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Systems of Execution at the Intersection of Contracts and Procurement: The AI Effect

By Chris Skoff, Managing Director; Ashwini Gautam, Director; and Braeden DeWan, Director,…

By Chris Skoff, Managing Director; Ashwini Gautam, Director; and Braeden DeWan, Director, Marks Baughan

Contract lifecycle management (CLM) and Source-to-Pay (S2P) have long operated in somewhat separate corners of the enterprise — CLM in legal departments and S2P in procurement and finance departments. Yet at their cores, they manage the same thing: the company’s relationships with suppliers and how money flows to them. These spheres have already begun converging because of their overlapping workflows, shared data dependencies, and the regulatory demand for end-to-end third-party governance. But now, with the explosion of artificial intelligence, this convergence stands to accelerate at a blistering pace — creating an opportunity to establish a true “system of execution” across both domains.

AI will transform what was an integration story between two systems of record into a platform and category-evolution opportunity — catalyzing a true convergence of CLM and S2P into a unified system of execution for managing supplier risk, spend, and compliance. This shift is reshaping the way CLM and S2P software developers build, how buyers evaluate platforms, and how investors look at strategic value in this evolving space.

Convergence Was Already Underway

Before AI entered the scene, CLM and S2P intertwined across multiple aspects of their respective realms. Contract terms negotiated in legal workflows carried through into purchasing and payment. Spend visibility and supplier performance depended on shared data rather than siloed systems. We saw the early stages of convergence occur when S2P suites started embedding basic contracting capabilities (e.g. drafting, negotiation, and obligation tracking), and CLM platforms began to integrate natively with enterprise resource planning (ERP), procurement, and finance systems. 

Strategic partnerships and some early acquisitions followed suit, increasingly focused on unifying source-to-contract and procure-to-pay concepts into broader S2P platforms. Regulatory pressure, data privacy risk, and rising third-party risk reinforced the need for tighter integration between CLM-S2P systems. Now the market is primed for AI to unify contract, supplier, and spend data and execution at scale.

Why AI Changes the Economics, Not Just the Product

AI’s value in CLM and S2P goes far beyond faster contract drafting and review or smarter spend analysis. Those gains matter, but the real impact is architectural and economic. 

With AI, companies turn contracts from static documents into living, operational execution drivers. AI reads contract language, obligations, pricing, and risk clauses and applies them to purchasing in real time. Procurement teams make more-efficient, automated sourcing, approval, and payment decisions that automatically reflect policy, compliance, and risk — reducing the need for manual oversight.

But AI only delivers this value when the right data is connected. For AI to work as intended, contract details, supplier information, and spending records must live together in a shared system of execution that also incorporates regulatory rules and internal policies and controls. A fragmented system limits AI’s power here, further magnifying the need for unification. 

In such a connected environment, CLM and S2P shift from functioning as systems of record to serving as systems of execution where intent, action, and enforcement happen in a streamlined loop. This shift signals a change in the economic value — rewarding architectures that support such unification. 

Market Signals: Platform Strategy and Capital Alignment

The convergence of CLM and S2P is no longer theoretical — it’s shaping how innovators build software platforms and how investors value them. 

Take the SAP-Icertis partnership, for example. SAP controls much of the S2P lifecycle with its product SAP Ariba, which governs supplier discovery, sourcing, purchasing, invoicing, and payment. Historically, however, Ariba lacked contract-native intelligence. That gap limited how effectively negotiated terms could guide day-to-day procurement and payment behavior.

Icertis fills that gap. As a leading CLM platform, it manages contract authoring, negotiation, obligations, pricing terms, and risk clauses. SAP and Icertis began collaborating several years ago, but in 2022, they expanded that relationship into a deeper strategic partnership, including tighter product integration and a joint roadmap.

