How to Make Your Boss Look Good When Reviewing Contracts

How to Make Your Boss Look Good When Working With Contracts by David Sclar for Contract NerdsAs an in-house counsel, you will likely be highly dependent on the relationship with one boss a level above you – as opposed to multiple law firm partners, for example. Whether you are revising a contract or performing other in-house lawyer tasks such as providing product counsel, an essential skill of an in-house lawyer is to look good by making your boss look good.  This article shares a few important techniques to keep in mind when you are reviewing contracts.

Keep up with product updates and industry standards that could affect your contracts

Your boss probably won’t have time to understand each granular product change or how it applies to your analysis of a contract or question from the business.  Your boss will rely on you to keep track of product developments, who decided them, when they are occurring, and their impact on client and vendor relationships.  Context is everything, so the product details really matter to how you mark up a contract.  A small change can alter the entire legal analysis or contractual risk. If you are on the sales side, then it is especially important that you understand the product or services your company is selling – and keep track of their updates.

Your boss will also rely on you to keep up with industry standards, and legal and regulatory changes that could affect contractual risk.  Read up on those changes – through industry blogs, client alerts from law firms, webinars, podcasts, etc.  These “macro” changes can influence what needs to go into a contract, how to comply with it, and how you negotiate provisions such as reps and warranties to comply with applicable laws, insurance required, the scope of audit rights, and appropriate liability caps.  Again, this context can substantially influence the legal analysis and how you approach contract redlines.

Know and match your boss’s risk tolerance and review contracts accordingly

As an in-house attorney, you are essentially an extension of your boss and your legal team as you work with other departments to review their contracts and provide both legal and business advice.  Therefore, it pays to know your boss’s style and risk preferences and take a similar approach (as long as you’re comfortable with it).

For example, if your boss wants to avoid legal jargon, use plain speech in your comments on contracts and your emails framing contractual issues for business partners.  If your boss feels strongly about certain contractual provisions, know which sections and which edits to prioritize. Likewise, if you observe your boss’s willingness to accept risk (or not), you can match your boss’s risk tolerance when giving advice in meetings your boss doesn’t attend or reviewing contracts your boss asks you to review independently.

Draft concise emails that frame issues, highlight recommendations, and provide context efficiently

A great deal of in-house work happens over email, especially when it comes to negotiating contracts.  Part of your job as in-house counsel is to send your boss concise, clear, and informative emails to keep them updated on your work progress and the happenings of the organization.  It is essential that your emails to your boss make clear your recommendation.  Do not stop at issue spotting.  Your boss (and everyone involved) wants a solution.  In the context of contracts, your boss wants to know how you plan to resolve negotiated issues, not just the positioning of each side.

Your boss also wants context.  They want to know things like: How did this contract come to the legal team?  What are the deadlines?  Who is involved, from which teams, and at what levels of the business?  Which clients are affected and are they significant sources of revenue, likely to get frustrated because of previous issues, or subject to an upcoming contract renewal?  What’s the reason this client is asking for a rushed review or insisting on using their template?

The challenge, of course, is to provide this context concisely.  Make sure your recommendations, solutions, and asks are clear and upfront.  If necessary, consider providing an appendix to your email with additional context.  That way, your boss can focus on the important items first and they have additional information available as needed.

If your boss prefers a meeting instead of an email, bring an agenda to make the meeting more efficient and productive, and consider sending that agenda to your boss in advance.

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Your job as an in-house lawyer is not only to be technically proficient, but also to make your boss (and your legal team) look good.  You’ll be well on your way with these strategies.

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  1. David, your post is fantastic! Contract review is necessary to ensure that all terms are fair, enforceable, and straightforward. As an in-house lawyer, you must draft a contract in plain English, so your boss knows what they are signing. Furthermore, when reviewing a contract, you must pay attention to all relevant portions, examine the default terms, confirm termination and renewal clauses, and understand the contract’s remedies provisions to ensure nothing is overlooked.

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