Commercial contracts people, when did you feel totally comfortable negotiating contracts live with counterparty (sales on call) and how did you get to that point? Mainly talking about the more difficult terms like indemnities/liability etc.

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I think it comes with seniority. There’s a certain confidence you obtain from practicing longer. You feel like you don’t need to be perfectly spoken and can think on the spot, question the other side, and take things back. You are the attorney. Don’t get swept along.

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Sounds tedious. This is why you avoid commercial. Do m&a or securities

My primary practice in not commercials Ks ( it’s M&A) but I frequently lean in on deals when I have time and it’s something I’ve had to learn in the job. I would say it took be about 12 months to get comfortable — but when it comes to live negotiation it depends on the issue — and whether I need to get other stakeholder input.

One of the best pieces of advise I received early on in practice was to use silence to your advantage. Don’t be afraid to to pause and think on calls. A lot of people rush through and realize they solved nothing.

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it only took me a couple years but I also advise on IP, privacy, and other regulatory issues. use GPT to frame your points but once you do enough calls, you will generate talking points to all these issues.

for indemnities - most software vendors will only indemnify for IP infringement, look through the exclusions for that indemnity and confirm if those are agreeable. or they may try to limit the indemnity to only costs finally awarded, which means the indemnifying party would have an incentive to prematurely settle.

limitation of liability - most vendors will not agree to uncapped data breach so you will have to have a back and forth on a super cap, tailoring the multiplier of that cap,

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I’m a 7th year and mainly do product work but after our commercial counsel left this year I became lead commercial counsel in February as well (joys of a lean legal department). I also was an M&A and regulatory attorney at firms but was outside GC as well and would work on contracts in addition to those areas of practice.

I was apprehensive at first but now being 4 months into it and having no other choice but to take the lead I do well. I wouldn’t have been able to step into this role so easily as a junior.

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Those 2 topics are actually easier. It’s all about an appropriate balance of risk. Focus on the why’s, and make them articulate their position. If it’s just “we want it” (e.g. indemnity for 1st party breach of contract, uncapped from the LoL), it’s a lot easier to dismiss.

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