That partnership underlines the strategic need for contract intelligence to inform execution within procurement. Contract terms captured in Icertis can flow directly into Ariba workflows, informing sourcing decisions, approvals, and payment controls. With Icertis’ AI continuously interpreting contract language and applying it across procurement and finance workflows in real time, the SAP Ariba-Icertis example provides an initial case study of a system of execution between CLM and S2P.

From an investor perspective, this example also signals the shift in where strategic value lies. Investors increasingly want to see platforms and ecosystems that unify contracts, suppliers, spend, and compliance within a single execution layer, amplified by AI.

Segment Implications: Who Benefits and How?

The implications of CLM–S2P convergence cut across company size but differ by segment.

Enterprises manage thousands of suppliers across jurisdictions, business units, and regulatory regimes. For them, aligning contract intent with procurement is about control and optimization at scale. A unified CLM-S2P system of execution that connects contracts, suppliers, and spend allows these organizations to enforce terms consistently, manage risk exposure, and maintain consistency.

Small and mid-market companies solve a different problem with this convergence, namely, managing legal and procurement complexity efficiently and cost-effectively. With leaner teams and fewer specialized roles, the priority is reducing operational burden. AI-enabled CLM and S2P workflows streamline intake, contracting, approvals, and purchasing, requiring less lift from costly personnel that can be deployed on higher-value initiatives. Additionally, these smaller organizations benefit from stronger governance and oversight. 

This convergence also reshapes vendor management and third-party compliance solutions that are critical components of both CLM and S2P. When one platform unifies contract obligations, supplier data, and spend activity into a single execution layer, vendor and third-party governance and compliance embed into daily operations. Vendor and third-party oversight moves from periodic audits to continuous, automated enforcement. Onboarding, contracting, sourcing, purchasing, and payment now operate inside the same operational and compliance framework. As a result, organizations stop treating third-party risk management as a separate function. Instead, it’s a part of how business runs.

Strategic Implications: What Does the New Market Expect?

For software vendors, convergence raises the bar for what CLM and S2P platforms should deliver. CLM tools that silo within the framework of legal operations fail to operationalize the valuable data contained in contracts across the broader enterprise. Similarly, S2P platforms that simply optimize procurement transactions without real-time contract intelligence won’t be competitive in the evolving market. AI will be most useful as the vehicle that seamlessly “operationalizes” contract intelligence into purchasing execution. Therefore, the software innovators who embed AI into a unified CLM-S2P system of execution will perform better. 

Investors and acquirers will reward the platforms that lead this evolving, new category.  Market leaders will be those who control execution. AI strengthens this position by increasing switching costs: customers are less likely to replace platforms that constantly learn from their contract/supplier/spend data over time, making such tools even stickier than their CLM or S2P platform predecessors.

The Future of CLM and S2P: An Execution-centered Platform

AI changes the stakes for contract and procurement systems. By making contract terms, supplier data, and spend executable in real time, AI raises the cost of keeping these capabilities separate. Platforms that connect intent and execution will gain leverage as data compounds and rules are enforced at the point of sourcing, approval, and payment. 

Similar trends are playing out in other sectors of legal and compliance technology as well. Take supply chain and compliance tech. Evolving regulatory frameworks continually create new complexities for supply chain teams that have recast supply chain planning software from operational infrastructure to compliance infrastructure. Compliance is no longer a parallel process running alongside supply chain or data analytics; they have all converged and shifted the investment landscape in a similar way to CLM-S2P. 

As the CLM-S2P convergence continues, watch for architectural changes in emerging platforms, such as how data models unify and how workflows consolidate. With AI accelerating unification, platforms that turn contracts and procurement into a single, intelligent system of execution will be the ones to accrue long-term value.

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Inside the Convergence of Supply Chain Tech, Data Integration, and Compliance

By Ashwini Gautam, Director of Software Investment Banking, Marks Baughan Across a…

By Ashwini Gautam, Director of Software Investment Banking, Marks Baughan

Across a swath of industries, regulatory frameworks are reshaping how companies choose, use, and value supply chain and data integration technologies. Evolving, intensifying reporting requirements create new complexities for supply chain teams on a rolling basis. The outputs of supply chain and data integration technologies are now integral to meeting these requirements.

