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CLM Buyers Guide
CLM Buyers Guide
Introduction 1
We have created this guide to help provide perspective on the benefits and
limitations of ‘Legal Tech’ and how a broader perspective is crucial to making the
right decision for your business. We hope you enjoy the guide and find it helpful.
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Firstly, how important are contracts?
We want to get this out there early - our view is that contracts are your
number one corporate asset.
Contracts are the foundational layer of commerce for your entire business and control almost
every penny in revenue and cost. They govern every product and service you buy and sell.
As you are taking the time to read this guide you know that contracts are crucial for your
company’s success and protection.
We understand that the challenge of contract management can seem overwhelming. As a
Legal function it is tempting to fix your contract management challenges first and consider the
wider business later. We urge you to read this short guide before you make that decision.
CLM should be a once in a decade investment for your business. Selecting a CLM platform
now based solely on the needs of the Legal team is going to demonstrate to the business that
Contracts = Legal. Instead of empowering your Legal team, this will burden them with more
and more ownership of contracts and the related work.
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Sound familiar?
Your Legal team needs to be liberated with policies, playbooks and a
business-wide CLM solution that allows them to focus on the critical,
complex legal work that requires their highly trained skill-set.
This can only be accomplished by enabling Whatever you decide, please select a CLM
the wider business to play their part in partner that can support your Legal team
the ownership of contracts and to ensure and the wider business. We wish you the
compliance in this new era of sweeping best of luck with your CLM journey.
regulatory change. It’s time to #freeyourlegalteam
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PART ONE
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The almost-overnight global transition to remote working had many
companies scrambling around searching for fragmented contract data
across file servers, inboxes, cloud drives and filing cabinets without
local access.
The critical questions answered by a CLM system such as, ‘what contracts are coming up for
renewal?’ were superseded with more pressing and complex questions demanded by the
C-Suite, such as ‘how many of my contracts with force majeure clauses contain the word
“pandemic”?’ and ‘what is the potential cost and revenue impact?’ .
These and other Covid-related contract issues have changed the C-Suite’s view of CLM from a
‘nice-to-have’ to a ‘must-have’ solution.
As much of the contract burden fell to the company’s Legal team, a slew of legal-focused CLM
solutions have come to market. An entire sector of LegalOps exists to serve this audience and
LegalTech CLM providers have been quick to target these customers.
These LegalTech CLM solutions focus on helping the Legal team draft, negotiate and execute
contracts more easily. Some solutions also support self-service contracts, radically reducing
the work of the Legal team and empowering the wider business.
Many of these companies are founded by lawyers and they are all marketed in a similar way
that is appealing to legal professionals and makes perfect sense...
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… Except it doesn’t
As we stated earlier, contracts are the foundational layer of commerce for your entire
business. Only a tiny fraction of these contracts are for the Legal team, the rest support every
service and function across your organisation.
A contract’s life also doesn’t end at the signature stage - it begins. In Protiviti’s 2017
Procurement Survey respondents stated that only 20% of negotiated savings hit the
bottom line.
The performance of vendors and customers against the obligations outlined in your contracts
not only dictates how well you perform as a company, but also governs the risk exposure of
your organisation and its compliance against industry regulations and standards. In order
to maximise value and minimise risk it is vital to get input from all stakeholders across the
business who manage contracts and vendor relationships day-to-day.
LegalTech CLM solutions actually increase the workload on the Legal team since they now
‘own’ contracts. This means all contract renewals and related work come to the Legal team
regardless of the situation.
Let’s illustrate the impact of LegalTech CLM solutions in the following situation.
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A key IT Vendor’s 3-Year Initial Term Contract comes up for renewal.
They hold Personally Identifiable Information (PII).
SCENARIO 1
A renewal is negotiated with the well-performing existing vendor.
The workflow is triggered six months before The Contract Owner in the IT team who
the notice period date to ensure the service manages the contract on a day-to-day basis
can be migrated to an alternative vendor if completes a digitised survey confirming
required. This ensures competitive tensions the vendor’s strong performance and
in any renewal negotiation. compliance with the contract and any
applicable regulatory obligations.
The Vendor Management team validates the The Information Security (InfoSec) team
strong performance of this vendor against reviews the vendor as it holds PII data.
all contracts they provide. They confirm that an updated ISO 27001
certificate for this vendor was secured
earlier in the year using another automated
workflow, and approve the renewal.
