Financing Payment Obligations for Services: Are 'Hell or High Water' and 'Waiver of Defenses' Clauses Enforceable in Contracts for Future Services?

What happens, then, if the underlying contract is not principally a lease of equipment, but involves primarily (or exclusively) an arrangement by a service-provider (the 'service vendor') to provide future services (for training, maintenance, or software services, etc.) over an extended period of time? To the extent that services payment contracts require periodic payments by the recipient of the services (the 'customer'), the service vendor may seek to either: 1) sell the payment stream to a third-party funding source/assignee (the 'funding source') or 2) pledge these payments to (and borrow against them from) a funding source. If so, the funding source will need to know that the 'hell or high water' and 'waiver of defenses' provisions built into the services payment contract are enforceable.

This article examines the support under the Uniform Commercial Code ('UCC') and case law for the enforceability of 'hell or high water' and 'waiver of defenses' clauses in connection with the financing of payments for future services, and it suggests some due diligence and contractual protections that may be employed to reduce risk in financing future service payments.

Support under the UCC

The 'hell or high water' clause, a creature of the common law of equipment leasing, was given statutory recognition in '2A-407 of the UCC, which provides hell-or-high-water protection to a lessor under a 'finance lease' by making the lessee's obligations 'irrevocable and independent' of the lessor's obligations under the lease contract merely upon the lessee's acceptance of the leased goods. UCC '2A-508(6) likewise restricts a lessee's rights of setoff in a hell-or-high-water finance lease. These protections apply, however, only to non-consumer finance leases, which require, among other things, that the lessor not also be the supplier of the goods being leased (See UCC '2A-103(g)). There is, however, no comparable UCC provision offering hell-or-high water status to original payees in transactions for future services, even if the original payee is not directly supplying the services being provided.

Fortunately for service vendors and their funding sources, the enforceability of a 'waiver of defenses' clause with respect to the financing of payments for future services by an assignee/funding source of the payee is expressly supported by '9-403 of the UCC (enacted as part of Revised Article 9 of the UCC in 2001). This section states that 'an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor' is generally enforceable, provided that the assignee takes the assignment for value, in good faith, and without knowledge of any claims or defenses. Under revised '9-102 of the UCC, an 'account debtor' includes 'a person obligated on an account,' and an 'account' expressly includes 'a right to payment of a monetary obligation, whether or not earned by performance … for services rendered or to be rendered …' Section 9-403 applies equally whether the 'assignment' constitutes an outright sale of the underlying account for future services, or the grant of a security interest in the account. Consequently, the UCC expressly anticipates the financing of payment obligations for future services, and the enforceability by assignees of 'waiver of defenses' clauses agreed to by account debtors for such services.

Case Law Support

While the enforceability of 'hell or high water' and 'waiver of defenses' provisions in the context of equipment leasing cannot be quibbled with, there are no published court decisions under Revised Article 9 of the UCC directly addressing the enforceability of either provision in the context of an assignment of payment obligations for future services yet to be performed. Nonetheless, decisions upholding the enforceability of 'waiver of defenses' and 'hell or high water' provisions in the more traditional context of equipment lease transactions are instructive.

In a 1991 case that involved the assignment of a master lease of a mainframe computer system, for example, the U.S. Court of Appeals for the 10th Circuit in Colorado Interstate Corp. v. CIT Group/ Equipment Financing, Inc., 993 F.2d 743 (10th Cir. 1991), enforced a standard 'hell or high water' clause, focusing on two important public policy justifications. The clause in question stated: 'This Master Lease is a net lease and Lessee agrees that its obligations to pay all Basic Rent and other sums payable hereunder (collectively, Rent), and the rights of Lessor and Assignee in and to such Rent, are absolute and unconditional and are not subject to any abatement, reduction, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Lessee may have against Lessor, Assignee, the manufacturer or seller of the equipment, or against any person for any reason whatsoever.' 993 F.2d at 745. The two public policy justifications focused on by the court were:

1) Parties' right to freely contract. Absent fraud or deceit committed by or otherwise 'known' by the assignee, sophisticated and well-represented parties 'are given broad latitude within which to fashion their own remedies for breach of contract … It follows that contractual limitations upon remedies are generally to be enforced unless unconscionable.' Id. at 748.

