Main Uses in Modernizing Contract Management
- Retain proof of agreement: When communicating with vendors/buyers, retain verifiable and legal proof of a communication throughout the back-and-forth electronic email dialogue.
- Save money: Save cost of sending certified, return receipt, registered, Fed-Ex, or courier mail and save time by eliminating forms, stuffing, stamping, and mailbox sending. Save $5 to $40+ per notice. Most importantly, reduce litigation-associated costs when agreement terms are in dispute.
- Send notices and orders: Send early terminations, cancellation notices, purchase orders change orders, collections notices, shipment notices, and product dispute communications via the Registered Email™ service. Emphasizes to the recipient that the sender has proof of email acceptance. Reduces denial of email receipt.
- Increase responsiveness: Get faster response from supplier/buyer. Receiver is aware that the sender has proof of delivery.
- Ease execution of agreements: From print, sign, fax, and mail to simply a “reply” to the email or even a guided electronic signing process. Execute legally binding agreements and contracts electronically. Returns a tamper-detectable electronic record of the agreement and the negotiation process conducted by email.
- Confirm verbally discussed terms, orders, specifications, and changes, in an email electronic form. Returns legal proof of communication.
- Maintain records: Archive drafts of proposed contracts, maintain information under non-disclosure agreements and other agreements. Proves the content of a computerized document at point in time. Maintain electronic record of final and executed versions of agreements.
- Comply with contractual obligations: Send notices by Registered Email® messages and retain proof of notification, specified in contracts. Serve demand letters and emergency notices. Returns legal proof that notice was delivered to each intended recipient. Acceptable form of notice as defined by the courts.
- Circumvent ongoing challenges around what e-signature law applies in whatever jurisdiction.
- Speeds on-going changes to terms, specification, quantities, pricing, and timing through notices pursuant to the contract notice provisions.
- Permit business continuity — speed “terms of business agreement (TOBA)” when there is no agreement as to international jurisdiction of law, etc. such that the on-going conduct of business between the parties shall become the indication of acceptance of terms noted in the TOBA.
- Maintain durable, verifiable, jurisdiction independent evidence record: Protect against claims that recipient never received an email.
Contract lifecycle management has several parts, each needed either or all of email encryption and privacy, security, e-signatures, and proof of e-delivery:
- Pre-Contract Information, Credit, Operations & Applications Forms
In the beginning of a business relationship, often there are forms that need to be completed – some are more complex than others. Using RSign technology, one can simply pre-fill and set up complex the forms with rule that make it easy, guided and automated for recipients to complete, sign, and return; then post that form for download, or simply email the form to users.
- Contract Negotiation Correspondence
During the contract negotiation by contract specialists, there are often a number of “Rounds” where the contract draft is sent from Outlook or a contract management platform to the other party, and comments are returned. There can be several rounds. Should a contract dispute arise in the future, even though these drafts are not signed and are not binding, litigators would likely look to these drafts to provide further clarification as to the intent of certain clauses or the interpretation of certain terms. As such, it is important to retain records of the correspondence sent to the other party, and importantly, record the correspondence in the replies from the other party. The simplest way to accomplish this is to use the RPost Registered Email and Register Reply™ service. This service can be used from any CLM, CRM, ERP or standard email program (by clicking the added RPost “Send Registered” button and selecting the “Register Reply” service option).
- Contract E-Sign
After negotiation of the contract terms, a final contract often goes through a final review process for internal approvals, and then is prepared for signature by all parties. Moving this signature process to electronic can significantly reduce the cycle time of the signoff process which can have benefits depending on the type of contract. RPost offers two services designed to obtain legally valid recipient signatures on the contracts, returning a forensic record of the signoff event, time-stamps, associated content and attachments, IP addresses of the signing parties, with digital signature and other cryptographic authentication capabilities. RMail e-signature and RSign e-signature services make contract signoff easy, automated, and integrated.
