Thinking Big With Contract Intelligence
For any General Counsel, building a legal department while understanding past contractual commitments can be a daunting task. This gets even more complicated when you have to do all of this at Iowa’s largest healthcare facilities provider during the throws of a global pandemic. In this on-demand webinar, Abhay Nadipuram, VP & General Counsel at Care Initiatives and Memme Onwudiwe, Executive Vice President at Evisort, discuss how to:
Memme Onwudiwe (00:00:00):
Okay. Awesome. Well, it looks like we're beginning to have folks trickle in. Thank you so much. Super excited for today's session. And Abhay, I see you've got a gavel behind you. Is there a story behind that? Is that a graduation gift? How'd that come to be?
Abhay Nadipuram (00:00:26):
So, I was the president of the Young Lawyers Division of the Iowa State Bar Association-
Memme Onwudiwe (00:00:34):
Abhay Nadipuram (00:00:34):
... not 2020... in 2019 and 2020. So, we passed the gavel. So that's what I [inaudible 00:00:46] when I became YLD president. So that's the story behind that, and then some other awards I received here and there. But yeah, it was a great experience. The Iowa State Bar Association has roughly 8,000 members, and about a fourth of them are considered young lawyers, so to be a young lawyer in the association, you're either 10 years out of law school or the age of 35, whatever comes later. So it's a great group. We're doing a lot of good work related to diversity, equity, and inclusion. Our sort of mantra is to provide as many tangible tools as possible to young lawyers so they could succeed, so, really, really proud of this and some of the work that the organization's doing.
Memme Onwudiwe (00:01:38):
No, that's awesome. That's awesome. And for the folks trickling in, we're starting a couple minutes past the top of the hour, just having some small talk in the meantime. You said they passed the gavel. Does that mean you need to give it to the next president? Is that [inaudible 00:01:52]?
Abhay Nadipuram (00:01:52):
Oh, yeah, that's a good point, actually. No, every bar... Every YLD president gets one of... We get to keep our gavel. But it is kind of cool, because you can actually take it off the [inaudible 00:02:03]. If I ever feel like I need to show anyone who' boss, I have a gavel. But, unfortunately, I do not pretend to have, nor do I have the power of a judge. I know plenty of judges, though. Iowa judges are great. Pre-COVID times, we'd see them a lot. But I've been fortunate enough, my first mentor, not my first mentor, but my first mentor at my last law firm became a judge, and you get to know, especially as a litigator, you get to know the judges pretty well.
Memme Onwudiwe (00:02:38):
Nice. Nice. And then for folks trickling in, we're going to start just a little bit past the top of the hour, just make a little bit of small talk now. If you're in early, get to know a little bit more about Abhay before we dive in. I guess one small question as we're waiting and getting more and more folks jumping in, you were talking about your mentor was a judge. You were doing litigation. Obviously, now, you're general counsel. That's more on the corporate side. Was that transition difficult at all, taking that litigation background, kind of doing a more general practice, or what's that look like for you?
Abhay Nadipuram (00:03:20):
Yeah, and this is something I've talked to other general counsel about. I mean, I think that as a GC, there are, when you come to the job, things that you're really, really comfortable with, and then there are things that you're not as comfortable with. So, coming into this role, being able to manage litigation and manage outside counsel, I felt like that was something I was relatively comfortable with, maybe compared to, for example, employment law. I did do a ton of employment when I was in private practice. We do some collections work, obviously having to collect on bills. I didn't do a ton of collections work. And then, some of the real nitty-gritty regulatory matters related to health law and long-term care specifically. So, I would say of the things that I was most comfortable with is definitely managing our litigation.
Memme Onwudiwe (00:04:10):
No, that makes sense. That makes sense. You're more comfortable in it, but you've got to pick up the other skills via jack of all trades.
Abhay Nadipuram (00:04:19):
Right. You got to be a generalist.
Memme Onwudiwe (00:04:22):
That's cool. And for folks, I'm seeing lots of folks coming in, we are going to start just a couple minutes past the top of the hour, let everyone jump in. This is something I've been meaning to ask you, and we're just making small talk in the meantime folks, but you can learn a little bit more about Abhay. Abhay, a cool thing about Care Initiatives is that you guys have 40 locations. Obviously, since you've joined, there's been circumstances limiting travel. How many Care Initiatives locations have you been able to visit?
Abhay Nadipuram (00:04:55):
Yeah, good question. And I'm trying to make my rounds. I think I've been to about five or six so far. I think I'll be at least three or four more next month. But one thing about being part of this senior management team, which was awesome, is the fact that our CEO, Mike Beal, he grew up in this industry. He started as an administrator at a facility and worked all his way up through a couple different companies, eventually becoming a president of a nursing facilities division at Kindred, and then the CEO of a billion-dollar company in Texas.
And so, one thing he really wants everyone to do, including senior management, is get in the facilities, visit them, walk through them, get to know our colleagues there, ask them questions, understand what their needs are. And so, that is a priority and something that we're all encouraged to do, not just the clinical folks or the people who are really in charge of the day-to-day, like the operations team, but also our CFO, our compliance person, the general counsel, the lawyer, the HR person, of course. And so, that's definitely a priority for us this year, I think. We're obviously trying to be as careful as possible, and we're all vaccinated, which I think is vital, and it's a way to also lead by example. But we all go in. We get screened and wear our PPE. And so, we've been able to go into the buildings, and that's definitely something that's important to us so that we understand what the needs of wants are of our colleagues out in the field.
Memme Onwudiwe (00:06:38):
Awesome, no, that's excellent. And for folks hopping in, you're not too late. We're actually just having a little bit of small talk before we kick off the session. We're just going to give it probably one more minute, let some more folks join us for the webinar, and then we'll dive in. I'm really excited for today's session. It's really, really lucky to have Abhay with us to kind of dive into his experience. It's a really unique one from a legal perspective, but even just from a professional perspective, obviously, when doing things and things been happening that were globally unprecedented in the last year that really ties into his story and makes it one that is more than worth telling. And so, really appreciate everyone that's been able to join us and hop on. Excellent.