The Procurement team now engages and, The Legal team has been aware of the
given the ample timeline and strong vendor renewal and has planned for the work.
performance, negotiates a longer-term They secure the new contract term on their
contract on better commercial terms - a boilerplate contract instead of the vendor
win-win. paper, further reducing risk.
NOTE: While the Legal team plays a key role, an additional four departments are
needed to secure a compliant renewal on the best commercial and legal terms.
Using a LegalTech CLM solution, this renewal would have come to the Legal department
only, putting more pressure on an already stretched team. The performance of the vendors
against the contract terms and their compliance with data protection laws would be unknown,
exposing the company to risk and possible regulatory impact.
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SCENARIO 2
A vendor has not performed so the company decides to
migrate to an alternative vendor on a manageable timeframe.
The workflow is triggered six months before The Contract Owner in the IT team who
the notice period date to ensure the service manages the contract on a day-to-day
can be migrated to an alternative vendor. basis, completes a digitised survey
This ensures competitive tensions in any confirming the vendor is not adhering to the
renewal negotiation. contract obligations.
The Procurement team has an adequate As this contract is not going to be renewed,
timeline and engages with the IT Contract Legal is not needed or engaged in
Owner and Vendor Management team to its termination.
issue an RFI for the contracted services to
find a new vendor.
NOTE: In this scenario, the Legal team is not engaged at all during this renewal
workflow, freeing up their time to work on other high-value strategic workstreams.
This is just one simple illustration of the inputs needed for best-in-class contract
management. Company-wide problems require company-wide solutions, they cannot be
solved in isolation in a Legal silo.
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The scenarios outlined above
and more sophisticated use-
cases can be customised and
fully automated to your exact
requirement in Gatekeeper’s
Visual Kanban Engine.
www.gatekeeperhq.com
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PART TWO
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We also highlighted that the acceleration in digital transformation
driven by Covid to meet critical contract challenges has resulted in a
raft of contract management tools on the market that focus exclusively
on the Legal use-case.
As a reminder:
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To understand this, let’s go back to basics…
What is a Contract?
A contract is simply a promise enforceable by law. The making of a
contract requires the mutual assent of two or more parties.
In the business world, contracts define almost every penny that flows out of the business
in costs and into the business in revenue. As described by Lucy Bassli, a lawyer and legal
operations expert in her book ‘CLM Simplified’, ‘contracts are, at their core, a business
document. They are the lifeline of business’.
What is CLM?
CLM stands for Contract Lifecycle Management and represents each
key stage of the life of a contract.
As contracts can be renewed, they are often represented in a circular diagram such as
the one below and split between the two key stages of:
Pre-Execution - the stages that take place Post-Execution - the active management of
before and up to the point of signature by the contract to ensure all parties deliver
all parties when the contract becomes on their promise. This can also be described
legally enforceable. This can also be as the ‘Delivery Phase’.
described as the ‘Promise Phase’.
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Fig 1. The Contract Lifecycle
Authoring
Within this step the Legal team will draft the contract often leveraging contract templates that
have been drafted in-house. This step can also involve more advanced techniques such as the
use of clause libraries. If the vendor or third-party provides their own contract template, this
step is often removed from the lifecycle entirely.
Negotiations
This is the standard redline process often managed by the respective Legal teams.
The global standard remains Microsoft Word and the feature ‘track changes’. The more
mature CLM platforms respect this choice and support Word in both the desktop and
Office365 editions.
Approvals
This step is required to secure the relevant senior stakeholder sign off prior to the signature
stage. The most advanced CLM solutions can route a contract based on contract value, type,
risk, vendor type, data protection and more, automatically using a sophisticated workflow
engine to secure one or many approvals and build a defensible audit trail.
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Execution
This stage is the signing of the contract where the contract becomes a legally binding
promise between the parties. In a modern CLM, this stage is often supported by electronic
signatures that are now legally binding for the vast majority of agreements. This provides a
detailed audit trail and ensures the repository is populated with the executed version.
Obligations
As with all post-execution stages, obligations need to be proactively managed throughout
the life of the contract. This stage includes setting up milestones and time-based tracking to
ensure all of the promises made within the contract are delivered by each party. This stage
is critical in unlocking the value of the contract.
Performance
This stage needs to be managed continually or periodically across the life of the contract
and includes items such as adherence to Service Level Agreements (SLAs). A key input often
includes analysing the overall performance of the vendor if they are providing products or
services spanning multiple contracts.
Compliance
This stage often covers highly sensitive areas such as data privacy, data processing, use of
sub-processors, insurance cover and indemnity. Depending on the industry, non-compliance
to these areas can cause material issues with regulators and attract significant fines or even
impact the ongoing viability of the company itself.
