The role of an in-house commercial lawyer has unique challenges and nuances.

In this module, Laura will introduce you to the critical mindset and practical realities to set you up for success. She will cover:

• Different approaches companies have to this role
• Understanding the context of this role in your company and industry
• Differences from working on commercial contracts from other roles, including working on contracts at law firms or working in in-house roles handling litigation, regulatory, and other practice areas
• How in-house commercial counsel support the business
• How in-house commercial counsel protect the business

Anyone new to working as an in-house commercial counsel have to learn how things work – who does what, who is responsible for what, what are the rules and processes for getting things done.

In this module, Laura will explain these different elements that impact how you do your job. She’ll be talking about:

• How to work with your internal stakeholders, including your manager, your business leads, your technical team, your internal experts, and your contract managers and paralegal
• Understanding your counterparties' priorities and business goals
• What contract and operational policies are and how they affect your work
• Learning your business procedures that your business uses, including processes around issuing purchase orders, managing contracts and amendments, and decision-making for all types of documents

Our jobs as in-house commercial counsel is all about the contracts and documents that support the sale, purchase and license of products and services.

In this module, Laura will walk you through all the different types of documents and contracts you’ll encounter and explain how to approach, review and draft them.

• Understanding the different types of documents that are used before the contract, including NDAs, term sheets, credit applications, proposals, quotes, and RFPs
• Figuring out the deal so that you can figure out the template and initial review and drafting needed
• Understanding your company’s approach and systems for review and editing agreements, including the role of playbooks, training, risk management, and internal decision-making approaches
• Decisions about which form to use and when to accept a counterparty’s form instead of using your own
• How to review a counterparty’s template and balancing the sea of redlines with what is good enough for this deal
• What is a typical approaches for NDAs, purchase orders, Master Service Agreements with Statements of Work, Digital Subscription and SaaS contracts, and Equipment Purchase Agreements

Deciding how to approach a negotiation is a complex process dependent on many different factors from the kinds of contracts you manage, time available, support teams available, sophistication of deals, and if you are driving the deal.

In this session, Laura will explore negotiation approaches used by commercial contracts lawyers in-house.

• Typical negotiation process for non-disclosure agreements, standard purchase orders, signed agreements for goods and services, and digital contracting
• Managing internal stakeholder input and decisions and how to keep deals from going off track or too far from their priorities and goals
• Dealing with internal stakeholder challenges and issues, including inexperienced clients, unskilled know-it-alls, not-my-job responsibility abdicators, flailing risk-takers, angry and combative types, and those unable to make decisions
• Handling counterparties and discussions at different stages of the deal, such as before you send the redline to the other side, before your first call, In the first two minutes of your first interaction
• Learning how to read the cues and truly listen to what they are telling you
• Managing conflict and stalemates, provision-specific negotiating advice covering parties and recitals, definitions, ordering processes, product specifications and scope of work, warranty scope and remedies, ip licenses and ownership, payment, including setoff and late fees, term and termination, indemnification, limits of liability, and boilerplate

• Everything that goes into preparing execution versions of your contracts
• Managing compliance with your signature and approval processes
• Identifying issues depending on the company's approach to its contract depository
• Important steps for managing amendments
• Understanding the role of change orders for your business

Disasters – Force Majeure

• Deciding when to claim force majeure, or how to respond to your counterparty's claim
• Timing considerations on when to send or approve a claim
• Strategies for managing risk related to force majeure

Disagreements 

• Managing the first phase when your company has performance problems
• Communication strategies internally and with counterparties
• Managing privilege and concerns about creating records
• When to send the notice of default
• Creating a paper trails and records
• Document any counterparty actions contributing to your problems
• Thinking through your notice of default letter