Interview with Andy Dale: "Be kind and make friends with the other side"

how i contract interview Jun 26, 2023

We have had the great pleasure to interview Andy Dale, General Counsel and Chief Privacy Officer at OpenA.

This interview is part of the How I Contract interview series with experienced contract lawyers and professionals which aims to become a source of inspiration, support, and advice for new lawyers and professionals.

Dive in!

Andy, thank you for doing this interview! Let’s start by getting to know you a little bit more. Can you tell us a story about what brought you to this specific career path? How long have you been working with contracts?

I’ve been handling contracts from the early days of practicing as a lawyer.

I clerked for a judge and then joined a corporate firm doing NDAs, Service Agreements, and corporate governance/formation.

I went in-house to TD Ameritrade because I wanted to have an opportunity to meld business with the law. I had an incredible set of mentors there. Shout out to Joan Deoul, David Hale, Ellen Koplow, and others 🙂

I was the main lawyer handling the integration of a tech startup we acquired and I went to Chicago a lot to work with them. They had an incredible vibe of "work hard, collaborate, and get things done." They involved me deeply in all phases of commercial deals soup to nuts.

I learned that the lawyer can lean in and be a part of the thinking — not just the contract. It was invaluable and a lesson I hold on to today.

Let’s move to the topic we all love — contracts. What should you do on day one of working with contracts? What shouldn’t you do?

Everyone needs to work on NDAs. They are foundational. And you need to do them efficiently. They never go away.

(A message from How to Contract: if you want to become the go-to expert in NDA matters, check out our 2-hour transformative workshop on NDA Essentials).

One thing to avoid is arguing the law. Legal arguments alone rarely prevail.

You have to have a deep understanding of your business, the value, risks, rewards, and the roadmap.

Winning a clause or language debate is way more often about who can articulate why certain terms are truly needed or not.

What mistakes should new contract lawyers and professionals avoid when working with contracts? If possible, could you share a story behind such a mistake and how you handled it?

I think it is important to think about what the ultimate deal is and not just the language.

Write clauses so they can be understood, not with the aim of being “ironclad” or “bulletproof.” Those ideas are a fallacy.

Clarity and brevity wherever possible are really important in my opinion.

In the early days, I would use templates from past deals for new ones and did not spend the time to read everything, assuming that some older, more seasoned lawyer wrote it, so it must be right.

Not the case.

I went into a partner's office after sharing a version of an agreement and he asked me some very important business questions about the deal and the agreement - I had no answers.

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

Don’t ignore the Statement of Work, Order Form, Schedules, and other ancillary documents. They are really critical.

What is your favorite contract management tip? Why?

Onboard a good CLM immediately and create clear, simple reporting so you can show up like other teams: with data.

What is your favorite time management tip when working with contracts?

I try to knock out as much as I can in the initial review.

Then I let it breathe for a few hours or days as needed.

Often I have organic ideas pop up when I’m doing other things, cooking, or walking the dog.

Give it time.

What advice do you have for dealing with difficult counterparties?

99 times out of 100 you have more leverage than you think.

If someone is being difficult then just end the meeting or call.

Say something like: “This isn’t productive. I am going to meet with my team and see if we can move forward or not”.

It’ll often bring the temperature down.

Sometimes you need to signal that the lawyer’s difficulty is threatening the deal — call it out.

Can you name one thing every contract lawyer or professional should do every day to get better at contracts?

Talk through an issue with someone else.

Another POV is crucial - even on mundane or “settled” issues - you’d be surprised how many issues are not clear.

This is how Laura Frederick comes up w/ so many LinkedIn posts!

What advice would you give to your younger self when you started working with contracts?

Never be afraid to ask mentors for help.

You don’t have to know all the answers and asking for help is a sign of confidence in yourself.

What advice would you give to contract lawyers and professionals working in a team?

Laugh. Remember the crazy agreements, clauses, and opposing counsel.

Relax and enjoy — contracts are interesting but they are not the be-all and end-all.

I’ve seen parties do million-dollar deals over email.

Have you ever felt imposter syndrome when working on contracts? How have you been dealing with it?

100%.

Have good mentors to pressure test your ideas.

They will tell you like it is!

What advice do you have for managing the stress and work demands that come with working on contracts?

Candy.

Always, always, always have gummy candy nearby @ the end of a quarter.

What should contract lawyers and professionals do to stand out?

Be kind and make friends with the other side. I cannot stress this one enough.

I have made incredible relationships with lawyers on the other side of deals.

Shout out to Ami Rodrigues, Andrew Woods, Julia Shullman, Eve Filip, and Alexis Kirkman.

Could you share the biggest lesson you’ve learned while working with contracts?

Be brief and clear. No need to write complicated jargon.

What interview question would you like to be asked and how would you answer it?

Does pineapple belong on Pizza?

Yes. Anything belongs on pizza.

Thank you, Andy!