Due Diligence: Contract Review Scenarios

By Chris Combs

signing contract

The technology industry moves fast – and legal departments are expected to keep up. As an up and coming company, keeping your contracts organized and developing a strategy for scaling is key. When a board member or executive asks you for important information, you have to get it right. There is no margin for error.

The same goes when your company is under audit or when investors ask for certain customer information. As the legal department, you are the last line of defense when it comes to customer agreements and contracts. Missing a detail in a contract is never really an option in any of these scenarios.

To help you prepare for the unexpected, here are three contract review scenarios you may come across:

1. Executive and Board Requests – There are many scenarios that involve someone looking for specific information within past contracts. But requests from executives (CEO, CFO) and board members must be handled with a bit more urgency.

For instance, your CEO may come to you and ask how often you reviewed a specific clause in a contract or if there had been any different approvals in customers negotiations. They may want to know how often you’ve approved a certain request or more information about the specific numbers. But sifting through old contracts can be both extremely manual and time consuming. Do you have an easy way to search through all your contracts? It may be worth reviewing a tool like LinkSquares to help. 

2. Insurance and Financial Audits – These types of requests are typically associated with a larger company audit but are important and can affect the status of certifications like Soc II. As the legal department, you have to make sure that every contract is accurate and your company is covered.

Every year, the company holding the insurance policy on your company may ask for the types of agreements your organization has negotiated. The insurance company needs specific details within your contracts. The general council now has to go back and pull all relevant contracts for the audit. This takes serious precision and time. But when you manually go through your contracts, there’s always room for human error no matter how much experience you may have. 

3. Investor Due Diligence – The process of landing investors can take a while. Different investors want to know different things about your company. They may ask about your different customers or the types of contracts you’ve signed this year. Maybe they want to know how many of a certain type of agreement you’ve finalized and what the final outcomes were.

As a General Counsel or part of the legal team, there are mountains of possible requests you could receive from an investor. If you can't quickly and accurately fulfill the requests, you could lose out on a deal or an additional round of funding. Be prepared for these questions by using a tool that organizes your agreements and makes them easy to search through. 

At the moment, the only way to search for specific information in contracts is to manually go through your archives and review each one. As your company grows, manual searches can get more cumbersome and take additional time and people. These searches become more efficient when you know what to look for, but there are still a lot of challenges in finding that information quickly. With LinkSquares, you can improve the entire search process and save your legal department some serious time and risk.

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