2) The commercial necessity of such provisions, finding 'hell or high water clauses' essential to the equipment leasing industry. '[I]t is by means of these clauses that a prospective financier-assignee of rental payments is guaranteed meaningful security for his outright loan to the lessor. Without giving full effect to such clauses, if the equipment were to malfunction, the only security for this assignee would be to repossess equipment with substantially diminished value.' Id. at 748.

Other courts have held similarly, based in part upon a commercially acceptable 'allocation of the risk' of nonperformance to the lessee who selected the equipment, instead of the risk being assumed by a good faith assignee for value that merely provides financing for the benefit of the lessee. For instance, in Benedictine Coll. Inc. v. Century Office Prods., Inc., 853 F. Supp. 1315, 1324 (D. Kan. 1994), the court held that when the lessee agreed to terms of a lease containing a 'hell or high water' clause, it agreed to continue making rent payments despite any claim it might have against the lessor or the lessor's assignee, and it expressly assumed risk of lessor's nonperformance. Moreover, the court in Philadelphia Savs. Funds Soc. v. Desert Mortgage Corp., 632 F. Supp. 129, 136 (E.D. Pa. 1985), held that '[T]hese clauses are essential to the equipment leasing industry. To deny their effect as a matter of law would seriously chill business in this industry …'

Similar public policy concerns apply in the context of financing payment obligations for future services. Funding sources will not purchase or otherwise finance payment obligations for future services without confidence that contractual 'hell or high water' and 'waiver of defenses' provisions will be enforced against account debtors. Indeed, the argument for enforcing such provisions in the context of financing payment obligations for future services is even stronger than in the context of equipment leasing since, in a service agreement, absent any special rights granted by the service vendor to the finance company in a separate agreement, upon the customer's default the finance company will have recourse only to the customer's general credit and, in contrast to an equipment lease, the finance company will not have a security interest in hard collateral that can be liquidated to mitigate its losses.

The authors are aware of only one case that might cast doubt on the enforceability of waiver of defenses clauses in the specific context of the financing of payment obligations for future services ' Suburban Trust and Savings Bank v. Univ. of Delaware, 910 F. Supp. 1009 (D. Del. 1995), in which the court denied an assignee's attempt to enforce a 'waiver of defenses' clause with respect to the assignment of payments under a computer maintenance services contract. However, there are several reasons why Suburban Trust should have no precedential value today:

1) The 'waiver of defenses' clause was construed under the former UCC '9-206 (which was expressly limited to 'buyers and lessees,' which the court further limited to the sale of goods, and not services), rather than revised UCC '9-102 and '9-403, which substantially broadened the applicability of 'waiver of defenses' clauses to include 'account debtors' with respect to 'services … performed or to be performed' in the future.

2) Rather than truly analyzing the enforceability of 'waiver of defenses' with respect to services payment contracts, the court relied upon a thinly veiled unconscionability line of reasoning; and

3) No other court has relied on the Suburban Trust decision for a similar holding, and at least one case, also construing the pre-revision UCC, has expressly called the holding into question. See Brookridge Funding Corp. v. Northwestern Human Services, 175 F.Supp.2d 355, 363 (D. Conn. 2001) (refusing to follow the Suburban Trust court's reasoning, and holding that the waiver of defenses clause could be applied to the waiver executed by the lessee in that case).

Conclusions and Recommendations

By following the strictures of revised UCC '9-403, and provided that unconscionability is not at issue, funding sources have good reason to rely on the enforceability of 'waiver of defenses' clauses when financing payment obligations under contracts for future services. Nonetheless, especially in high-volume, single-source service relationships with service vendors, there are a number of steps a funding source can take to reduce the risk of litigation and to factually bolster its position should litigation ensue.

