ARTICLE

There are assumptions behind every AI platform’s answer to our questions. AI tools don’t identify the assumptions as a standard practice. That’s why it’s critical to ask about the premises used to generate the answer.

CONTRACT LESSON

A notice of claim provision can decide whether an indemnity protects you once a third party sues. In this lesson, Emily Logan Stedman and Brian Chang explain what triggers the duty to give notice, how many days the indemnified party has to give notice, what the notice must include, and what happens when notice arrives late. Emily speaks for the indemnifying party, and Brian speaks for the indemnified party. The lesson includes a 14-minute video and a three-page PDF checklist.

FREE CONTRACT TRAINING

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FROM OUR SPONSOR

This guide from Spellbook, our sponsor, explains the four phases of contract compliance: drafting, execution, monitoring, and renewal. It covers how to set up a compliance framework, which metrics identify compliance gaps, and where compliance programs tend to fail. It also explains how drafting choices affect obligation tracking and enforcement after signing. The full guide is available as a PDF download.

Read the guide and download the PDF from Spellbook →

CONTRACTSCON 2026

Join us in Philadelphia on October 13-14, 2026, or virtually on October 21-22, 2026, for two days of contract training with speakers in costume, practical sessions, and a room full of people who negotiate contracts for a living.

Find out more about ContractsCon and get your ticket →

MEME OF THE WEEK

Sales: Our customer said the contract was too long, so I had ChatGPT cut it down to three pages. They loved it!

Me: But it deleted the warranty disclaimer, the liability cap, and the payment terms.

Sales: Sure, but those are the parts customers always complain about. This way they sign before the end of the quarter. No need to thank me for doing your job.

Me: 😭😭😭

#TheContractStruggleIsReal

CONTRACT TIP

This contract tip is about customizing your service levels and performance metrics for your SaaS vendor contracts.

So much of contract drafting is about making sure the terms match the parties’ needs and the transaction’s risks.

This principle is especially true when selecting service levels. We need to include service levels that reflect the customer’s priorities, not just which service levels are the most common. Customers cannot always dictate service-level options. With larger platforms, you get what you get. But even then, we must understand our customer’s needs to invest our negotiating currency into securing the best terms possible for the more important ones.

I have seen so many lawyers fight hard for uptime guarantees for SaaS agreements at the expense of other metrics that were strategically much more important for this particular platform.

Let’s say a customer is looking at a platform that will be used infrequently and without any particular urgency. A six nines uptime (99.9999%) may not even be a concern for this customer. They may be OK with just three nines (99.9%). But what they may REALLY need is processing speed. It may kill the team’s productivity if each transaction takes too long to process. In this case, a great uptime is meaningless because transaction processing speed is everything.

To figure out the right service level, think about the service and what could go wrong. Not just the big end-of-the-world-as-we-know-it disasters, but the mini-disasters and inconveniences that make using the product so much more challenging or more expensive.

Build service levels around what matters to this business for this service, not just common metrics that matter to others. Of course, to do that, you have to understand the customer’s priorities and vision for this product. But we need to know that for every contract, don’t we?

What other insights or advice would you add about service level selection?

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If you prefer training events, I hope you’ll join us at ContractsCon, our annual contract training extravaganza. We’ll be in Philadelphia on October 13-14, 2026, and virtually on October 21-22, 2026. The training is sophisticated, the speakers’ costumes are ridiculous, and the connections are real. Click here to learn more about ContractsCon 2026 in Philadelphia.