Renewals/Closeout
This stage can often be missed in organisations that do not actively manage their contract
portfolio, resulting in an unwanted cost to the business or the expiration of a product
or service that they are reliant on, with sometimes severe negative consequences. A
sophisticated CLM is able to notify contract owners across the business of upcoming renewals
and issue surveys to capture key information such as the need for the service ongoing,
performance of the vendor and other crucial data points that result in a successful renewal or
closeout.
Request
This can be as a result of the closeout of an existing contract or the need for a new contract.
Historically contact requests have been routed to the Legal Team however with tectonic shifts
in the regulatory landscape such as GDPR (General Data Protection Regulation) and CCPA
(California Consumer Privacy Act), if a new vendor is required then the InfoSec Team,
Risk Team and other departments need to be notified to manage onboarding and
ongoing compliance.
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Now let’s look at the contract lifecycle in relation to the business
departments that need to be involved at each stage:
All Departments
Senior Leadership
A business-wide approach
is required to proactively The Senior Leadership team
manage a contract across all is critical for approving and
departments after execution. executing all contracts.
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The Promise Phase
As you can see Legal owns a vital element but only a subset of
the stages of the Contract Lifecycle.
What is crucial to note is that the part of the Contract Lifecycle most influenced
by Legal is simply the promise of what the contract represents to the business -
Value, Compliance and Risk Mitigation.
This is where the promise of Legaltech CLM solutions falls down. It is a fundamental flaw.
A contract’s life doesn’t end at the signature stage - it begins.
As outlined by Lucy Bassli in her book ‘CLM Simplified’, “contracts are full of obligations and
requirements that are often left unmet or the benefits of which are not reaped.”
If contracts are not managed as a corporate-wide strategy with a CLM platform accessible
by every business department and every contract owner, these ‘promises’ can quickly become
an illusion.
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The Promise Phase
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The Delivery Phase
This is where the promise of Value, Compliance and Risk Mitigation
becomes a reality and it requires the enablement of all business
departments within a unified CLM platform.
It takes the ongoing proactive management of the contract to deliver the benefits
from the promise that the Legal team worked so hard to secure.
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CLM Investment
Trying to solve a business-wide problem in a legal silo is doomed to
failure. All of the elements of the lifecycle need to be incorporated into
the overall solution.
This is why Legaltech CLM solutions are not Contract Lifecycle Management Solutions at
all. They solve one part of the Contract Lifecycle - the Promise.
As stated earlier, CLM should be a once-in-a-decade investment for your business. Please
make sure you select a CLM partner that can support your Legal team and the wider business.
This will ensure the promises secured within your contracts are delivered across the wider
business to support your company’s growth and prosperity.
NOTE: Many LegalTech CLM solutions have understood this fundamental flaw in
their approach and have reworked their messaging to support ‘the entire business’
at a superficial marketing level that isn’t reflected in their product offering.
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“ I worked in Telecom for over 7 years
overseeing vendors. Contract drafting and negotiations
were just a piece of the puzzle. There was also vendor
management, contract management, regulatory
compliance, and project management. Having a system
that encompasses all elements is so critical.
”
Flo Nicolas, Chief Growth and Community Officer, How To Contract
gatekeeperhq.com/contact
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PART THREE
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The first part of our Legal CLM Buyers Guide demonstrated the
detrimental consequences of LegalTech ‘CLM’ solutions that support
the Legal team but disempower the wider business in taking ownership
of key stages of the contract lifecycle.
The real impact of Legal owning all things phase) so they cannot, by definition,
‘contracts’ is they have an unrealistic qualify as solutions to manage the entire
workload, drown in low-value work and Contract Lifecycle.
suffer from a poor internal reputation.
LegalTech ‘CLM’ solutions are a
Meanwhile, the majority of value negotiated
misrepresentation that harms your
in the contracts goes unrealised and the
business and your Legal team.
business is exposed to unknown risks.
Finally, we will look at another crucial
In the second part of the guide, we looked
concept in the scope of Contract
at the misrepresentation of legal drafting
Management that is missing in LegalTech
and negotiation tools as CLM (Contract
solutions and needed more than ever
Lifecycle Management) solutions. Why
before in corporate history. This stems
LegalTech CLM solutions are not CLM
from the concept - ‘You don’t Contract
solutions at all stepped through each of the
with a Contract’.
key stages of a Contract Lifecycle including
the Promise Phase (up to the contract To step through this concept, let’s first
signature) and the Delivery Phase (up to take a step back and consider the unique
renewal or termination). challenges faced by all businesses today.