As a result, tools like supply chain planning software, EDI networks, and B2B integration platforms have been recast from operational infrastructure to compliance infrastructure. With compliance requirements penetrating every layer of supply chain operations — from raw material sourcing to final delivery — compliance is no longer a parallel process running alongside supply chain or data analytics. They are all one, with compliance embedded directly into operational systems that power supply chain decisions and data flows.

This convergence has shifted the investment landscape — driving M&A valuations, new investment theses, and competitive opportunities for supply chain and data integration tech innovators.

The Regulatory Forces Reshaping Supply Chains

Multiple regulatory trends are introducing unprecedented compliance complexity:

Traceability and Responsible Sourcing Mandates

Governments worldwide are mandating visibility into multi-tier supplier networks. The EU’s Corporate Sustainability Due Diligence Directive (CSDDD), the Uyghur Forced Labor Prevention Act, and Dodd-Frank conflict minerals provisions require manufacturers to map their entire supply networks, document material provenance, and demonstrate responsible sourcing practices.

ESG and Climate Disclosure Requirements

The EU’s Corporate Sustainability Reporting Directive (CSRD), SEC climate disclosure rules, and California’s climate laws mandate quantified reporting of supply chain environmental impacts. These regulations require Scope 3 emissions data — the supply chain-related emissions that typically account for 70-90% of a manufacturer’s carbon footprint. 

Operational Resilience and Risk Governance

The US Federal Reserve and European Banking Authority now mandate operational resilience frameworks that extend explicitly to supply chain operations. The EU’s Digital Operational Resilience Act (DORA) requires documented risk management processes, scenario planning capabilities, and crisis response protocols. Supply chains are now risk management infrastructure subject to governance requirements.

Data Integrity and Cybersecurity Obligations

Supply chain cyber risk is a growing concern, so NIST 800-171, CMMC (Cybersecurity Maturity Model Certification), and CISA guidelines impose security requirements on data transmission infrastructure. SOX, SOC 2, and industry-specific regulations mandate complete audit trails, transaction immutability, and data validation controls.

Third-Party Risk Management

Vendor qualification, supplier monitoring, certification tracking, and concentration risk management are now compliance requirements across US FDA-regulated industries, aerospace, automotive, and financial services. Organizations must demonstrate documented governance over their entire partner ecosystem.

The scale and complexity of these requirements has created a new dependence on the output of operational tools — ones companies use to plan, schedule, transact, and move goods.

Why Operational Data Is Now the Raw Material for Compliance

Compliance is tiny compared to the full scope of the supply chain. It’s not manufacturing, forecasting, logistics, or production scheduling. It doesn’t move goods, run factories, or allocate inventory.

But it relies on all those activities.

That’s why operational data — such as material flows, supplier relationships, and shipment records — has become the raw material for compliance. Planning tools and integration platforms increasingly fuel reporting on:

  • Responsible sourcing
  • Conflict minerals
  • ESG and carbon emissions
  • Third-party risk
  • Quality controls
  • Operational resilience

And more. For example, advanced supply chain planning tools support supplier traceability mandates. When a manufacturer can model material flows from raw sources all the way to finished goods, they have the data required to document their adherence to conflict minerals, forced labor, and responsible sourcing regulations.

In another scenario, supply chain platforms’ optimization algorithms that minimize transportation costs and production waste simultaneously generate the data needed for Scope 3 emissions calculations and sustainability reporting. 

On the data integration side, EDI networks create immutable audit trails with timestamp verification, sender authentication, and acknowledgement protocols — required features for SOX, SOC 2, US FDA regulations, and more. Secure data transmission through encrypted protocols address cybersecurity frameworks. And transaction data like shipping notices and bills of lading contain the information required for hazardous materials documentation, transportation emissions calculations, and sustainability reporting.

