Interview with Maureen Heisinger: "Be kind to yourself when working with contracts"

how i contract interview Jul 05, 2023

We have had the great pleasure to interview Maureen Heisinger, Associate General Counsel at Eagle View and a How to Contract member. Maureen has been working with contracts for 21 years!

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!

Maureen, 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?

I was working as an implementation specialist for a benefits administration firm after having previously worked as a benefits administrator. I was responsible for the customization of the company’s proprietary systems for the administration of each client’s 401k plan.

I would write the specifications for our programming team, create all testing plans, test all custom programs, and train the users before the live rollout.

Even though I was responsible for project planning and execution for each system customization, I usually was not consulted internally until after the contracts and scope of work documents were already signed and negotiated.

That caused a number of issues because often what was agreed to in the contract was not possible in the timeframe or for the budget agreed upon.

After having to explain both multiple times to internal stakeholders and clients that what was agreed upon in the contract needed to be amended to fit what was actually possible, I asked to be involved much earlier in the process and that is where my interest in contracting arose.

Shortly after that, I decided to go to law school full-time and focus on commercial transactions. While I was in law school, I interned in the legal department of that company primarily reviewing and negotiating NDAs, HIPAA agreements, and scope of work documents for existing master agreements.

All in all, I have been working with contracts for 21 years (beginning my 2nd year of law school).

Let’s move to the topic we all love — contracts. What should you do on day one of working with contracts?

When I started working with contracts and whenever I have switched employers, I first review any existing contract templates they use and note any provisions that I have questions about or would write differently.

I then review some of their existing client and vendor contracts and meet with a member of the company’s contracting/legal team to discuss their templates and the contracts they have negotiated to learn what is most important to the company.

What shouldn’t you do on day one?

Don’t say "This is what we did at my previous employer or what I learned at law school, we should do things this way..."

What you did elsewhere or what you learned in school might be the best way to do something, but you need to find out why the company/client you are working for is doing it differently first.

They likely have a good reason for their approach and if they don’t, you will likely want to discuss options to see what is best for their business needs.

What is the best way to learn the business you represent? Could you please share specific steps?

Ask questions of the operations, sales, and finance teams.

When first learning a new business, I usually set up a quick call with the primary internal point of contact for the deals I am assigned and start with the following question:

"What do you need this contract to accomplish?"

That then leads to asking questions about the specific services or products that are involved and the commercial terms, enabling me to learn along the way.

I then ask what if any issues they might have run into with prior deals for similar services or products in the past or if they have any specific concerns.

I also engage in some general conversation with the internal point of contact asking about them and their background and giving them some information about me.

I also ask if they would be willing to share with me in the future their knowledge about the products and services the company sells or purchases, the way the company generally operates, key people internally that I should get to know, and what they have found that works well and what hasn’t.

How can you add value as a new contract lawyer or professional working in-house?

Keep an open mind and try to understand why things were done a certain way previously, but understand that what worked previously likely will not work in every situation.

The key is understanding and even more importantly being able to explain the provisions of the contract to your company’s internal stakeholders so that an informed decision can be made on whether or not to move forward or walk away from a potential contract.

What is the best strategy to build a successful career in contracts?

Building personal relationships with people by being genuinely interested in helping them succeed, asking questions, and listening to their perspectives and concerns.

What are the top five skills you need to work on to become great at contract drafting and negotiation?

In no particular order:

1) Curiosity/desire to keep learning about both changes in applicable laws and developments in the business(es) you are supporting.

2) Willingness to engage in reasonable compromise as opposed to needing to win every point. Understanding that negotiations aren’t a competition, even though they can feel that way.

I like to think of them as two sides joining together to get out of an escape room as quickly as possible as opposed to a baseball or football game where each team wants to dominate the other.

Sometimes negotiations between parties get heated or frantic or one or two people try to dominate. But it works much better if people keep calm, act professionally/politely, think about the details, share ideas, and work together to meet the goal.

3) Communication skills. Clear communication of requested contract changes, your reasoning/concerns driving your changes, and the timing for the next steps and finalization of a contract. Sending redlines with clear explanatory comments and then hearing nothing beyond an acknowledgment of receipt from the other side for weeks or in some cases months, is problematic.

Even if you aren’t sure of exactly how much time it will take to review, revise, and discuss internally, at least explain the next steps your side will need to go through and the estimated time it will take for those steps.

Having the ability to cut through any legalese and communicate the meaning and risks of various contract provisions in plain English to the business stakeholders you are working with is also important.

4) Organization and planning skills. Have a plan for how you will attack each contract review and negotiation. Try to plan out your work days and week, building in time for urgent/unexpected issues that arise to help avoid burnout and maintain a healthy work/life balance.

5) Self-awareness. Know when you need to: research the law or reach out to a subject matter expert, bounce ideas off your colleagues regarding a particular provision or negotiation point, or take a brief break or end a call/meeting because the other side is being rude or unprofessional or because you are acting unprofessionally as a reaction to the other side’s reasoning or behavior.

If you reflect and pay attention to how you are thinking (clearly or not) and feeling (both emotionally and physically) and take steps to keep yourself in a good state, it will pay dividends.