It looks like we're rounding out past the three-minute mark. I think it's okay for us to actually go ahead and get started. Hello everyone, my name's Memme Onwudiwe. I'm part of the founding team and executive vice president at Evisort. And today, really excited to have this webinar with Abhay Nadipuram, the VP and General Counsel of Care Initiatives. Thank you so much for joining us today, Abhay.
Abhay Nadipuram (00:07:58):
Yeah, of course, Memme. It's a pleasure to be here. Thanks for having me.
Memme Onwudiwe (00:08:01):
Awesome. And for the folks on the line, this is going to be a really great conversation. If you guys don't know Abhay's story, not only is he the first general counsel in Care Initiative's 30-plus-year history, this is actually his first role as a general counsel, and he had to do and basically build out and start during a global pandemic, which we all dealt with. But of course, Care Initiatives is a long-term healthcare facility company, right, with more than 40 locations of hospices and long-term healthcare facilities in Iowa. And so, it's a particular challenge for that onboarding.
This will be a really interactive session. I will be doing polls. You are more than welcome, we actually very much want you guys and gals to ask questions in the QA section at the bottom. And just to get us started, and for us to get to know who we've got on the line, as well, I will launch our first poll, just to see, who is everyone? Who do we have on the line today? Do we have general counsels? Do we have folks in legal operations? Do we have contract managers, paralegals, others? There's a good amount of folks, and it looks like... Having some results come in, it looks like we're about half, not half-and-half, about 30% general counsel, 30% lawyer, attorney, with a sizeable amount of contract managers and legal operations professionals, as well. And I can tell you that for the content that we have ready for you guys, that is a great mix of folks. Excellent.
Well, thank you so much for that info. That's definitely going to help guide our content. Looks like, just to round it out, we ended up with about 35% general counsel being the highest one. Abhay, to kick us off, would love for you to just talk about your experience being a first-time general counsel at Care Initiatives. Obviously, they had 30 years of history before they hired their first lawyer. What was it like building out a department from scratch, and for the other GCs on the line, just advice and lessons learned?
Abhay Nadipuram (00:10:21):
Yeah. Well, again, thanks for being here Memme, and thanks to all of our attendees, and, of course, Evisort for organizing this. It's a pleasure to be here. Joining during a global pandemic obviously came with some pretty immediate challenges and needs from a legal perspective. My first priority was getting up to speed and sort of understanding the landscape, seeing what our legal exposure was and our risk exposure was, and really spending a lot of time listening to my colleagues here so that I had an idea of what we needed to do in the immediate future, and then what we needed to be prepared for looking forward.
I was really fortunate that I was recruited here and falling under the leadership of a really experienced CEO and COO and CFO, frankly, all three of whom have 25 to 30 years of experience in the industry. Our CEO is actually relatively new to the company, too. He joined last year, and one of the first things he realized he needed was in-house counsel, needed a general counsel, something he was used to at every company that he was at prior to coming to Care Initiatives.
And when I started, I was fortunate enough that he understood exactly what the priorities kind of were. He just needed somebody to execute. So, for example, we didn't have a lawyer here managing legal spend. There's a group of people from risk management and finance who were doing that, but there's something different about having a lawyer managing other lawyers, versus those who maybe didn't grow up in the legal industry or work at a law firm, for example. So, that was one of the priorities.
Another priority was making sure that we had a way to manage our contracts, as we've discussed, and why we're here today, because we didn't have any sort of contract management platform. We didn't even have a system for how contracts were reviewed. We didn't know who was signing contracts or who had the authority to sign contracts. And so that was a priority, as well. We didn't really have a system in place or a review process for policies and procedures either. And what I'm learning is these are all things that even legal departments who've been around a while, that have been around a while, I think, struggle with that as well. And so, when I came on board, there were some clear priorities from the get-go, which was really helpful, and I was fortunate for that, because it was kind of immediate guidance, and then it was my job to take those priorities and execute.
And so, the first thing we did was we put into place, at least from litigation management side, we put into place litigation management guidelines. We got on the phone with our TPA. We said, "Hey, here are the expectations," or, "the new expectations. This is what we're going to do. This is how we're going to handle these things. Here's the panel that I want to use. We need to diversify our panel," because the panel wasn't that diverse. It was one attorney basically doing all of the company's legal work. And from a risk perspective, that was problematic, because what if something happened to that attorney at some point in time? And the fact that we didn't really have any way to judge rates and have competitive rates in that respect.
Another thing that we did too is we pretty much immediately started a process to onboard a contract management platform. So we used our project manager here, and we used kind of a team approach. So we had the CFO, our chief compliance officer, who's also a lawyer, and then, sort of, one of my partners in crime here. We had IT and finance all represented on these calls with vendors like Evisort to make sure that all of our bases were covered. So, that was something we pretty much started right away so we could pick a platform and go with it.
I didn't necessarily take the responsibility of leading our effort to obtain a policy and procedure platform, but our operations team did that, and our COO, who started a little bit after I did, has led that effort. But that's, of course, been a team approach, as well.
So, we were able to knock those out right away. Another thing I had to do was build out somewhat of a team, right? I couldn't do all this on my own. All of our records management was being done by outside counsel, so if there was a medical records request or employment records request or anything, we shipped it out.
So, one of the first things I was empowered to do, thankfully, was to hire a paralegal. And so, Sherry was my first hire, our paralegal, who's awesome. She's got 20-plus-years in litigation, and so she handles all of our records management. She helps me manage our litigation. She helps with investigations right alongside risk management.
And then, just recently, we hired a legal and regulatory assistant named Cole, and Cole is actually managing Evisort sort for us, in addition to helping with some regulatory issues like managing our licenses. If there are any regulatory actions, he helps process those and help maintain those. He's going to help compliance out, eventually, as well. So having that, building out that team, and doing that in about seven or eight months, however long it's been, I started in November, those are our main priorities, and that's really what we've done and what we've been working on.
