Eight not-so-obvious contract tips for lawyers

"If you could give just one contract tip, what would that be?"

That's the question we've been asking experienced lawyers as part of our How I Contract interview series.

In this blog post, we've collected some of their answers to inspire you and show you how to get better at contract drafting and negotiation.

Take time to understand the business

“Know how each clause relates to your business, whether it’s a business aim (payment terms = bringing in revenue) or why you’re entitled to take a certain position on risk allocation (indemnity caps = you don’t actually process much data so risk to customer is low).

Contract management is about so much more than redlining — it’s about developing commercial acumen and becoming a great business partner.”

Sarah Irwin, General Counsel at Tines 

Understand the why behind the what

“Successfully negotiating contracts is not about knowing what terms your client wants or what terms the counterparty wants.

It’s about knowing why the parties are asking for what they’re asking for.

So if Company A wants to de-identify Company B’s data on its platform and Company B says we don’t want that in the contract, you’ll only overcome their objection by understanding why.

So, if Company B says they’re concerned about data confidentiality and privacy, you’ll take that reason and propose adding language that states that the right to de-identify Company B’s data is subject to the obligations of confidentiality and must be de-identified in accordance with applicable regulations.

Otherwise, you’re left making specious arguments like, “Our other customers agree to this.”

Foster Sayers, VP of Legal Operations at symplr

Kindness is crucial

“Be kind to yourself.

Understand that perfection likely won’t be possible.

You will make mistakes and feel overwhelmed occasionally.

But if you have cultivated good relationships and do your best while maintaining reasonable boundaries, all will be fine in the end.”

Maureen Heisinger, Associate General Counsel at Eagle View

Take your time

“Some agreements are difficult to read and understand.

If the agreement is hard to read, take a break and cut yourself some slack. 

Read it in chunks, or if you have time, over multiple days. 

And in reading through, keep mental notes on how you would write it better to learn from it if you were writing this agreement from scratch.”

Katharyn Owen, VP, Senior Counsel at Planview

Have fun

“Have fun and make friends with the other side. 

You can have hard conversations and support your organization while enjoying the negotiation.”

Jennifer Zador, General Counsel at Formstack.

Pay attention to your redlines

“Explain your redlines! This is your opportunity to persuade, inform, cajole – don’t lose it!” 

Michael Astle, Executive Director, Legal Affairs at Quotient Sciences

Pay heed to your definitions

“Mind your definitions, as these are the most important lever to determine if a clause, obligation, or other provision applies.”

Gabriel Lau,  ex-Senior Commercial Counsel, Vendor Activities and Strategic Sourcing at Quantcast

Your contract should reflect how the deal works

“If someone who does not know the deal does not understand how the deal works only by reading the contract, it means the contract is not addressing all the issues it should address.

To fix that, the first thing to do is not hide that from the stakeholders on your side of the transaction that will deal with that contract after it’s signed.

With that information in mind, these stakeholders will be able to anticipate any issues that may arise and try to mitigate that."

Pablo Mourente, Senior Legal Counsel at OVHcloud

What's your #1 contract tip?