The Building Blocks of Contract Management - Max Eubank

Made with speech-to-text software, so a few words may be off.

0:00Welcome to another episode of Contract Heroes, the show where our guests, and sometimes us, provide best practice recommendations on all things related to contract management. Hello, everyone, and welcome to another episode of Contract Heroes, where we're not the heroes, our guests are. Uh, today we've got a great one for you. Uh, Max Eubank from Workiva is going to be joining us. And, uh, before we kick off the podcast, I wanted to flip things over to Max, get a little bit more information on his background and, uh, how he got to where he is. So Max, thanks for joining us, and, uh, the floor is yours. Thanks, Marc. Um, happy to be here. Max Eubank, Deputy General Counsel at Workiva. And, uh, yeah, so a little bit about me.

1:01I started my career about 11, 12 years ago in private practice, doing anything from, um, criminal law to family law to some commercial law and, uh, pretty much anything I could get my hands on when I got an opportunity to, uh, start with a company, Web Filings, and, uh, that was originally the name of Workiva, and we were an LLC, very small company out of Ames, Iowa. I was the first attorney to begin there. Uh, predominantly just negotiated with our customers, coordinated contracts, was building sort of a contract management system, uh, that we could all sort of build from and work from internally to understand our rights and obligations. Uh, from there, you know, my responsibilities went in a lot of different directions. We grew very fast.

1:58Um, we, I say, I like to say a long time ago, just about every six months, Web Filings was a new company, uh, with, uh, hundreds of new employees and hundreds of new customers. So it was going very, very quickly. In about 2015, we changed our name to Workiva and then went public. Um, so yeah, I've been with Workiva, Web Filings for, I guess, almost 11 years now. And, uh, since the commercial negotiations, which is still part of my daily life, uh, we've sort of expanded into addition, additional obligations such as compliance management, um, any kind of risk management, assistance with, uh, insurance. We also have obligations around privacy these days. I'm sure everybody here and listening understands, uh, the, the rigor that is, is entailed there. Um, what else?

2:55Help with really kind of any kind of internal business partners and their legal matters, whether it be for labor and HR, whether it be, um, for intellectual property. And, uh, for that matter, you know, our team has grown quite a bit since I've been there, and we have other subject matter expertise that are handling intellectual property privacy. So my role today is still predominantly in the realm of commercial negotiation and, uh, managing a team of commercial negotiators and, uh, it's, it's gone into a direction of strategic partners, which is a little bit more complex and a little bit more custom to any given situation. So yeah, a lot of negotiating, a lot of reading, a lot of, um, internal hand-holding a- and, and external hand-holding. Pretty much, uh, a lot of hats as you would expect, uh, from an in-house counsel. Right. You get to see a lot of things and every- everything re- related to legal. But, uh, Max, we, we like to kick off, um, our interviews, uh, on why do you think the contracting process of every organization needs attention?

4:08Well, uh, a contract is kind of, it's how two parties gain alignment around their transaction. It's, they, they put on paper all the expectations, uh, anything with respect to you're doing this, we're doing that, we'll provide the service, you'll pay us, here's when you'll pay us. It's all the details around, uh, what both parties expect. Without it, you're going to have trouble and there's g- uh, understanding what the expectation was. So if you're not aligned, the relationship, the transaction can go awry quickly. People can just have misunderstandings. So with that piece of paper or document, electronic document that nobody likes to read, it does have a lot of important information that will guide the relationship from beginning to, in some cases, unfortunately, an end. But, uh, you know, I, I like to sort of counsel my internal stakeholders to say, "Yeah, we do have to have an un- a very uncomfortable conversation about how this relationship might end one day, because we would like it to go smoothly for everybody."