Memme Onwudiwe (00:15:53):
No, that is excellent. And I know that that's been a lot of work, especially doing that from the ground up and when you're starting with that. Looking back, it's like, "Well, just 1, 2, 3, 4, 5," right? But as it's going, you'll know as those things are coming up.
Do have a quick poll for the group, just to see if other folks were in a similar situation to you there. I do want to dig in on how to build a team to scale and diving into some more of that. But I guess my question for everyone on the line as well is, were you a part of kind of the first three members of your legal team when you were hired?" And it's looking like a firm 50-50 right now, very interesting. Though, I guess a topic like this might attract folks of this kin. But yeah, it looks like a lot of folks were part of the first... It's more than 50 now, 56%. It's [inaudible 00:16:48] part of the first three members of the legal team when they are hired.
And what blows my mind about that is, joining a legal team at any point is kind of crazy, because it's almost understood by other business units that you understand everything in those contracts, even though you know don't. But at least if you get there and other people are there, other people have that understanding that you can kind of lean from, right?
But when you're the first legal resource in a 30-year history of a company, I guess Abhay, my question for you, and I'm sure a lot of people's here question is, where do you start? It seems like you were the CEO that really kind of was able to dive into and help guide. But are there any things, any tips that you'd give to other folks in a similar situation of just like, "Hey..." Obviously, you did it in the craziest circumstances, too. Not everyone's going to be in a pandemic and at a long-term healthcare facility, but just something that if you could go back and tell yourself that could be helpful to the 50% of folks on the line who are in a similar situation.
Abhay Nadipuram (00:17:52):
Yeah, well, first and foremost, and this is kind of a rule of not just a legal environment, but any sort of work environment, is understanding workplace politics is important. And politics now, most of the time, have a negative connotation. But what I really mean is understanding your coworkers and who wants to be involved in something like this and who should be involved.
And so one thing that I was really proud of with regard to at least picking our contract management platform, and really something we do day to day on almost every issue is, we worked as a team. So, our project manager was great, and, like I said, we integrated every kind of relevant department possible. We debriefed after every single presentation from a vendor, potential vendor, and we put together pros and cons. And when it came to pricing and things like that, we talked about how much we're willing to spend, and people felt like they had an open environment to share some of their thoughts and their concerns with our vendor. You need that. At the end of the day, because this is kind of a big expense, you want to make sure that everybody has a voice that needs to have a voice and everybody had a way to share their opinions, because the last thing we wanted was to buy a product that even a fraction of that group just said, "To hell with it, I'm not even going to use that, because I don't like it."
And so, I really trusted my colleagues to provide that feedback. I really trusted our project manager to keep us on the ball. So, I would really suggest to those of you who are looking for that, if there's somebody in your institution, whether it's with your legal department or outside your legal department, someone who can kind of keep you going. Our project manager Tammy really kept us on the ball. Otherwise, I don't know how we would've been able to get to where we are today.
And then, and this is something, Memme, I think I told one of your other prospective clients that I talked to. Evisort is a great product. It's easy to use. But you really do need... If you're the only attorney, or if your lawyer resources are limited, you really need somebody else to be able to manage it so you can use it optimally. And so, what I really appreciate now is where we are. So as I told you, our legal and regulatory assistant, he's the one that handles our contract management in the sense that I review our contracts, our chief compliance officer reviews, but for me being able to just shoot him a final version and say, "Hey, send this through DocuSign and get this uploaded to Evisort," that helps a lot. And the only reason why I think we've been successful so far is because we've had somebody quarterback the process throughout the way. And so, that's been great.
And not only that, but Cole's also in charge of going to all of our facility locations virtually and grabbing all the contracts, meeting with every single administrator, asking them where their contracts are, meeting with all of our department heads here, asking them where their contracts are and getting them uploaded via Box. And to Susan's point, yeah, the great thing about it is Evisort uses box.com, and so, we're able to just drag and drop files into that, and there's a two-way sync. And so, we've been able to get our contracts uploaded that well. So I say, use a team approach, find somebody who can quarterback Evisort once you have it, or even before you have it, and that way, you can utilize all its functionalities.
Memme Onwudiwe (00:21:20):
No, that's a great point. And Susan's question was, "Does Evisort have a contract request intake form and process?" It's really interesting, right? We actually have a full pre-signature platform, that, Abhay, actually, you're not using now.
Abhay Nadipuram (00:21:37):
Memme Onwudiwe (00:21:39):
But you could be fooled, because anytime you upload the contract to Evisort, and I think by the way you guys have it set up is you, just put into Box and it shows up in Evisort. The beauty of it is, you're getting 60 data points, right, every assignment clause, every termination date, every expiration date. It's almost as if you've had a paralegal go through and copy/paste every key clause and every key data point. And so you could be mistaken that there was a very deep intake process, because typically, you can't get that kind of information unless someone is spending a lot of time typing it all in.
Abhay Nadipuram (00:22:14):
Memme Onwudiwe (00:22:15):
Yeah. And actually, that actually gets me to what really excites me about your team's leveraging of Evisort, because something I saw was, you guys were a company for 30 years. You guys were keeping your contracts spread across these 40 locations. No one's really keeping track of data points. It's not that every time one comes in, you're keeping track of the expiration and who's this with or all of that. But within that kind of 30-day onboarding with Cole going virtually to these locations and saying, "Hey, I know you're dealing with COVID. I don't want to ask all these nurses to spend all this time entering data when they should be on the front lines. All you need to do is upload this document here, and you're going to get the value of all of that data."
I would [inaudible 00:23:03] want to just talk about your thoughts and experience. I know you've gone through contract management processes before, and people hate contract management, because it's usually terrible. Usually, lose data. You don't gain data as you're going through a transition, which is unheard of. So I'd really want to hear about that experience, because that's about as difficult as it can get. If you're at 40 locations, people already don't want to type in that information and do that extra work, let alone if they're doing very important work. And so, what was that process like, and when it comes to centralizing and getting the information out of your documents, could you tell folks your experience with that? Because I think you did it in a way a lot of people haven't.