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Corporate Climate Change
We are living in an era of ‘corporate climate change’.
In fact, we are in the perfect storm:
DIGITAL TRANSFORMATION
Decentralising working,
massively accelerated by Covid.
SWEEPING LEGISLATION
Deep far-reaching regulatory
changes impacting all industries
EXPLOSION OF DATA
Exponential growth in systems,
data and the need for security
and reporting
These are three trends that all businesses face for the first time in corporate history:
Digital Transformation
There is a tsunami of change in the way all of us now work. The planned digital
transformation journeys companies had embarked upon were immediately and
vastly accelerated by Covid. The violent and concussive impact of Covid changed our
professional and personal lives in a profound and lasting way. We will never work the
old way again.
Sweeping Legislation
There is a seismic shock of regulatory change sweeping every industry on the planet.
Regulations such as GDPR, CCPA and Schrems II are more frequent, wider-reaching and
carry more severe penalties than ever before. Gone are the days of a slap on the wrist
from the regulator. Today’s fines are material and the implications of non-compliance
are ruinous. Not only are we responsible for our own adherence to these regulations, we
are also more and more responsible for the compliance of the complex web of suppliers
that support most businesses. The vast majority of businesses are simply not ready to
respond, let alone achieve compliance, leading to dire consequences.
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Explosion of Data
The exponential growth of data within organisations continues to present profound
problems and opportunities. In 2022 the amount of data created, captured, copied, and
consumed worldwide will have grown 50x since 2010. All companies face the challenge
of security and storage at a never-seen-before scale combined with the need to embrace
technologies that can extract actionable reports and insights.
We need to fundamentally change our approach in order to survive. History tells us that while
some may, others will not.
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Winners and losers
The unique challenge we face today represents a new chapter in the
history of commerce.
Companies through the ages have faced radical changes from the industrial revolution to the
advent of the internet. There have been winners and losers - and even the world’s biggest
brands have faced consequences for non-compliance.
Amazon was fined €746 million for GDPR breaches, with claims that the advertising system
isn’t based on free consent.
Google was fined €50 million by French regulators for a “lack of transparency, inadequate
information and lack of valid consent regarding ads personalisation.”
Even retailers face financial penalties, as H&M received a fine for over €35 million due to
monitoring several hundred employees.
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So how do we react?
The best companies understand that in addition to adopting
a ‘cloud-first’ strategy to deploy best-in-class solutions that
support their office, remote or hybrid teams, they also need to
harness their data as a corporate asset.
They recognise that the only defence against the tectonic shifts in the regulatory
landscape is to understand all risks the business faces directly and indirectly in a
data-driven approach.
The best companies understand that not only do contracts store much of the data,
they need to ensure compliance with regulatory changes - they understand that
contracts are in fact their number one corporate asset.
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Contracts | Your #1 Corporate Asset
A company’s contracts are the foundational layer of commerce and protect all company
assets and define all liabilities. In fact, I challenge you to find any area of business that has
value or represents a risk that is not defined in a legally binding contract.
The contractual foundation of your business defines:
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In reality, without a deep understanding of the agreements made with all customers,
vendors and third-parties, a company cannot even respond to a new regulation let alone
be compliant.
Contracts play a critical role in the Regulatory Eco-System as can been seen in the
diagram below:
Contracts can be very complex and define many promises between the parties,
but typically include:
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As we outlined at the beginning of this guide, locking this data within a document in a
LegalTech CLM prevents the empowerment of wider business to ensure compliance and drive
value. The proactive management of this data is vital to unlock the benefits of the contract
and minimise corporate risk.
However, contracts are only part of the Regulatory Eco-System as you don’t Contract
with a Contract. You Contract with a Vendor or Third-party.
The current regulatory landscape demands that you not only extract and proactively manage
your contract obligations but also ensure that your vendors or third-parties are themselves
compliant. In some industries, this also extends to your vendors’ subcontractors, also known
as ‘Fourth-Party oversight’.
As a company or operating group, you may have many contracts for the same or similar
service from multiple vendors. You may also have many products and services from the
same vendor. The contract you form is between two parties - your company and your vendor.
The vendor or third-party is part of your Regulatory Eco-System whether you like it or not.
The contract and vendor are two sides of the same regulatory coin.