5:11Right. At least it has to. Um, I also like to kind of bring up the, uh, uh, the saying, you know, good fences make great neighbors, right? We, if you know where your property line is, you know, there's aren't, aren't gonna be any troubles later. Um, you know, so th- that's, that's the way I kind of look at it. Uh, another thing to kind of live by I, I think is, uh, ambiguity equals legal fees. Nobody wants to pay outside counsel. Right. Everybody wants to, you know, if, again, if it's an unfortunate situation, everybody would like it to go smoothly and everybody would like their roles defined, and that way you don't have to bring in a third party to help you solve it, and you can figure it out yourselves. Right. Right. Yeah. And, and I think, and Max, I, m- you know, it sounds like you, you were in a pretty unique situation, you know, being with the company for so long and, and being able to grow with the company. I mean, how, how have your, your actual contract management processes kind of evolved over, you know, the 11 years that you've been there? Well, uh, well, takes me back. Let's see.

6:12I mean, originally it was very rudimentary. You know, it's just kind of, uh, sharing, uh, you know, Word documents through email. That was basically it when I started. You know, I had a spreadsheet where I tracked customers, and I would sort of, uh, outline matrix of the terms within the given contract, and then I would just try to create sort of a structured data, uh, spreadsheet for, you know, however many customers we had. And that eventually was just, you know, not scalable, so we moved over to a project management suite, Atlassian. Uh, we've been using that to basically, similar to how an IT team might take a support request, they'd create a ticket. Anything related to that ticket gets attached to it, including documents, screenshots, uh, you know, conversations, approvals, et cetera. So we've been using that for a long time. That's actually still in place. But we've, uh, also incorporated, uh, you know, our CRM Salesforce so we can generate documents and it include plugins, so we can, uh, I guess, customize those documents based on structured data and allow other teams to assist in their portion of the process by modifying dates or numbers and that sort of thing.

7:32So it's come a very long way, uh, from, I guess that kind of speaks to the beginning and through the negotiation of the contract. After that, you know, we do have, uh, some processes within Salesforce where we manage the data of the terms and conditions of the contract, and we also have a couple of other apps where we manage that data such as, uh, LinkSquares and, uh, where, which is an OCR, um, which has helped a lot for historical contracts, which- Mm-hmm... were a lot more, uh, I guess in the latter part of the last 10 years or, uh, the former part of the last 10 years rather, um, were PDFs scanned, you know. So the OCR really helped with that and sort of getting a lot of that data more manageable, more accessible. Um, so trying to think what else we might use. You know what I mean? Then just repository systems are pretty simple and basic, so, um, but yeah, there's a fair amount of process involved in it, and it's gone from literally emailing back and forth and just keeping it on hard drives or maybe a shared drive, um, to, you know, integrating CRMs and OCRs and, and all- Mm-hmm...

8:41those words. Yeah. No, it's, it's, um, you know, it's interesting to kinda hear that story. A lot of the folks that we work with are, are still at that beginning stage, right, and, and trying to find solutions out there to, to, to help them with these processes. So it's, it's, um, it's refreshing to hear from somebody who's kind of gone through the process and, and, uh, to hear that, you know, things actually do work out in the end, you know, with, with a combination of solutions or, you know, like LinkSquares or other CLM tools that are out there. So, uh, no, that's, that's great to hear. Um, and you know, I mean, as you're going through this process, y- you know, have, obviously you've brought on more individuals to handle different portions of, of these, um, negotiations and, and generating the contracts. Um, uh, uh, do you think it's important to have folks kind of, um, take, take control of different parts of the life cycles of, of these contracts to push them over the finish line sooner than later? That's a good question, and it's something that I think probably most organizations struggle with because they're...

9:41I, I mean, if you're a small company and you're growing, you know, there's a lot of people wearing a lot of different hats. And for me, specifically, when I was the only attorney, I was negotiating the entire contract, right? And now, you know, when I step back from it, you know, 11 years later, you know, you look at it and I can, I can pinpoint, you know, who owns what in the contract in terms of internal subject matter experts and- Mm-hmm... you know, approval stakeholders, et cetera. So, uh, but yeah, as you grow and as you kind of are running quickly as a startup, for example, like you're gonna negotiate everything. You're gonna know every aspect of the contract. You're gonna interface with a lot of different areas of the organization, uh, or, or at least you can. I mean, maybe some people start it very structured from the beginning, but I, I just, I guess I think that that's probably fewer, uh, fewer than most. But, um, and so yeah. I mean, moving to a system where more people own different pieces of the agreement is a lot more efficient in that you can do a lot more volume, right?