With operational data — and its infrastructure — essential to compliance, investors are taking note. Marks Baughan has advised on a deal signaling the convergence of operational and compliance infrastructure.

A Deal That Heralds the Convergence

Adexa, a recognized leader in AI-driven supply chain planning and Sales & Operations Planning (S&OP), served complex manufacturers across aerospace, automotive, electronics, and industrial sectors. In 2025, Marks Baughan advised the company on its acquisition by Eyelit, a leading provider of integrated software solutions that optimize manufacturing and supply chain productivity. Adexa’s core capabilities directly addressed emerging regulatory compliance mandates and governance requirements that are reshaping global manufacturing.

The strategic rationale behind the transaction was to combine Eyelit’s shop floor compliance infrastructure with Adexa’s network-level planning, traceability, and risk governance — creating an integrated compliance platform. 

The Eyelit–Adexa transaction underscored a broader market shift: regulatory demands are reshaping how companies evaluate supply chain technologies. Acquirers now look beyond operational performance alone and prioritize platforms that embed governance, enable end-to-end traceability, and support structured risk oversight.

Adexa did not start out as a compliance technology provider, but their innovations were swept up in the tectonic shift that is the convergence of operational and compliance infrastructure.

Why Investors Care (and What They Care About)

The Adexa deal highlights why valuations in the supply chain and data integration markets are shifting. Strategic acquirers and private equity investors increasingly evaluate platforms like these through a compliance lens, asking:

  • Does this platform enhance regulatory traceability and transparency?
  • Can it support emerging ESG and sustainability reporting requirements?
  • Does it strengthen operational resilience and risk governance?
  • Will it improve audit readiness and data integrity?
  • Can it manage third-party risk at scale?
  • Does it address industry-specific compliance mandates?

Platforms that can do all the above command premium valuations because they provide essential compliance data by embedding governance, traceability, and regulatory adherence into operational workflows. Technology providers that recognize this shift and position their capabilities accordingly will continue to be recognized and rewarded.

As the distinction between operational and compliance infrastructure blurs, Marks Baughan remains a knowledgeable advisor to innovators and investors in this market. We invite you to read more about Adexa’s sale to Eyelit.

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Catherine Kemnitz Joins Marks Baughan Executive Network

Catherine Kemnitz, a transformational executive adviser with more than 25 years of…

Catherine Kemnitz, a transformational executive adviser with more than 25 years of experience driving growth, value creation, and strategic transformation across the legal services and technology sectors, has joined the Marks Baughan Executive Network. Catherine most recently served as Executive Vice President and Chief Strategy and Development Officer at Axiom, where she led enterprise strategy, corporate development, and major growth initiatives that strengthened market leadership and scaled the business.

The Marks Baughan Executive Network in comprised of accomplished leaders who have built, led, and transformed the legal and compliance technology and services sectors. “Catherine brings a depth of experience and perspective that directly benefits our clients as they navigate strategic, operational, and transactional decisions in a rapidly evolving legal market. Her judgment and insight strengthen the advice we deliver at critical moments.” – Nick Baughan
Catherine has led some of the most significant transactions in the legal industry, including Thomson Reuters’ acquisition of Practical Law and Axiom’s IPO readiness and subsequent acquisition by Permira. She has held senior U.S. and international leadership roles spanning strategy, operations, governance, and complex integrations, and is a recognized voice in legal industry innovation.

A lawyer by training, Catherine served as Axiom’s Chief Legal Officer and began her career as a capital markets attorney at Shearman and Sterling LLP (now A&O Shearman). She later held senior leadership roles at Thomson Reuters Legal, driving growth through strategic acquisitions.

“I have known the Marks Baughan team for many years – they are a driving force behind the transformative and value creating transactions in the legal tech and services space. I’m thrilled to be a part of the Marks Baughan Executive Network.” – Catherine Kemnitz

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