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Take a CLE on intro to contract negotiations. In practice: all that really matters is: (1) scope of engagement; (2) how much is paid and when it gets paid; (3) indemnity/insurance/limits of liability; (4) choice of law/venue if there’s theoretical anticipated liability m; and (5) confidentiality/IP/healthcare niche issues if the scope applies.
Cheat sheet: Clear scope of work; net x payment; reasonable insurance asks; indemnity proportionate to fault; consequential damages mutually waived and monetary damages capped at insurance limits; and law/forum per the location of services. That will get you to USUALLY a fair deal. Of course, if you have leverage and want to “win” the deal for the sake of winning the deal, you have plenty of room to negotiate.
Add in Privacy Issues/subprocessors and Data Processing Agreements. I’ve taken a few CLEs on acc.com Vendors and SAAS very helpful.
Look at the WILD provisions...Warranty, indemnity, limitation of liability, damages. That's typically a good place to start.
I walked into a company that had no tracking whatsoever. All the "templates" were outdated.
My advice is to start with a fresh document. Take bits and pieces of clauses you like and make your own template. As you do new agreements, take note of the redlines you get back from opposing counsel and incorporate into your draft.
Give it about 6-8 months (depending on how many you do per month) and you'll have a good foundation template.
And right to terminate.
Peruse EDGAR
For someone who is also new to this - May I ask how much time on you spend reviewing the average vendor contract? Just a ballpark guess? I’m worried I’m not spending enough time.
That is incredibly helpful. I am not spending enough time on the bigger partners but fortunately we still have zero leverage with all of them. Thanks!
Term/termination, price, volume requirements, exclusivity, MFN, COC/assignment, jurisdiction, restrictions like non competes/solicits, indemnities