Abhay Nadipuram (00:23:46):
Yeah, and I should say, before Cole got here, I mean, Sherry, my paralegal was really the one who kicked it off. And so, she was actually the one sending out the box.com links to every administrator at each facility. And an administrator at a nursing home is sort of the boss of the nursing home, the mini kind of CEO. And so, we were asking them to find all their contracts, scan them, and send them out. So what Sherry did was, what we did, was we held Webexes with them. We worked with our regional staff to help also quarterback the process, but basically held webinars, first a webinar to say, "Here's what you do. You collect your contracts. And then here's how you do. You scan them."
And then what Sherry did was really follow up with each of those facilities, making sure that they got done. And then when Cole got on board, his job was to follow up again to make sure they got done. Our administrators right now are still in... We're still in the middle of a pandemic. Their number one job is to make sure that our residents and patients get the care that they need. So, at the same time, though, we needed to stress to them that this is important, because there's never going to be a good time to do this, and the first year of this might be painful, right? We have to collect everything, teach you how to use the platform, answer all your questions. But once we get there, once we get past maybe year one, maybe even year two, or whatever year, year and a half, this is going to be a really valuable tool.
And so, it was kind of a several-step process. First step was telling them what Evisort sort was, showing them the product, letting them know why we invested in it, then showing them how to scan the documents, we did this all virtually, and then making sure we followed up with them. And we really used our regional staff to put some pressure on them to say, "Hey, the sooner you get this done, the less of a pain we'll be. So, we'll stop bothering you."
And so, Sherry did a really good job initially, and then when Cole came on board, his job was to really follow up on the facilities that hadn't done it yet, the corporate departments that hadn't done it yet, because obviously, it just got deprioritized over time with everything going on in our facilities with regard to the pandemic. So, that's how we did it. I felt like it was a pretty smooth approach.
Of course, Omar on the Evisort team, our customer service rep, was great in providing training and teaching people how to use the product. Cole is now going to be sort of taking that over. Especially for those users who are just going to be searching, it doesn't take that long to teach them how to use a product, because you just have to teach them how to use, basically, Google for contracts in some ways and show them where you can find certain things.
And then, really, too, what I've done is been able to empower Cole to say, "Okay, let's maximize the functionality now." So we just met actually yesterday to figure out a process for how are we going to deal with the 90-day alerts on expirations of contracts, who's going to be responsible for going out and talking to the different business units, saying, "Hey, I've got 10 contracts coming up. These are expiring. what do you want to do with them?" and then, looping me in so that if we need to renegotiate terms or end any term, end any contracts, we can just do that. So Cole's taking that on as well.
So, there's no doubt that the AI and the automation that Evisort provides totally speeds up the process, because otherwise, I mean, we would be literally putting calendar invites on our Outlook or something, saying, "Hey, this is when ABC contract expires." We don't have to worry about that now, right? We get alerts pushed to us as frequently as we want. We can then talk to our business colleagues and say, "Hey, what do we want to do about these contracts?" And some of them might say, "Let it auto-renew," or, "No, no, let's negotiate. Let's renegotiate," or, "You know what? Let's just terminate it. We want to be done with them and move on." And it allows us to be able to get right to the question that matters rather than dillydally and then try to navigate our way through a manual process.
Memme Onwudiwe (00:27:37):
No, definitely. I'm sure that, especially within the 50% of folks who've said they were in that first three folks in their legal team, to hear that a few months after getting a contract management system, your focus isn't, "Hey, what's going to expire? What's going to automatically renew?" But now just putting a plan on, "Okay, how do we attack this? How do we attack that?" And my next question actually will be about... I know that you know were very effective, and you've got a lot of plans when it comes to being able to work with your vendors, right, and being able to dive in.
I guess, though, we've been talking a lot about artificial intelligence, a contract intelligence solution, which is basically, just to define it in case folks don't know, when you think about contract management, you're really managing the contract. If I upload... If I just type the contract, and I just type the expiration date, and if my system to remind me of the expiration, I need to type it again in the system, it's not managing the contract, I'm managing the contract through that system. If I make a mistake, it's not going to remind me. It's not smart, right?
Abhay Nadipuram (00:28:40):
Memme Onwudiwe (00:28:40):
Versus a system where you throw your 2,000 contracts in, and then you ask it maybe later, "Hey, did we ever do an assignment clause as written consent?" And then it tells you, without you saying, "This has written consent. Remind me," right? And so, I guess, one poll question, just to see where folks are on the market is, are you guys currently using a contract intelligence solution? Does it have artificial intelligence in it?
Also, I think what's a good story, Abhay, is how you guys tested it, right? Because a lot of folks, when they hear AI, because most contract management systems say AI. They don't really know how to test for it. I thought your team was really savvy by doing what actually is pretty simple, which is just uploading a contract that we've never seen before, sending it to us. You sent us like five. We had never seen it. We were on the call, and you said, "Upload it, because if you're telling us you have AI that we can throw all our documents into and within seconds, you're going to get all this data, then you should be able to just show it to me."
Abhay Nadipuram (00:29:38):
Memme Onwudiwe (00:29:38):
And we did, and I thought that was great. But I really wanted to get your view on it and just hear the story from your side, especially, looks like about 86% of folks are not using a contract intelligence solution.
Abhay Nadipuram (00:29:51):
Yeah, one of the best pieces of advice that I think you gave us, Memme, was, because you knew... I mean, you encouraged us to look at your competitors and shop around. I mean, that's what any good customer does. And you said, "Hey, bring contracts with you and make them show you the product live." And in fact, I tried to send you the contracts ahead of time, I think, and you said, "No, no, no, I don't want to see them ahead of time, just send it to us live, and then I will show you how the product works." So that's exactly what we did, and Memme uploaded them and was able to show us the AI working in real time. And I think this came from one of our IT professionals when we were talking when debriefing about the product, and he was saying how the real difference between, I think, Evisort and some of the other products was that the other products, you could tell that they bought their AI solution independently from an independent third party and integrated it into their platform.