What mistakes should new contract lawyers and professionals avoid when working with contracts? If you have a story to share, please do :)

My big four are:

1) If you don’t fully understand the purpose of a contract you are working on or a particular provision within the contract, ask questions until you do understand.

Ask your internal stakeholders about the products, services, commercial terms, or the other side if they drafted a provision or provided reasoning that doesn’t make sense to you.

Too often the fear of appearing inexperienced or not knowledgeable results in mistakes that might not be readily apparent to you if you don’t fully understand the deal or the other side’s reasoning.

2) Avoid blindly copying and pasting provisions from existing templates or contracts without determining if they fit the deal you are working on.

Tailor the contract, your redlines, and responses to redlines to the deal. This goes hand in hand with fully understanding the deal and the other side’s requests/reasoning.

3) Be realistic about the time you will need to complete the contract reviews, drafts, or negotiations in relation to the deadlines requested by your internal stakeholders or the other side.

When you are starting out or starting at a new company, it will often take longer than you think to complete assignments. Everyone wants to get contracts completed ASAP, but if you realistically need more time to get a request completed, speak up when you first get the assignment request rather than miss the requested deadline and then have to explain/apologize afterward.

Often talking through the timing issues at the start will result in the requester agreeing to adjust the time frame, not always but more often than not it helps.

If you need assistance prioritizing assignments to meet the competing deadlines, ask your manager to help you. They will likely have a better idea of what is most important or who should make the decision if competing deadlines come from different departments.

If you give a realistic time frame for completing something at the start, no one will complain if you get it done earlier. But if you miss an unrealistic deadline that you didn’t object to or warn others that you might miss in advance, eventually people will complain and it will reflect badly upon you.

4) Read through all documents, policies, and provisions incorporated into a document by reference (including all hyperlinks) as well as any specifically cited laws and regulations, which you are not familiar with. This will ensure your company’s ability and willingness to comply with such documents, policies, provisions, laws, or regulations.

What should you do after you made a mistake in a contract? Could you give an example of a specific wording you would use to inform others about that mistake?

Inform your manager/internal stakeholders of the mistake as soon as you realize it was made.

Then identify, if possible, potential ways to correct or mitigate the mistake.

Then discuss the potential corrections or mitigations with your manager/internal stakeholders.

Then approach the other side as necessary to either update the contract prior to or discuss amending if the contract is signed.

Now let's talk about the specific wording you can use.

For internal use:

"After additional review of the [contract name] on [Date], I discovered the following mistake [description of the mistake]. If we do not correct this mistake, we will be exposed to the following risk(s): [explain the risk(s)]. Here are some potential steps we might take to correct or mitigate the risk(s): [explain each option and the likelihood the other side might agree to each option]. I would recommend option [indicate option]. Please let me know by [Date] how you want to proceed regarding this mistake's potential correction or mitigation."

What is your #1 contract management tip?

Don’t slow deals down by only accepting your ideal or perfect provisions/contract regardless of how they impact the other side. Keep everything moving by shooting for a realistic deal that is reasonable and fair for both sides.

Write fair contract templates to the extent possible.

Why?

The golden rule is to treat people how you would like to be treated.

So unless your company has a strict policy regarding no changes to certain contract provisions, think about what you would find fair from the other side’s perspective as a starting point. Then adjust your position to reasonably mitigate your company’s risk while achieving their commercial objectives.

What are the steps you can take to speed up working with contracts without sacrificing quality?

If possible, have an internal meeting to discuss your initial review/redline/response of any contracts to determine what your internal stakeholder team is willing to compromise on and accept and what terms to push back on and consider deal breakers before engaging in negotiations with the other side.

Hold training sessions for sales and business development (anyone internally interested) on your company’s templates, the types of provisions that will require negotiation, and your company’s concerns regarding such provisions.

What are the top three things contract lawyers and professionals need to pay attention to when working in a team?

1)That everyone communicates changes to the deal or timing for the next steps or execution of the contract, the current status of negotiations, and any unusual/unexpected risks that would result from agreeing to specific provisions would entail.

2) Ensuring that all necessary stakeholders are involved in the review of the contract provisions relevant to their departments. Sales may not want to slow down the deal or realize they should loop in other departments such as IT, HR, Finance, etc. as needed to confirm that the company wants and is able to comply with certain provisions of the contract.

3) That within the legal team, you look out for each other, offering to help out/cover if someone is overwhelmed, has to be out, or can’t make a call/meeting. Be available to bounce concerns and thoughts off each other. Be open about mistakes you have made in the past and how you addressed them to help your colleagues avoid the same mistakes. Be more comfortable with owning up to mistakes they might make.

What is the one burning question you had when you started working with contracts and how would you answer it now?

How do new contract templates get created?

They get created when it becomes apparent that multiple deals where it makes sense to have essentially the same legal terms will occur.

A point person for the template creation should be appointed and meet with the internal stakeholders to determine their needs. They they create an initial draft for review by others on the legal/contracting team, have a call to discuss internally and make revisions based on legal/contracting team input. After that, they do a template draft review with other internal stakeholders followed by final updates and rollouts.

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

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.

Thank you very much, Maureen!