This is a legally binding contract that establishes the legal terms that will govern all current and future Gem purchases by a particular customer.
Sales should always present and push for Gem’s template MSA.
For smaller deals where we want to discourage redlining: Gem’s updated Order Form includes hard-coded language that links out to Gem’s non-negotiable online Enterprise MSA. There is no need to send a separate MSA to the customer.
For larger deals or where a customer requests an editable MSA: Please send the prospect Gem’s current template MSA (available here). Please send this to the prospect together with your DealHub Deal Room link (or your offline Order Form, if your deal qualifies for an exception from DealHub quoting requirements).
Sales-Success-Legal Channel: The #sales-success-legal channel is dedicated to legal support requests and questions from the sales, success and other GTM teams. Legal built a dedicated workflow in this channel that AEs can use to submit customer redlines for legal review. If a customer redlines the MSA, to request legal review please launch this workflow within the channel by clicking on the Workflows drop-down button on the top left of the screen. The workflow asks for certain basic information about the deal (customer, close date, deal size) and has a field for sales to share links(s) to the redlines to be reviewed.
Accounts Channels: For deals requiring more in-depth collaboration across cross-functional teams, legal will respond to your post in #sales-success-legal by asking you to please create a dedicated private Slack channel (titled #accounts-[INSERT CUSTOMER ACCOUNT NAME]) and add your Manager, your legal POC, and any others that may want visibility or need to provide input.
An MSA is always negotiated alongside a purchase and should always be executed before or at the same time as an associated Order form.
If a negotiated MSA is signed after the Order Form, technically Gem’s online MSA, and not the negotiated MSA, will apply to the customer’s purchase. If the customer notices this, they’ll very likely require you to re-execute your documents, which could delay launch/payment. So to move as quickly as possible, make sure you sign the MSA first, or at the same time as the Order Form.
If your customer wants to use their own form
Response:
Gem’s agreement is specifically tailored to our service, saving both parties significant time and resources as the document includes only those elements that are relevant and necessary for us to provision Gem’s Services to our customers. Our agreement includes references to defined terms that we rely upon throughout our suite of customer agreements, it identifies usage terms that are tailored to the nature of our business and services, and sets forth the minimum rights that we need from our customers to be able to provide them access to the services among other necessary provisions.
We are happy to answer any questions you may have about our agreements or Gem’s service, and we can certainly review any proposed edits you have to our agreement - but Gem’s agreement needs to remain the jumping off point for any use or purchase of our service.
Response if the customer comes back and says that their team is too busy to review vendor forms, and that requiring Gem paper will significantly delay the deal:
We understand there may be concerns that working from a vendor’s form agreement would increase the time required to negotiate a deal, and can certainly sympathize with your team’s desire to work from terms with which they are familiar and have internally vetted. But the challenge is that those terms were not drafted to reflect the way that Gem operates, and our agreements have been tightly customized for our services. Third party form agreements can be very far from what any agreement that could work as governing terms for your purchase would need to look like, and the time invested in redlining those forms to get to a place that they align with Gem’s business model, services and practices could be extensive.
I know we all want to move forward here as quickly as possible so that we can get your team up and running ASAP. So if helpful, I wonder if it might help to flag for your contracts team that Gem has a one page Order Form with governing T&Cs that are very succinct. We’ve made every effort to keep our customer terms (which apply universally across our customer base) as simple as possible, and candidly we don’t typically field heavy redlines on our terms. Our thinking here is that your contracts team may be anticipating a lengthy vendor agreement based on other vendor agreements that they’ve reviewed – and so my hope is that if they could just take a very quick look at Gem’s particular contract, perhaps they could get more comfortable that their lift in reviewing may be lighter than anticipated.
- If your customer wants to use their own form