Whereas Evisort, as Memme always talks about, started as an AI company, not necessarily a contracts company, but an AI company. So their AI is developed first before figuring out all the other stuff about managing them. So, that was really cool to see, and that was important to us, because we knew that we needed a central repository for our contracts, and we could do that on our own and just create another virtual drive and have that set up. That wasn't the issue, and we could organize it in a way that we'd be able to find stuff. But our concern was, even in a system like that, things get lost, and things don't necessarily get translated properly and people don't have necessarily access to that drive, and you have to ask for access to that drive, and then you got to manage who has access to it, and maybe there's some things in there that are confidential.
So the great thing about Evisort is it's browser-based. Anybody can access it, regardless of where they are. I mean, heck, if I want to, I can pull it up on Chrome on my iPhone if I need to if I'm on the road. And that was great about it. So that way, when we taught our folks out in the field on how to search for their contracts for their given facility, all they had to do was open up Chrome or Windows Explorer, whatever they use, log in, and pull stuff. And they could do it from home. They could do it from work. They could do it when they're on vacation if something comes up.
That's really important, because in the nursing home industry, we undergo what are called surveys, which is when the regulator comes in and asks us and looks around our facility, and sometimes, they're investigating a complaint, or sometimes, they're doing just a general visit or stopping in and doing an annual survey. And oftentimes, as part of their process, they'll ask for our contracts, and they want to know that, regulatory, we have our contracts in place for our medical director, and do we have a contract for our beautician? And it's really important for our facilities to be able to pull that information up readily.
Now, to be honest, some of them might still print off the contracts and keep them in a book and a binder, because it might be easy for them just to access. They can pull it off their shelf and show the surveyor. But some of them might choose to just keep them on Evisort, and now they can log in, search for the contract, pull it up. If they can't find it, the worst case scenario is they call us or they call Cole, and they say, "Cole, I'm looking for this. Can you help me pull it up, or can you pull it and email to me quick?" And Cole can do that. So that's really the beauty of the product right there and how we were able to judge that it was the best product for us.
Memme Onwudiwe (00:33:24):
Excellent, excellent. And I think what I really like about that is just... I mean, we talked about from the start, but you know guys are now... You did not want to get a tool and spend months training AI. You wanted to get a tool and then focus on things that drive your business as you guys are dealing with a crisis. And, yeah, I think that's really helpful. And I think part of what you wanted to do with that data, I know you're a busy guy, and you're getting there, but I know you've got a lot of plans for your vendors, I guess us included, but I think it would be helpful...
Especially, part of that is the fact that your team didn't have an in-house lawyer, and so maybe your vendor agreements did have things that you're looking to remediate, maybe term links and then other things like that. And so, I think it would be great, especially with how many new lawyers and GCs we have on the line, just to talk about, "Hey, if you come in as a new general counsel, what are some things that are on top of your mind when it comes to renegotiating vendor agreements?"
Abhay Nadipuram (00:34:20):
Yeah. So, I mean, historically, I think that one thing that we're doing... Historically, our company didn't do, I think, necessarily the best job asserting our influence when it came to negotiations. For most of our vendors, we are a pretty big customer. I mean, we are the largest non-profit nursing home provider in the state. We're the largest single operator of nursing homes in the state. So, for most of our vendors when they come here, whether they're from Iowa or they're from out of state, we're pretty big book of business for them.
And so now having in-house counsel, whether that was me, or whether that was somebody else, there's at least somebody at the table who's pushing back on some of these provisions, not only just like legalistically, but also looking at these contracts from a business perspective, I can ask the questions like, "Do we really want to do this?" Or I can strike things that I know that are not going to be advantageous to my colleagues on the business side.
But now, at least, we have a tool, Evisort, to be able to look back and see, historically, what are the terms that we negotiated, and where are we, and what's our current version of the agreement? Because one of the problems I think that we had was somebody would assign an agreement, put it on their computer, and no one knew where that version of the agreement was. So we're actually going out to the vendor and asking for a copy of the agreement, which is... It can be a little embarrassing. But more importantly, that reduces the amount of time we have to prepare for a negotiation. And at the end of the day, time is money, and we all have a limited amount of time. And so, now, we have a product where at least we can historically track our data.
As Evisort might point out to you, or you might already know if you've demoed the product, it tracks the versions of the agreement. You can put together families of an agreement, so amendments can be attached to it and linked to it so you can track the document appropriately. The product also catches duplicates, so you don't have multiple versions of the agreement bouncing around wondering which one is the most recent one. And I think that's how we can be more effective in our contract negotiations with our vendors. And it's really those AI pieces that speed us up.
And I think it's also important that... Of course, there are a lot of products out there that I think are just repositories, but being able to really jump right to an indemnification clause or right to the term or right to the renewal terms or right to assignment or insurance is going to save us time. And that's going to be key, too, because, inevitably, there'll be questions during the negotiation process like, "Well, what was our termination provision," or, "What was our assignment clause in the last one?" And I don't have to flip through the pages. I can hopefully just have Evisort up on my laptop in that meeting and jump right through it.
So, I know that seems maybe like small things, but small things add up, and eventually, that's all minutes that add up to hours, that add up to days. And I think that's how we're going to ultimately be more efficient in our negotiation process, not only internally, but also making sure we're getting the best rates and doing the best negotiating possible with our vendors.
Memme Onwudiwe (00:37:35):
No, that's excellent. It's super, really good to hear how the platform's helping out with that, but also just the best practices for GCs new to the role on some risk areas that it would be good to... Nice rocks to lift once you get there and the first things to look under. One question, I guess, to the group, and folks, you can keep the questions incoming through the Q&A. This question is... And really, actually going off of what Abhay was just speaking to, how important is it for folks on the line to go back to your existing agreements and understand your commitments? This is all of your past agreements, and we understand. We're talking about keeping track of every indemnity, limitation, liability. Most people are not having their paralegals copy/paste every limitation, liability, assignment. That'd be against human rights, frankly after [inaudible 00:38:31].