1) Take into consideration the added benefit that comes with being an 'assignee' of a service vendor, rather than the original payee under the contract. 'Hell or high water' and 'waiver of defenses' clauses may be the 'belts and suspenders' of receivables financing, but the benefits of 'waiver of defenses' clauses are only available to assignees of the original payee. The express statutory authority of UCC '9-403 applies only to the assignee (' … an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee'). Absent an assignment, if a funding source serves as the original payee under the services payment contract, its sole refuge resides in the enforceability of the 'hell or high water' clause ' a protection that is statutorily enforceable with respect to non-consumer finance leases of equipment, but that may be subject to attack in financing other types of receivables, such as service payment obligations. The success of any attempt to make a service customer's direct payment obligations truly hell-or-high-water by making them completely 'independent' of the obligation of the original payee/service vendor to provide the contracted services, would appear to be far less certain under current law than the certainty afforded by indirect financing of service payment obligations by an assignee. Thus, to the extent that a non-assignee funding source may be tainted by the vendor's failure to perform its service obligations, notwithstanding the existence of a 'hell-or-high-water' clause, a funding source serving as an original payee under a services contract may have significant exposure to the customer. In a non-assignee context, therefore, funding sources should be mindful of the degree of control or influence they have over the true service provider and its relationship with the customer, whether through a joint venture or a 'co-branded' financing arrangement (also known as 'semi-private label' or 'quasi-private label' finance programs).

2) Undertake reasonable and documented due diligence on the service vendor's historical performance of its service obligations, including: a) creating a written record showing a reasonable basis for concluding that the vendor can and will perform its service obligations as promised under its extended term service agreements, and b) preparing a written appraisal or evaluation of
the types of service fees, in order to confirm whether the amounts being charged for such services are commercially reasonable for such services, given the customer's creditworthiness (i.e., ensure that the vendor does not set unjustifiably high, off-market rates for one customer, and much lower rates for comparable customers receiving comparable services, as became an issue in the Norvergence cases).

3) Obtain an indemnity from the service vendor for claims and defenses raised by customers in connection with the vendor's nonperformance. In order to give the service vendor a continuing financial incentive to perform its service obligations under its contract, consider holding back a portion of each financing, the payment of which is made contingent upon the vendor's satisfactory performance over a specified period. To give the funding source more leverage in its collection efforts, obtain an agreement that the vendor will (upon notice by the funding source) cease providing services to a customer upon the funding source's request, if (and so long as) the customer fails to make any payments to funding sources when due under the services payment agreement, and require the vendor to include its right to withhold services for nonpayment in the underlying service agreement.

4) Obtain a notice of assignment (or estoppel certificate) executed by the customer, confirming the key facts of the transaction (or, at the very least, obtain telephonic oral confirmation from the customer of such key facts). For example, such notice or confirmation could confirm: a) the amount and timing of payments to be made under the service agreement; b) that the customer has not prepaid for any of the services; and c) that, to date, the customer has received all of the expected services in a satisfactory manner.

5) Consider making the hell-or-high-water, choice of forum, severability, and waiver of defenses clauses 'conspicuous' (and/or separately acknowledged or initialed by the customer) in the services payment agreement and/or in a separate notice of assignment.

6) Select a reasonable forum for dispute settlement of small- to middle ticket-agreements, so that a customer cannot validly argue that the service vendor made it so difficult and inconvenient that the customer is, for all practical purposes, deprived of its day in court.

7) Institute a systematic approach to communicate service complaints received by the funding source's collections and customer service staff, to ensure that additional transactions are not funded if an abnormally high number of service-related complaints is received.

Of course, while the foregoing list of actions is far from complete, these actions should, if followed, provide a solid foundation for protecting and enforcing a funding source's interests in financing payments for future services. This will help ensure that funding sources as assignees of service vendors can fully utilize the legal protections under case law and the UCC for enforcing hell-or-high-water payment obligations under contracts for future services.

Raymond W. Dusch is a senior attorney with the law firm of Schulte Roth & Zabel LLP, in New York, and has been involved in equipment leasing and financing for more than 27 years. He can be reached at [email protected]. Marc L. Frohman is associate general counsel with De Lage Landen Financial Services, Inc., which provides asset-based financing products to help manufacturers, vendors, and distributors market goods and services in Europe, the Americas, Asia-Pacific, Australia, and New Zealand. He can be reached at [email protected].

The primordial cornerstone of financing equipment lease receivables has been the ability of funding sources to rely on the enforceability of two related provisions contained in the underlying lease documentation:

1) 'Hell or high water' clauses, where the lessee agrees that its payment obligations under the lease are 'absolute and unconditional' and are not subject to any defense, setoff, or counterclaim that the lessee may have against the lessor, its assignee, the manufacturer or seller of the equipment, or against any person for any reason whatsoever ' essentially, it agrees to pay 'come hell or high water.'

