Contract Lifecycle Management: In-house Counsel Perspectives (in

Contract Lifecycle Management: In-house Counsel Perspectives (in Collaboration with Outside Counsel) March 10, 2022 1, 2020 Presented by Wali Raja /Date Josh Stadtler Portland, Oregon

Discussion Road Map What is Contract Lifecycle Management (CLM)? Why is proper CLM important? What risks are associated with poor CLM? Business considerations during CLM Primary concerns in the drafting and compliance phases of CLM What roles do in-house and outside counsel play in CLM?

What is Contract Lifecycle Management (CLM)? Initiation & Investigation Renew or Terminate Obligation Tracking & Compliance Negotiations Draft, Review & Redline

Why is Proper CLM Important? Reduces risk of missed obligations, late fees, bottlenecks, and liability Increases compliance with legal requirements and payment obligations Tracks critical dates such as performance and termination dates Increases efficiency of contract execution Ensures proper termination and timely renewal Provides organization and repository of contract and related records

Business First Deals are often negotiated before attorney is brought in. Attorney’s job is to put the deal into a contract. Communication is key. Strong relationships with business partners facilitate better contract drafting and compliance. Compliance does NOT bring money in the door, and so businesses may be reluctant to invest in compliance.

Key Legal Phases of CLM Drafting, Redline & Review: Identify and mitigate risks Pay particular attention to specific language (sloppy drafting can result in big lawsuits) Make contract expectations and dates clear Understand where material breaches might occur Brainstorm worst-case scenarios Identify damages if breach, nonperformance, delay, etc. Outline dispute resolution Track important performance details including timeline and quality/quantity expectations

Key Legal Phases of CLM Obligation Tracking & Compliance: Parties are expected to track and adhere to their own responsibilities and follow their own performance expectations in the contract, plus avoid pitfalls Contract will contain certain legal obligations and liabilities If problems arise, review contract procedures, including notice and delivery requirements

Key Takeaways In-house Perspective Why is CLM important Managing business relationships and expectations Outside Counsel Typically brought in at compliance stage Might facilitate negotiations Can work through arbitration or litigation if issues don’t resolve

Questions?

Presenters Wali Raja Viola Brands [email protected] 908.249.1830 Josh Stadtler Dunn Carney LLP [email protected] 503-417-5507