But, as we all know from COVID, this could be something that comes up, and all the sudden, you need to know all your force majeures, and these fire drills do occur. And actually, it looks like right now, I think this poll proves it, we got 100% of people saying that it is important for them to go back to their past agreements and understand their commitments. So, that's really good to see.
I guess, is there anything...? And I did want to ask this particular view, because a lot of what we've talked about is the fact that, hey, you were joining during a crisis, and that kind of meant that your stakeholders and teammates had less time to focus on this transition. So you needed to have a system that did not take too much manual work, right? But I'm curious about whether or not, and how much of the work that you did when you first joined was directly tied to COVID and the specific kind of COVID... perhaps. Especially being a GC, dealing with policies internally, right, I'm sure there's lots of debates that you had to weigh in on.
Abhay Nadipuram (00:39:45):
Yeah. I would say that most of my time was spent, early on, especially, on COVID-related matters. Because one, I needed to understand, like I said, the landscape, where we were at, if there were any outstanding matters that we needed to address. As you can imagine, state regulators across the country were concerned about infection control. And so, part of my job as general counsel was to work with our clinical team and operations team and risk management on those type of issues. If there were infection control issues that the regulators were spotting, how do we address those issues? How do we deal with them and nip it in the bud?
Now, I came at a time in November where sort of the worst of the pandemic was behind us, and we were very close to the vaccines. The vaccines came out in December. So pretty much a month after I started, we started our first vaccine clinics in late December. Most of our residents were getting able to get shots by end of December into January and February, and over 90% of our residents are vaccinated now, so that was huge.
So, thankfully, at that period of time, we were able to take a little bit of a breath in regards to some of the fires that were happening prior to my arrival. But I would still say, most of the stuff was tied to the pandemic, because we still had a bunch of regulatory waivers that were in place, so we needed to understand how and what we could do and how we could do it, just from an operational standpoint, with the regulatory waivers in place.
Of course, we were undergoing a huge... We're still in the middle of a huge staffing shortage. And so, a lot of my first month was spent reviewing contracts with staffing agencies who were trying to push us nurses and CNAs so that we could get all of our facilities fully-staffed. And so, that was a lot of my time. And so, because of that, I eventually started creating our... The reason I started creating our templates is because I didn't have time to review every single individual staffing agency agreement. I finally just put together a template that we could then just send out and just say, "Here are our terms."
And so, that was a lot of my time, spent a lot of time on that, as well. And then, I also spent a lot of time just preparing for any legal matters that might arise out of it, and I still spend a lot of my time on that, because we don't know, and as generals counsel for healthcare companies, that's probably the thing that's keeping us up most at night, is understanding what will these claims look like if they do come up, if are any code-related claims, and if there are work comp-related issues. There's so many issues that stem from this pandemic that can pop up, and they might not arise... We're a year and a half into this thing, but they might not arise until two years into this thing, or maybe even three years into this thing. So, that's important, so, understanding what the industry is talking about, what my colleagues in other healthcare companies are doing. So that was it.
But there was also a bucket of non-COVID-related things. I would say contract management is tangentially related in the sense that my goal is let's get this contract management issue resolved so that we can focus on what matters most, which is the clinical care that we're providing to our residents and patients and their families. But getting this onboarded, managing the litigation that was ongoing when I arrived, which was not COVID-related, and making sure that I understood what was happening in those cases and getting counsel pointed in the right direction and trying to resolve cases that were there, figuring out, just from a resource perspective, what this team was going to look like, because that was before I had Sherry and before I had Cole, and understanding what my needs are going to be.
And then, also, because I was telling you staffing shortages, we also had a lot of turnover, and we were also hiring a lot of people, so that that meant managing employment agreements, if certain employees were going to have employment agreements that came up, or supporting our HR staff in employment issues that came up in the recruiting process and the screening process. So those were all somewhat code-related, but really kind of independent of the pandemic itself.
Memme Onwudiwe (00:44:28):
No, that's huge. That's huge. I really do want to dive into that, and actually have a question for everyone. I see we have a question from an anonymous attendee, and I do want to get to that, but let me ask you one question first, Mr. And Mrs. Anonymous, which is, did any of the folks on the line have any unique contracting challenges doing COVID?
And while answers are coming in here, I will address the question. The question from Anonymous was, "How does Evisort manage the contract review request negotiation process and pre-signature process?" And so, we actually do have a pre-signature tool that Care Initiatives does not currently use, but is evaluating, and allows folks to request contracts via customized intake forms, generate contracts based off your own templates, and also ingest third-party agreements, and then route approvals internally. We also sync with e-signature tools like Adobe Sign and DocuSign to make an end-to-end contract life cycle experience.
And so, what Abhay has been talking about is really just our contract management system analytics piece, the contract intelligence tool. And like I was saying before, most people have an intake process so that folks can enter in information as a proxy for them to remember it after it's signed. But Abhay is kind of skipping that, because the AI's going through and tracking more things than you had ever asked someone to even enter from the front set.
So because his situation was one where he had these thousands of legacy agreements that he literally wasn't there for when they were signed and didn't know what was in them, the main priority was understanding that bulk of documents and just understanding what was in there. And then as new documents are coming in and getting that understanding too, definitely, we have many folks who leverage both the pre-signature and the post-signature side of the house, but understanding the fire that Abhay was walking into, I think the best way for us to get him value quickly was to not have his first three months being reviewing every single contract for non-standard language. I hope that answers the question.