2) 'Waiver of defense' clauses, where the lessee 'agrees not to assert against an assignee' of the lease payments, any defenses, setoffs, or claims it may have against the lessor, as the original payee under the lease.

What happens, then, if the underlying contract is not principally a lease of equipment, but involves primarily (or exclusively) an arrangement by a service-provider (the 'service vendor') to provide future services (for training, maintenance, or software services, etc.) over an extended period of time? To the extent that services payment contracts require periodic payments by the recipient of the services (the 'customer'), the service vendor may seek to either: 1) sell the payment stream to a third-party funding source/assignee (the 'funding source') or 2) pledge these payments to (and borrow against them from) a funding source. If so, the funding source will need to know that the 'hell or high water' and 'waiver of defenses' provisions built into the services payment contract are enforceable.

This article examines the support under the Uniform Commercial Code ('UCC') and case law for the enforceability of 'hell or high water' and 'waiver of defenses' clauses in connection with the financing of payments for future services, and it suggests some due diligence and contractual protections that may be employed to reduce risk in financing future service payments.

Support under the UCC

The 'hell or high water' clause, a creature of the common law of equipment leasing, was given statutory recognition in '2A-407 of the UCC, which provides hell-or-high-water protection to a lessor under a 'finance lease' by making the lessee's obligations 'irrevocable and independent' of the lessor's obligations under the lease contract merely upon the lessee's acceptance of the leased goods. UCC '2A-508(6) likewise restricts a lessee's rights of setoff in a hell-or-high-water finance lease. These protections apply, however, only to non-consumer finance leases, which require, among other things, that the lessor not also be the supplier of the goods being leased (See UCC '2A-103(g)). There is, however, no comparable UCC provision offering hell-or-high water status to original payees in transactions for future services, even if the original payee is not directly supplying the services being provided.

Fortunately for service vendors and their funding sources, the enforceability of a 'waiver of defenses' clause with respect to the financing of payments for future services by an assignee/funding source of the payee is expressly supported by '9-403 of the UCC (enacted as part of Revised Article 9 of the UCC in 2001). This section states that 'an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor' is generally enforceable, provided that the assignee takes the assignment for value, in good faith, and without knowledge of any claims or defenses. Under revised '9-102 of the UCC, an 'account debtor' includes 'a person obligated on an account,' and an 'account' expressly includes 'a right to payment of a monetary obligation, whether or not earned by performance … for services rendered or to be rendered …' Section 9-403 applies equally whether the 'assignment' constitutes an outright sale of the underlying account for future services, or the grant of a security interest in the account. Consequently, the UCC expressly anticipates the financing of payment obligations for future services, and the enforceability by assignees of 'waiver of defenses' clauses agreed to by account debtors for such services.

Case Law Support

While the enforceability of 'hell or high water' and 'waiver of defenses' provisions in the context of equipment leasing cannot be quibbled with, there are no published court decisions under Revised Article 9 of the UCC directly addressing the enforceability of either provision in the context of an assignment of payment obligations for future services yet to be performed. Nonetheless, decisions upholding the enforceability of 'waiver of defenses' and 'hell or high water' provisions in the more traditional context of equipment lease transactions are instructive.

In a 1991 case that involved the assignment of a master lease of a mainframe computer system, for example, the U.S. Court of Appeals for the 10th Circuit in Colorado Interstate Corp. v. CIT Group/ Equipment Financing, Inc., 993 F.2d 743 (10th Cir. 1991), enforced a standard 'hell or high water' clause, focusing on two important public policy justifications. The clause in question stated: 'This Master Lease is a net lease and Lessee agrees that its obligations to pay all Basic Rent and other sums payable hereunder (collectively, Rent), and the rights of Lessor and Assignee in and to such Rent, are absolute and unconditional and are not subject to any abatement, reduction, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Lessee may have against Lessor, Assignee, the manufacturer or seller of the equipment, or against any person for any reason whatsoever.' 993 F.2d at 745. The two public policy justifications focused on by the court were:

1) Parties' right to freely contract. Absent fraud or deceit committed by or otherwise 'known' by the assignee, sophisticated and well-represented parties 'are given broad latitude within which to fashion their own remedies for breach of contract … It follows that contractual limitations upon remedies are generally to be enforced unless unconscionable.' Id. at 748.