10:43You can foc- I can focus on my legal things that I, that I'm o- o- that I know I own compared to like a business decision where I might have a good argument and I might be able to negotiate with our counterparty around any given business term, but I don't own the decision and I can't make that decision. So having the person who can available, either making edits or negotiating directly, is a lot more efficient for the company because, you know, the same piece of every contract isn't, isn't marked up every time, right? So some companies will mark up the commercial terms. Some companies will mark up the legal terms. Some mark up both, right? Right. So getting it to the right person faster, you know, again, makes the, the, the process a lot faster.

11:30So, uh, that's, I think being able to bring in subject matter experts to handle the security addendum or the commercial order and negotiate those points really, really makes a team go mu- much more efficient, and you can, you can close deals a lot quicker. Right. And you also said, Max, that at the beginning you used to have a spreadsheet with some of the information of their contracts. And what I wanted to ask you is that which kind of data do you think it's, uh, it's important to keep an eye to monitor efficiency even either by KPIs or any other information? What do you think it's important to keep an eye on your contracts so, uh, everybody can know, uh, is if they're working efficiently? Oh yeah, I'll, I'll answer your question a- as like most lawyers would. It really depends on what you're trying to do, right? Right. So if you, um...

12:25I could monitor all of the liability in a contract, I could monitor the assignment clauses, I could monitor, you know, all of the, the legal aspects that I need to. It just depends on, like, what are, what do you need to know the most about your agreements, right? I, I could... When I started my spreadsheet, to, to your question around, uh, how that sort of started and what I was tracking, I tracked almost everything 'cause I didn't know at the time what we would need, right? Right. And so over time, I started to build this, "Okay, well, I've gotten asked, you know, 10 times this week about this item and, and nobody ever asked me about this." And so you kind of evolve over time around, you know, the kind of data that you need to track and, and capture. Now, to be clear, sometimes you can decide, "Oh, well, we don't need that." And maybe you just don't need it today, but you might need it tomorrow, right? And so it, it's a, it's a, it's a balance. You have to kind of figure out and try to think to the future what you might need.

13:22So for example, when we were starting, like, an assignment clause was not that big of a deal 'cause nobody's gonna come in likely at that point. Uh, nobody knew who we were, so, like, we're not gonna be acquired anytime soon to where we need to understand all the consents we might need to get from a customer in order to assign our contracts to, you know, a buyer, right? So, uh, but over time, you know, as you become more relevant and bigger and known in the marketplace, maybe you need to start tracking that. So it really just kind of depends on where you are in your life cycle, you know, what, what you're selling. You know, if you need to understand service levels because, you know, maybe, uh, you know, your customers, it's, it's a critical system that customers need, and if it's down for an hour, like, that's a big problem compared to something else where if it's down for an hour, it's no big deal. Like, nothing's, um, breaking, you know? So it just depends on what you're trying to track, and for me, it was pretty much everything from the beginning. We sort of whittled away at it as we went.

14:22Um, and then as new things come up in our business, we started to add them, and then you have to go to the historicals and bring those in. That's why OCR is so important. Um, so yeah, I guess, um, yeah, it could be anything really. It just depends. Like, I guess in terms of liability would be a natural thing I would think most people wanna track if you're a lawyer, right? Um, then I would say maybe you don't really care if it, if there's not a ton of risk involved with your, with what you're providing, right? May- maybe it's not that important. Maybe it's more important to understand assignment. Maybe it's more important to understand, you know, price increases or- Right... uh, something like that. So it just depends. Right. And so what do you think are, like, the biggest bottlenecks within the contract management process in your experience within your 11 years in the, the company, and where do you think a technology such as CLM can be more useful? Uh, the biggest bottlenecks I would say are gaining a consensus across all subject matter experts and with, like in, like in a sales, like if I'm working, if we're selling to client, um, getting sales alignment and understanding across all those subject matter experts because there's, you know, there can be sort of internal discussions where people just don't understand why we can't close this customer because they won't move on point X, right?