Abhay Nadipuram (00:46:42):
Memme Onwudiwe (00:46:43):
Awesome. And then, I guess, we'll do a quick two-for-one, because I do have one more question for folks. It looks like it's 60/40. Most folks didn't have a unique contracting challenge doing COVID. About 40% did. Makes sense. Some folks are very directly in the healthcare industry where it's going to affect their contracting, while other folks might be more tangential. But I guess the broader question here, though, would be, in the event of another crisis, do you think you're ready to handle your contracts? I know folks said that they do have a need to look back in their agreements, but do you feel like if something happened and you needed to start tracking something, well, all the sudden someone asks you like, "Hey, what if all of our clients left? How many termination for conveniences do we have in our contracts? What are the ticking time bombs that we don't even know about? Do you think you're ready for those kinds of crises, or do you think that's something that'd be a fire drill that we'd need maybe expensive outside counsel, et cetera?"
And it looks like the majority, about 56% of folks are saying no, they do not feel like they're crisis-ready to handle their contracts, and it's about 60/40 now it looks like. And so, that makes a lot of sense. I guess, Abhay, as you are building out your team, what future things are you looking at insofar as new steps in who else you'd want to hire to the team, and then, the other potential projects you're looking at now that, if I do say so myself, you've been able to knock out contracts in record time?
Abhay Nadipuram (00:48:36):
Yeah, well I think... We're a pretty big company, especially for Iowa. In terms of healthcare companies, I think some latest statistics came out about nursing home companies in the country. I think we're the 26th largest nursing home company in the country. And I think we probably eventually need another lawyer, just to help with a lot of the day-to-day while I'm also doing some of the strategy work and trying to use data to really drive our business and our law department. And so, that's definitely on my wishlist.
When Mike started here last summer, from an infrastructure standpoint, I think there were a lot of people who he felt he needed to hire to really put this team in place, including a general counsel. And so, there are a lot of other priorities. So, right now, we're managing the department pretty well, and we obviously use outside counsel when we need to. I mean, we need them for litigation, but also for collections, regulatory matters. And so, yeah, I think we definitely need another lawyer eventually. I don't know when that time will be, but we'll get there.
We've talked about in terms of personnel, do we need to hire more people to help manage our records, generally? We have a number of medical records requests that come in from families or residents, and that keeps Sherry pretty busy. It's about half of her time. So, for a company our size, we might need somebody to help manage that, as well. But from a personnel standpoint, I think that's kind of on my wishlist.
And I think from a technology standpoint, we don't have... I opted not to get a research tool like Westlaw or Lexis or Bloomberg, just because I wanted to see how much I would actually want it before I signed up for it. As we all know, that's an expensive product, regardless of which of the three companies you go with. And right now, I haven't really seen a need for it. There've been a couple occasions where I wish I could jump back into private practice mode and jump into Westlaw next and read the case law, but realistically, just, we don't have time for that. And if you are doing that, you probably need to turn to outside counsel and just have them do it and have them shoot you an answer with an email that you can keep in your file and refer to, but that's something that we'll constantly keep under consideration.
Because, relatively speaking, in terms of litigation, we don't generally have a lot of cases going at once. We don't have a billing system. We use our TPA to help us review our bills. We might eventually move to a platform to help us manage our invoices a little bit if we feel like the volume of litigation doesn't change over the next year or two. So that's also something that I'm keeping in mind, as well. So, those are just a few tools. But from a technology standpoint, we're lucky. We have a great IT team. If there is stuff that we need, we feel like we can pull them in and get them on board to help us.
Like I said, we did... Operations actually just led the effort to invest in a policy and procedure platform that's searchable, that helps us manage all of our policies and apply them uniformly across the company, so I think that's going to be great as well, so that we don't have to spend any time manually uploading policies anymore. All of that's done by a third party that pushes updates as the regulations change, as well. So, those are just some of the tools that we've been thinking about and maybe some of the personnel we might bring on board eventually.
Memme Onwudiwe (00:52:32):
Awesome. Excellent. And we talked about this being your first general counsel role. I do want to ask next, what's maybe surprised you the most? I know as folks get to that level, a lot of times, they realize it might be more business-y. And a big part of leveraging Evisort to automate all that contracting stuff is that that's not where your head needs to be, right? You've got a lot of other things you're managing, from vendors to outside spend, to COVID policy and so.
First, I do want to ask our group their experience and whether or not the current role they're in is the kind of first time you've been at that particular level of seniority, so maybe your first time GC, maybe your first time senior counsel, maybe your first time in-house counsel. You just came in from the law firm, and you're beginning to be in the business world. And it seems about 50% of folks are in a role where it's the first time they've held that level of seniority. But looks like 50% of folks might have been moving laterally and have had that experience before, just peaked to 53. But I guess, Abhay, in your experience and with this being your first GC role and with the first year already, though I'm sure it feels much longer, what surprised you the most about it?
Abhay Nadipuram (00:54:00):
Probably a few different things come to mind. First of all, and this is a pleasant surprise, is we just have a really awesome team here that Mike has built out, and I think we've built really good camaraderie at the senior management level and at the home office, and I think we're really working hard as a team to push that culture down through our regional team and down the facility. And I am just so impressed by how smart our team is. I learn something every day. I mean, we have not only a great CEO, but our COO and our VP of clinical services, our chief compliance officer, our new VP of HR, who just started a couple weeks ago. I mean, everybody is so smart and knowledgeable and knows their field well and the industry well, and I really rely on them.
I mean, I'm the lawyer, the GC in the room, oftentimes, but I really lean on Johanna, who's our VP of clinical services, and Joe, our COO, to teach me about long-term care, because I'm new to long-term care industry, and they know the regulations, frankly, better than I do. Or if they don't necessarily have them memorized, they'll say, "Abhay, there is a reg somewhere out there about that." And I can then use my tool that we all learned in law school to search and try to find that down.
I mean, I think that our biggest tool as lawyers... And my dean, Dean Gail Agrawal always told us as law students, "Hey, your best tool as a lawyer is going to be your ability to learn things quickly." And so, I can't emphasize that enough as a general counsel, is that regardless of what industry you hop into, and you might hop in from industry to industry, use that tool to your advantage, and learn from the people around you. And so, that's been one of the most pleasant things. And I shouldn't be surprised, but, I mean, it's just something to celebrate, I guess.