- Legal and Contract Notices
Every contract signed has a notice provision. There are notices that are sent during the life of the contract, such as changes in terms, pricing, specifications, quantities, and timing; as well as notices of renewal, default, termination, among others. Typically, notices are not effective until received; and if the timing of notice is financially important, one should ensure that they send these legal contract notices using a method that will have a record of time and content received that is generated independent of recipient actions. Jeffer Mangels Butler & Mitchell LLP and IACCM have produced a document that serves as a useful guide, entitled, “Moving Legal and Contract Notices from Paper to Electronic Delivery: A Corporate Counsel Guide.” For contract notices, the time of receipt of the notice is often important. The legal time of receipt for email is well defined in the United States by the Uniform Electronic Transactions Act, (notice by email if receipt of the email content can be confirmed, with time of receipt being the uniform time the email enters the information processing system that the recipient has designated or uses for the purpose of receiving email); and in different countries based on the United Nations’ model law that has become the framework for many electronic transaction law definitions. A legal analysis later in this document
To accomplish court admissible and irrefutable proof of content and uniform time of receipt of a legal contract notice, one should send these using the RPost Registered Email® service. The simplest way to send a these notices by the Registered Email service from any CLM, CRM, ERP is by adding the .rpost.biz extension to the recipient email address. Alternatively, from standard email programs, one can install the RPost plug-in and then clicking the “Send Registered” button. This service provides the original sender with a Registered Receipt™ email record of delivery, content (including attachments) associated with the delivery and timestamp of sending and receipt. This Registered Receipt email can be authenticated at any time in the future and serves as an irrefutable and court admissible legal record of the correspondence. The recipient needs nothing on their end and does nothing different other than reply to the original email message using any standard email program.
When evaluating the risk of potential of claims of non-compliance with contract notice provisions, one considers three points, with that risk mitigated by use of the Registered Email service: (a) a claim of non-receipt of the notice entirely, (i.e. where the electronic message is sent from sender to recipient but the recipient denies having received it); (b) time of receipt is challenged, (i.e. where sender and recipient claim time of receipt is different, and the notice is time-dependent); and (c) electronic message content is challenged (i.e. sender and receiver dispute the validity or inclusion of certain content including attachment content).
- Recording Interim Amendments
After a contract is active, in addition to legal notices, there are often requirements to amend certain terms and record agreement to such amendments. There is also a desire to do so without going through the entire process of updating the complete agreement. Once a clause is agreed to be amended, one can affect this quickly by inserting in the body text of the email the original clause with the new superseding clause. By then sending this from the CLM system or from desktop email software such as Microsoft Outlook with the RMail add-in as a Registered Email or Register Reply email, the recipient need only reply and type “Agreed” to affect a legal electronic signature. The RPost Register Reply service cryptographically associates the indications of acceptance with the message content of the reply, and provides Registered Receipt verifiable record.
This receipt (and received reply email) can be loaded into the contract management system as an interim record until such time as the full contract is updated reflecting all of the interim amendments. The proof and authentication process provided by the Registered Receipt is discussed earlier in this document.
- Sender Signatures on Purchase Orders, Messages and Documents, Countersigning
There are situations where senders would like a simple and quick way to add their signature to email messages and attached documents. In these cases, leaving a bare image of one’s signature leaves one easily exposed to that signature being associated with other documents without the signer’s permission. RMail includes its Digital Seal® service with handwritten signature options to: (a) Time stamp the email and attached documents, (b) Provide non-repudiation as to the content of the email body and attached documents, (c) Sign the message body and all pages of associated documents (Word converts to PDF or PDF) as the sender, with hand scripted signature on the bottom of outbound email and attached PDF, (d) Sign as sender, with mouse-script handwritten signature optionally saved by RPost system, (e) Watermark all signatures with a timestamp, and (f) Digitally sign the attached document (if it is a PDF or is converted to PDF format by RPost), with a PKI digital signature for timestamp and content integrity authentication. Finally, there is a Registered Receipt email for the overall record of transmission with delivery, content proof, and timestamps of receipt, associated with the sender’s signature and documents. The proof and authentication process provided by the Registered Receipt is discussed earlier in this document.