexities involved in negotiating such high-stakes deals.
Potential Legal Outcomes
In essence, the lawsuit from TNT could result in several potential outcomes:
- Extended Negotiations: Both parties might seek to renegotiate terms to avoid the complications and public scrutiny of a court case.
- Compromise Solutions: Additionally, possible adjustments to the agreements or financial settlements could resolve the dispute.
- Industry Precedents: Lastly, the resolution of this case could set significant precedents for future sports broadcasting contracts and disputes.
Implications for the Future
The NBA’s new broadcasting agreements highlight the increasing importance of digital platforms in reaching global audiences. By partnering with ESPN, NBC, and Amazon, the NBA aims to enhance the fan experience through more diverse viewing options and innovative content delivery.
However, the legal challenge from TNT Sports could delay or change the implementation of these deals. As both sides prepare for a potential courtroom battle, the sports media industry will be closely watching the outcome, which could influence the future of sports broadcasting negotiations.
The Importance of Well-Crafted Contract Negotiations
This case highlights how critical well-crafted contract negotiations are. Not just in high-stakes sports deals like this, but in everyday business transactions.
Even billion-dollar deals aren’t immune to contract disputes or legal battles. The NBA’s recent broadcasting agreement proves that clear language is crucial, no matter the stakes.
This underscores the need for clear, precise language and comprehensive terms in contracts to minimize misunderstandings and legal disputes.
In addition, from business agreements to personal contracts, the principles of clear communication and mutual understanding are vital. What we can learn from this case is that, as legal professionals, it is our goal is to draft agreements that withstand scrutiny and prevent conflicts. Parties should have a shared understanding of their rights and obligations.
Lessons for Everyday Negotiations
The key takeaways from this monumental NBA deal for our everyday lives.
- Clear and Precise Language: Ensure that all terms are clearly defined and agreed upon to avoid misunderstandings. This means that is it is important to use unambiguous contract language to prevent disputes.
- Consider All Platforms and Options: Just as the NBA considered both traditional and digital platforms to maximize reach, explore all available options and platforms in your negotiations to ensure the best possible outcomes for all parties involved.
- Financial Transparency and Stability: Financial terms should be transparent and feasible. he NBA preferred Amazon’s upfront payment over TNT’s line of credit, highlighting the need for clear and stable financial agreements in negotiations.
Conclusion
The NBA’s $77 billion broadcasting deal represents a significant milestone in sports media, reflecting the high-stakes nature of modern contract negotiations. Hopefully, this article ‘Three Critical Elements of the new NBA Broadcasting Negotiation Explained’ helped make clear why this deal is so important.
While the new agreements promise to enhance fan engagement and accessibility, the potential legal battle with TNT Sports adds a layer of complexity to the situation. As the story unfolds, it will provide valuable insights into the dynamics of sports broadcasting rights and the legal intricacies involved in negotiating such monumental deals.
By understanding the details and implications of this historic agreement, it will be easier to understand the evolving landscape of sports media and broadcasting. Also, this serves as a reminder of the importance of meticulous contract drafting and negotiation in avoiding costly legal disputes and ensuring smooth, successful partnerships.