I will say, kind of on the flip-side of things, one thing that I was surprised about, and I guess this shouldn't have surprised me, again, but I think a lot of people didn't know in our company, what is a general counsel? First of all, what does general counsel mean? What a weird term for people not in legal industry. And then, what's my role? So a lot of the time that I've spent in the last eight months has been sort of internal marketing in that respect. So almost every presentation I give, I start off with, "Here's what I do, and here's who I am."
I'm working with compliance, legal, and risk right now, or, sorry, I'm working with compliance and risk management right now. We do a biweekly presentation at one o'clock on a Thursday called, the CLR update, and it's a 20-minute presentation on the compliance, legal risk topic. And every single time I present on that series, I try to always start with, "Well, here's how this relates to what I do, and here's how I support the company." And so, a lot of people still don't know what I do and the role that I play and what I do and what I don't do. Helping people understand, "Well, no, I don't appear in court for the company, but I hire people, and I manage them to make sure that they represent us well." That's just an example. So, making sure that I am constantly teaching people what I do and what I don't do. Sometimes, I'll get questions that are clearly... it's kind of business decisions, and I have to say, "Hey, I appreciate the question, but I don't make those calls. You have to talk to so-and-so." And so that's one thing that surprised me.
And then I think another thing that surprised me, too, is talking to my peers and learning that even though we are a brand new law department, there are law departments across this country that have been around for a while that are still dealing with some of the issues that I'm dealing with as a starting law department. So, I just had lunch with a colleague the other day who's in-house at like a Fortune 200 company, and that company doesn't have a document management solution, and they have like 100 lawyers. So, that is something that is a little... It calms my nerves a little bit when I feel like I'm not moving quickly enough or I'm not doing enough to advance the department. But that was a little surprising too.
So, for those of you who are sort of in a similar position as I am, just keep that in mind. There are a lot of things that you're going to feel like you need to do right away, and you should do those things right away, but keep in mind, there are a lot of our peers out there who are dealing with some of the issues, and they've been an in-house department for years.
Memme Onwudiwe (00:58:50):
Wow. What's interesting is what surprises me the most is that you were surprised that you were moving so much faster than folks. Because for me, that was quite evident. I guess a question here would be, what we've been able to do together, and I know when we take a step back, it's kind of wild looking at it, right, but we not only centralized all those contracts, but we also...
And now, you're on top of over 60 key information points, 10 of which you need day-to-day. Maybe once in a blue moon, you might need to, "Oh my god, what's a reliability cap? It's a 3x multiple," but when you do, you'll have it, right? Did you expect to get this low level of insight and control into your contracts? And even if you did think you were going to get there someday, how long before you knew about contract intelligence, before you knew about AI, before I told you to send your own contracts to test it out and don't just watch people do demos all day, how long did you think it would take you to get to the level of control that you have now?
Abhay Nadipuram (00:59:58):
I thought it would take probably at least a year. And we're sitting at... I think maybe we entered into our agreement in February, but we really didn't start working on stuff until about March. And then, by about May, I felt like we had gotten as far as we could go without maybe having another set of hands to really get out there and collect all the things that we needed to do, just because Sherry's plate got really full, my plate got really full.
And now we're sitting here about five months out, and I feel like we're... The goal that I've set internally is that by Labor Day weekend, that we have collected all the contracts we think we have. And we know some others will trickle in, right? There are going to be things that... But that's the goal, and we're sticking to that. And every week, when we have our legal department meeting on Monday morning, I ask Cole, "Where are we in making that progress? How far along are we? Who have you talked to?" And so that's just something that I think we're going to... So, realistically by that point, we're looking at five months versus a year, so almost cut in half. My expectations were beat pretty well.
So, like I said, I think that having a platform that is this easy to use, I think is great, but also the onboarding process, having a company that is so customer service-driven, and knowing that I can talk to somebody at Evisort, whether that's you, Memme, who's one of the founders, or the person that you delegated this work to, Omar, I know that I can talk to somebody at any point. I mean, I've talked to Omar on a weekend before, I think. So I think that is really good too, regardless of what type of vendor we're talking about. So yeah, I would say, yeah, we're five months in. I thought this was going to probably take about a year. So, pretty happy about that.
Memme Onwudiwe (01:01:59):
Amen. Awesome. Now, and pardon the pun, but that's what you get by thinking big with contract intelligence. I know we're rounding out in the last couple minutes here, been trying to feed in naturally some of the questions coming in. Speak now or forever hold your piece if you have a couple more questions. If you want to see our AI work, always go do a demo. When you do a demo, do exactly what I said, which is, do not send us the contract ahead of time. You are testing whether or not we are using AI or we're sending your most confidential documents to another country to be manually tagged. You need to be sure that systems are using AI. You need to be sure it's going to work day one, so you don't spend your first five months training it, but you can spend one month after thinking, "Oh my god, I know too much about our automatic renewals. How are we going to cancel all these?" And so, no, really, really appreciate your time here today.
We're getting some messages coming in, but it's mainly just thank yous. It's not really questions, which is excellent. You love to see it. But, yeah, really appreciate your time today, Abhay, and for spending it with everyone and telling them about your experience, which I think is really unique and really exciting. Really appreciate it.
Abhay Nadipuram (01:03:19):
Yeah, of course, Memme. And thanks, of course, to you and your team for being a great vendor of ours and supportive. And thanks for the opportunity to share our journey and talk a little bit about our great company, which has a great mission. And just, we constantly are focusing on just making sure we help Iowans and their families during life's health transitions. Oftentimes, those are difficult transitions. And, like I said, being able to have a contract management platform that's usable and workable and searchable, it really allows us to focus on what matters most, which is taking care of our residents and our patients and tenants and their families. So, thanks for helping us do that.
Memme Onwudiwe (01:04:04):
Thank you. The pleasure's all ours. Thank you everyone for joining, and have a great week. Bye.
Abhay Nadipuram (01:04:07):
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