2) The commercial necessity of such provisions, finding 'hell or high water clauses' essential to the equipment leasing industry. '[I]t is by means of these clauses that a prospective financier-assignee of rental payments is guaranteed meaningful security for his outright loan to the lessor. Without giving full effect to such clauses, if the equipment were to malfunction, the only security for this assignee would be to repossess equipment with substantially diminished value.' Id. at 748.

Other courts have held similarly, based in part upon a commercially acceptable 'allocation of the risk' of nonperformance to the lessee who selected the equipment, instead of the risk being assumed by a good faith assignee for value that merely provides financing for the benefit of the lessee. For instance, in Benedictine Coll. Inc. v. Century Office Prods., Inc. , 853 F. Supp. 1315, 1324 (D. Kan. 1994), the court held that when the lessee agreed to terms of a lease containing a 'hell or high water' clause, it agreed to continue making rent payments despite any claim it might have against the lessor or the lessor's assignee, and it expressly assumed risk of lessor's nonperformance . Moreover, the court in Philadelphia Savs. Funds Soc. v. Desert Mortgage Corp. , 632 F. Supp. 129, 136 (E.D. Pa. 1985), held that '[T]hese clauses are essential to the equipment leasing industry. To deny their effect as a matter of law would seriously chill business in this industry …'

Similar public policy concerns apply in the context of financing payment obligations for future services. Funding sources will not purchase or otherwise finance payment obligations for future services without confidence that contractual 'hell or high water' and 'waiver of defenses' provisions will be enforced against account debtors. Indeed, the argument for enforcing such provisions in the context of financing payment obligations for future services is even stronger than in the context of equipment leasing since, in a service agreement, absent any special rights granted by the service vendor to the finance company in a separate agreement, upon the customer's default the finance company will have recourse only to the customer's general credit and, in contrast to an equipment lease, the finance company will not have a security interest in hard collateral that can be liquidated to mitigate its losses.

The authors are aware of only one case that might cast doubt on the enforceability of waiver of defenses clauses in the specific context of the financing of payment obligations for future services ' Suburban Trust and Savings Bank v. Univ. of Delaware , 910 F. Supp. 1009 (D. Del. 1995), in which the court denied an assignee's attempt to enforce a 'waiver of defenses' clause with respect to the assignment of payments under a computer maintenance services contract. However, there are several reasons why Suburban Trust should have no precedential value today:

1) The 'waiver of defenses' clause was construed under the former UCC '9-206 (which was expressly limited to 'buyers and lessees,' which the court further limited to the sale of goods, and not services), rather than revised UCC '9-102 and '9-403, which substantially broadened the applicability of 'waiver of defenses' clauses to include 'account debtors' with respect to 'services … performed or to be performed' in the future.

2) Rather than truly analyzing the enforceability of 'waiver of defenses' with respect to services payment contracts, the court relied upon a thinly veiled unconscionability line of reasoning; and

3) No other court has relied on the Suburban Trust decision for a similar holding, and at least one case, also construing the pre-revision UCC, has expressly called the holding into question. See Brookridge Funding Corp. v. Northwestern Human Services , 175 F.Supp.2d 355, 363 (D. Conn. 2001) (refusing to follow the Suburban Trust court's reasoning, and holding that the waiver of defenses clause could be applied to the waiver executed by the lessee in that case).

Conclusions and Recommendations

By following the strictures of revised UCC '9-403, and provided that unconscionability is not at issue, funding sources have good reason to rely on the enforceability of 'waiver of defenses' clauses when financing payment obligations under contracts for future services. Nonetheless, especially in high-volume, single-source service relationships with service vendors, there are a number of steps a funding source can take to reduce the risk of litigation and to factually bolster its position should litigation ensue.

