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Speaking from the perspective of someone who negotiates many commercial contracts a week opposite companies, let me tell you that it is far more inefficient to keep using non-legal staff working off a playbook. They don’t know how to think like a lawyer, they don’t understand why what they’re doing is dumb, and they don’t have a sense of what the market is because the playbook is like the Bible to them.
Please involve actual lawyers on agreement review and make sure they actually connect with the business stakeholders who are driving the contract review from the operational side. I bet you’ll find your efficiency improves then in the aggregate due to negotiations taking way less time and taking way fewer rounds of back and forth.
Use the non legal staff for basic stuff like NDAs and contract management (renewal tracking, etc.).
Seems we’re saying the same thing. “basic” —> “run of the mill”. The issue becomes when the paralegal or “contracts administrator” tries to pseudo-negotiate provisions they have no business attempting to and slowing everything down.
I’m speaking from the perspective of representing tech vendors where your company is the customer. Negotiating your own customer contracts on your own form, sure use a paralegal and playbook.
Rising Star
Do you mean your own sales? You should just have a set of alternatives you are willing to accept and after that the answer is no. No escalations. Just nope, not going to give you X absurd modification.
Rising Star
Oof, yeah, government is a nightmare. Are you able to claim you sell COTS and they should take your terms rather than push their paper and modifications? You probably will want to take a look at the kinds of things that you have come up previously and the limits that you've been able to accommodate and build a more detailed playbook.
Not built out at all. No real process for escalations.
You should create an approval matrix that specifies who must approve what terms in the event favorable language cannot be negotiated. For commercial terms like payment, scope of work, etc. typically a VP of sales can approve. Non standard legal terms (like lol, indemnity, etc.) can be approved by either the legal attorney conducting the review or SVP/VP of sales. It’s basically up to the preference of the company you work for and how much say legal has in the approval process. The last company I worked for had business SvPs approving most nonstandard legal terms vs my previous company only would allow business SvPs and VPs to approve business/commercial terms. (Excuse the grammar-typing this on my phone)
Not at all. Our small team (2 sr legal counsel and GC) know what our risk profile is for liability, indemnities, etc and we all have the freedom to negotiate as we see fit. Major discrepancies get flagged to the GC and CEO for sign off (uncapp liability, etc). But we’re all experienced enough that we’re trusted to just get on with it.