I recently got a new job at a startup. I have little to no experience in reviewing commercial contracts but the sales pitch was that they are going to bring my area of expertise inhouse and until then, I would learn and help with contract reviews. Initially I thought this would be a great opportunity but now overwhelmed & doubting if I made the right choice. Learning a new area is so hard(!!). Esp so b/c I still get recruiter reach out for opportunities that better fit my profile.

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Read David Tollen’s Tech Contracts Handbook and Charles Fox Working With Contracts. Short and practical primers to get you oriented. Ask other attorney friends if they can mentor you. Look at sets of standard terms and conditions of sale (public facing on websites) for comparable companies and you will start to see patterns in how they structure the terms.

It seems overwhelming at first but it just takes time, don’t give up.

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Thank you. I will look them up.

I have a broad corporate practice that is mostly M&A, but has a sizeable chunk of outside general counsel work and commercial contracts. The commercial agreements come in all shapes and sizes, but there are always core concerns that you learn apply across the board. The technical piece of it is super hard - I ended up doing a health care IT contract that was negotiated like a $100M M&A deal. Work closely with the business folks. You got this!

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Follow Laura Frederick and ContractNerds on LinkedIn.

Consider going to her "How to Contract" conference in Jan. That would be a great primer and it's like $400.

Cosign the Tech Contracts Handbook.

If you did M&A, you can do this!

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Just think back to your first SPAs and APAs and how overwhelming that was! I had the same experience as you. Just takes a little time. You’ll be fine. It’s good to refresh yourself on the process of learning something new. I second some of the other advice here. One clause and one type of contract at a time.

I did M&A in BigLaw, and recently negotiated a long-term commercial lease for my brother’s business. Not rocket science, but it was tough without knowing what’s market, etc. Thank goodness for the internet!

Also, I know several folks who swear by Practical Law. See if you can get that subscription expensed.

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Also, it will help to ask multiple folks in your new shop what risks they’re most worried about, and some of their horror stories about past contracts gone bad. If your startup is too new to have that kind of institutional knowledge, then try to network with in-house folks at similar companies. Find one or two friendlies you can ask questions, or even set up a monthly or quarterly roundtable/networking Zoom for “dumb questions, non-judgy answers.” And find an outside counsel or two with relevant experience who’s willing to help you “look smart” to your bosses and get up to speed. set up calls with them from to time on specific topics (with questions) or ask them to have an informal “Commercial Contracts 101” one-hour training call with you.

Just like you did on M&A deals, take a step back and think through the practicalities of the business relationship and what your company’s exposure is — especially worst-case scenario and most likely scenario.

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You can do it! My background is in Privacy. I joined a old start up some time ago and learned commercial contracts work. You’ll quickly learn what’s most important in the agreement to your company, and if you end up using your template, it’s even easier. When i was doing it, my biggest focus was always on the indemnities and liability cap. There’s obv more, but you can do it. Privacy may be a small part in totality of the whole deal - just depends on what services/products are being offered and jurisdiction applicability. Good luck!

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First, of all, what is your area of expertise? And it’s not all that hard to review contracts. I turned myself into being quite good at commercial leasing from being a bankruptcy litigator in not much time. Of course, that’s because I represented landlords and fought over commercial leases in the bankruptcy context. But why are you having such a problem on doing contract work? I’m not being hostile; I’m simply curious what you pre-in house area of practice was.

I did m&a, related corporate work and financing in previous roles. Tech industry is fairly new for me so the combination of lack of technical knowledge and learning new areas of privacy/data security have been overwhelming.
Also compared to corporate deals, which I am much more comfortable with, I do not like the feeling of not knowing what the xxx I am doing.

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You are catastrophizing here. commercial agreements are the easiest thing to learn and the amount of data privacy law you have to understand to argue about data use and protection clauses is very small.

I know an in house lawyer who openly admits he doesn’t know much beyond the basic technology components of what his company does. However, he has a set of requirements for each contracts and reviews for those, then discusses risks and concerns with the client. That’s it.

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