15:47Okay. And so building that consensus makes, you know, it smooths out those bottlenecks and allows the team, the collective team, to create a strategy around that situation that you can continue to go back to when you meet it again. Um, so I, I think that's, that's very important, uh, aspect of it. And Max, do you think, you know, obviously, I think that that's a constant one, right? No matter where you are, with, with what types of, of solutions you're using and what that workflow looks like, I think that's always something that's, uh, going to, to, to be an issue that you have to figure out and have to work together to, to push through. Um, ha- have there been any other, um, you know, maybe let's say when you first started compared to, you know, the middle of your, your time there a- and then at the end, I mean, anything that that's changed that, that maybe was an issue but now isn't? Um- Or wasn't an issue that now is. Well, y- y- yeah. I mean, certainly you have different priorities throughout the life cycle of your company, right?

16:48I mean, if, again, like a- at the very beginning, you're a startup, you're going fast, you know? You're gonna concede on a lot of things. You're gonna agree to, uh, difficult... Well, I mean, and this is, this is my experience, right? Right. Like, a lot of different companies may have different experiences and may have different approaches to it. It all depends on leadership. It all depends on, uh, you know, your risk tolerance. Depends, you know, on, you know, really what, uh, everybody's expecting to get out of the transaction and it, and, and everybody's confidence in their products and services for that matter because if, if, like, for us, you know, we, we hold a lot of very sensitive information of our customers. It's, it's predominantly pre-release, so if it gets out, there's, there could be a lot of problems for our customer and for our, us and our reputation. And so, uh, confidentiality and security are huge things for us, right? Privacy now. Those are all very, very big things, and so naturally with that comes, you know, the negotiation around liability.

17:47And when you're, uh, you know, younger in your life cycle, you may be more willing to take on liability than you are when you've got more to lose and when you've got shareholders. So it's, uh, you just kinda have to change approach based on where you are in your company life cycle. Uh, you know, another thing you might look at, when we were, you know, a younger company, we may be more willing to give you favorable pricing terms, you know, because you're a big name or because, you know, we're trying to build our, our roster or whatever. And now w- we may have more of a structured way that we approach that in terms of- No, like, there's no way we're ever gonna go to that number again because now we have, like, a you can only go to one, two, or three, right? And so, like, for your annual price cap is gonna be, um, it's gonna go away after a few airs- years, whereas, you know, previously we might have agreed to, like, a perpetual one or something along those lines. So it just depends where you are, what your leadership's goals are, um, and your risk tolerances, you know, for, for those that direct you and, and that sort of... And what your company's looking for at the time. Mm-hmm.

18:56Yeah, yeah. I mean, yeah, your, obviously your objectives are gonna go along with whatever, kind of, the company's objectives are. So, you know, you need to be flexible in, in understanding, you know, of, of, I guess, on the same page as everybody el- else in each of the departments to, to really understand that. Um, so Max, I guess, you know, our, our, our next question. I, I'd like to, you know, learn more about, you know, um, how the, how long the team's been using LinkSquares. Um, you know, it's, it's a solution that we're very familiar with. We actually just had, um, one of the, uh, the folks from the C-suite on, um, a couple weeks back to, to chat. Um, so I mean, how has, you know, the, the ability to have those OCR documents, the legacy information in there, um, how, how has that kind of changed the way that, that the legal team operates? Um, it's helped quite a bit. It's only been a couple years, so we're still- Mm-hmm... uh, sort of a new adopter. We, we just kind of brought it in within the last couple years. It's helped a lot in terms of being able to report on how many companies have X term or, you know, um, if you need to just search.