1) Take into consideration the added benefit that comes with being an 'assignee' of a service vendor, rather than the original payee under the contract. 'Hell or high water' and 'waiver of defenses' clauses may be the 'belts and suspenders' of receivables financing, but the benefits of 'waiver of defenses' clauses are only available to assignees of the original payee. The express statutory authority of UCC '9-403 applies only to the assignee (' … an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee'). Absent an assignment, if a funding source serves as the original payee under the services payment contract, its sole refuge resides in the enforceability of the 'hell or high water' clause ' a protection that is statutorily enforceable with respect to non-consumer finance leases of equipment, but that may be subject to attack in financing other types of receivables, such as service payment obligations. The success of any attempt to make a service customer's direct payment obligations truly hell-or-high-water by making them completely 'independent' of the obligation of the original payee/service vendor to provide the contracted services, would appear to be far less certain under current law than the certainty afforded by indirect financing of service payment obligations by an assignee. Thus, to the extent that a non-assignee funding source may be tainted by the vendor's failure to perform its service obligations, notwithstanding the existence of a 'hell-or-high-water' clause, a funding source serving as an original payee under a services contract may have significant exposure to the customer. In a non-assignee context, therefore, funding sources should be mindful of the degree of control or influence they have over the true service provider and its relationship with the customer, whether through a joint venture or a 'co-branded' financing arrangement (also known as 'semi-private label' or 'quasi-private label' finance programs).

2) Undertake reasonable and documented due diligence on the service vendor's historical performance of its service obligations, including: a) creating a written record showing a reasonable basis for concluding that the vendor can and will perform its service obligations as promised under its extended term service agreements, and b) preparing a written appraisal or evaluation of
the types of service fees, in order to confirm whether the amounts being charged for such services are commercially reasonable for such services, given the customer's creditworthiness (i.e., ensure that the vendor does not set unjustifiably high, off-market rates for one customer, and much lower rates for comparable customers receiving comparable services, as became an issue in the Norvergence cases).

3) Obtain an indemnity from the service vendor for claims and defenses raised by customers in connection with the vendor's nonperformance. In order to give the service vendor a continuing financial incentive to perform its service obligations under its contract, consider holding back a portion of each financing, the payment of which is made contingent upon the vendor's satisfactory performance over a specified period. To give the funding source more leverage in its collection efforts, obtain an agreement that the vendor will (upon notice by the funding source) cease providing services to a customer upon the funding source's request, if (and so long as) the customer fails to make any payments to funding sources when due under the services payment agreement, and require the vendor to include its right to withhold services for nonpayment in the underlying service agreement.

4) Obtain a notice of assignment (or estoppel certificate) executed by the customer, confirming the key facts of the transaction (or, at the very least, obtain telephonic oral confirmation from the customer of such key facts). For example, such notice or confirmation could confirm: a) the amount and timing of payments to be made under the service agreement; b) that the customer has not prepaid for any of the services; and c) that, to date, the customer has received all of the expected services in a satisfactory manner.

5) Consider making the hell-or-high-water, choice of forum, severability, and waiver of defenses clauses 'conspicuous' (and/or separately acknowledged or initialed by the customer) in the services payment agreement and/or in a separate notice of assignment.

6) Select a reasonable forum for dispute settlement of small- to middle ticket-agreements, so that a customer cannot validly argue that the service vendor made it so difficult and inconvenient that the customer is, for all practical purposes, deprived of its day in court.

7) Institute a systematic approach to communicate service complaints received by the funding source's collections and customer service staff, to ensure that additional transactions are not funded if an abnormally high number of service-related complaints is received.

Of course, while the foregoing list of actions is far from complete, these actions should, if followed, provide a solid foundation for protecting and enforcing a funding source's interests in financing payments for future services. This will help ensure that funding sources as assignees of service vendors can fully utilize the legal protections under case law and the UCC for enforcing hell-or-high-water payment obligations under contracts for future services.

Raymond W. Dusch is a senior attorney with the law firm of Schulte Roth & Zabel LLP, in New York, and has been involved in equipment leasing and financing for more than 27 years. He can be reached at [email protected]. Marc L. Frohman is associate general counsel with De Lage Landen Financial Services, Inc., which provides asset-based financing products to help manufacturers, vendors, and distributors market goods and services in Europe, the Americas, Asia-Pacific, Australia, and New Zealand. He can be reached at [email protected].