“ sides
The contract and vendor are two
of the same regulatory coin. ”
Considering only one side of this coin leaves you partially blind and horribly exposed.
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The regulatory landscape dictates that you need to know that
your vendors and third-parties are compliant in all key areas:
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This regulatory landscape is ever-changing and dynamic
To add to the complexity, the Regulatory Eco-System changes hourly. As highlighted by Covid,
industries can be paralysed almost overnight. This materially changes the status of all current
vendors and third-parties and requires immediate action.
However, regulatory volatility is only one challenge. As the business continues to evolve and
grow there is an ever-growing demand for new products and services. This means more
contracts and new tranches of compliance and regulatory risk that needs to be managed with
the new vendor or third party.
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The fundamental regulatory flaw of LegalTech ‘CLM’
This is where LegalTech ‘CLM’ solutions fundamentally fail.
They are, by their nature, document- LegalTech ‘CLM’ solutions lock away a
centric solutions. They often have nothing company’s number one corporate asset
more than a simple record of a ‘company’ within the Legal team only. In doing so they
with some basic tagging information to leave the Legal team partially blind to the
represent this vital regulatory entity of a regulatory risks the business is facing. They
vendor/third-party. also paralyse all other departments within
the business that need to work in unison
There is little to no functionality to
with the Legal team to achieve compliance
support the workflows required to
in an ever more challenging
capture and record compliance during
regulatory landscape.
vendor onboarding or to schedule
regular automated reviews of critical You can’t lock away contracts in the Legal
regulatory data. team. You don’t Contract with a Contract.
LegalTech tools are built to support the In this perfect storm of corporate climate
generation and negotiation of a document. change, there will be winners and losers.
This approach logically appeals to a legal Those who take a unified approach and
audience as their scope of work is often those that continue to solve business-wide
focused on the contract itself and much challenges in a silo.
of their effort to protect the business is
Gatekeeper provides a unified contract
leveraging their high-trained drafting skills
and third-party management platform with
in minimising contractual risk.
unlimited users, live Risk and Credit Scores
However, as we have learnt, the days of and an onboarding and compliance portal
corporate risk being mitigated entirely to ensure input from every stakeholder
within the Legal team are long gone. to help manage contracts within your
It is simply no longer possible nor is it business, reducing the load on busy
reasonable or achievable to place this Legal teams.
responsibility on the Legal team.
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“ Gatekeeper helped us to automate a lot of processes
around contract management and now we can use the
time for something more interesting than endless email
exchanges. It’s also helping us to track and optimize
the workload of each lawyer - which I would say is,
personally, for me, the ultimate goal in every
”
Legal Ops process.
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If you’re ready to see how contract management
software can work for your entire business, get in
touch today:
www.gatekeeperhq.com/book-a-demo
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Free Buyers
Guide
Selecting a Contract
Management Solution
Buyer’s Guide
It’s vital to choose a contract
management solution that’s going to
work for your entire organisation, not
just one individual department.
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These questions have been compiled to highlight some of the
typical differences between contract management platforms and
are designed to help you select a solution that’s right for your
business.
They will also help your internal team prioritise what’s “need to have” vs “nice to have”
and ensure alignment prior to any buying decision.
1. How many users are included in my plan and what is the cost of increasing this number?
2. How many contracts are included in my plan and what is the cost of increasing
this number?
3. How often will the software be updated
with new products and features for our
team to use and will there be a charge?
$ $
Contract visibility
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Contract automation
7. Which of our processes can your software automate so we can reduce our
time-to-contract?
8. How can your automation tools help to reduce the workload on our legal team?
9. How will your software help us to centralise our agreements and processes?
!
Renewal Management
13. Does your software provide a defensible audit trail of contract actions taken by
all team members?
14. How does your software help us to monitor the compliance of our third-parties?
15. Will your system help contract owners to track obligation fulfilment?
16. Do you provide eSignature licences? If so, how many are included with our package?
17. Does your system support parallel and sequential approvals so teams can progress
contracts at the same time?
18. How can your system help us to optimise our current review and approval process?
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Contract Risk
19. Does your software allow teams to set and monitor a Red, Amber, Green status or
equivalent for contracts?
20. How does your software help teams to trigger risk mitigation processes?
21. Does your software include third-party risk profiling to help ensure contracts are only
signed with viable parties?
Information Security
System Integration
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This checklist has been put together
by Gatekeeper, a contract and vendor
management platform.
We’d love to support you during the final stages of your selection
journey and ensure your quotes deliver the best value for your
money and your business.