19:58It, it's very nice because, like, previously in our older PDF scanned documents, like, it was just like you had to go and read the whole thing. Um, or you would try to OCR it in your, you know, PDF, um, modifier. So it, it just depends on, uh, what you're looking for and what, uh, what you're trying to get to, but I'd say it's helped quite a bit, I mean, i- in terms of just being able to sift through information, create reports. Um, you know, like anything, there's some things that, uh, we wish were a bit better, but I think by and large it's been a help. Yeah. There we go. Well, if anybody was interested in learning more about LinkSquares, you can check out our episode with Tim. Uh, Tim's the chief legal officer over at LinkSquares. Yeah, right. Right. So, hey, Max, so I mean, really, really appreciate you coming on and, and spending some time with us. It's been super interesting to hear, you know, about the, your, your growth at Workiva and, and how you've grown with the organization, you know, over the past 11 years, and the different phases that they've gone through.

20:56Um, so usually we, we like to wrap up with, you know, a final question and that's, you know, let's say we had a, um, you're at the beginning stages, right? And, and you were doing things a little bit more manually. I mean, what, what advice would you give to your previous self if you could kind of do it all over again? Uh, there's a lot. I would, I don't know. I, uh, what would I do differently? I think I would, I think I would engage, um, with, with leadership. Uh, I don't know that it would change much because again, like, we were a startup and we were moving fast, you know? And I, I always think of the old, what was the old Facebook motto is, like, move fast and break things. Like, I think that that was kind of what they went by. Uh, and you know, it was this basically, like, innovate and innovate and innovate, and that was kind of what they were doing. We were just like, "Just bring 'em in. We gotta, we gotta sell, sell, sell, and we gotta bring in customers," right?

21:46And so I would probably have structured some of our approaches to strategic to decisions a little bit different, and I would have gotten more buy-in from leadership, uh, in terms of here is an appropriate approach versus this, and I think we m- you know, maybe we're thinking about this a little wrong. Um, just to kind of get us on a trajectory that would allow us to go forward as opposed to look backwards, uh, on a regular basis. Because you kind of, now we're in a mode, or most companies are probably in a mode once they've gone public and they're relevant and they're no longer a startup and they're no longer trying to, to fight out of becoming or, uh, make their way out of being a startup. And, you know, it, when you're in that situation, you kind of, you have to go back and address the things that you previously did. And so that takes a lot of time and energy to go back and, and fix stuff. Like, I don't know, it's maybe think of, like, building a house.

22:45If you, like, do shoddy, you know, workmanship on the, uh, the structure of it, and then you build it all out and it's really nice on the outside, but like, you know, 10 years later you gotta go back and you gotta fix the insides. You know, that's, that takes a lot of time and effort and money, um, you know, and, and consternation for that matter. And so trying to avoid that is probably what I would have, um, I would have given myself the keys to try and avoid those situations. And, you know, I probably would know, uh, exactly the data we're after, you know, to go to another portion of this conversation to say, like, "Listen, you're gonna want this in seven years, so track it now," right? Mm-hmm. And so that probably would be one thing. Um, you know, I pro- I would know, you know, a little bit more about, like, the right people to, to bring on to the team. Um, you know, not that we've had, you know, bad people over the years, but, like, I, I mean, I've just become a better manager over the years, so I, I feel like I can, um, contribute in that way a lot stronger now than I could when I started kind of thing.

23:49Uh, I mean, I don't know. The list could probably go on. I, uh, I'd probably tell myself to, you know, eat better and exercise. Right. Pretty much, you know, whatever. Whatever comes to mind. All right, Max, so it was great having you in the show, and thanks a lot for your time and recommendations. And if somebody would like to connect with you, where can they find you? Uh, they can reach out to me at max.ubank@workiva.com. Um, you can also find me on LinkedIn. Maximilian Eubank is just the longer version of Max. Uh, and yeah, those are two pretty good ways to get a hold of me. Awesome. Awesome. All right. Well, thanks Max. We, uh, we really appreciate you coming on to chat. And, uh, guys, if, if you've made it this far, this is something we've never done before, but if you, uh, if you, you like the episodes, make sure to, uh, subscribe. Uh, it's something we haven't asked for before, but, uh, we're doing it now, so, uh, please go ahead and do that and, and, uh, share it with, uh, other folks in the legal industry. Thanks. Thanks. Thank you.