The First Six Documents You Should Read as a New Contracts Professional

During the first week of my new in-house role, my manager gave me an onboarding checklist.  This checklist included a number of items to acclimate me to the new role, most importantly the current slate of contract templates.  I am very glad that I took the time to review those templates in the first few days, rather than a few weeks later, since during my first week I received five new contracts to review. Welcome to being in-house!

Whether a company hires you as the first legal counsel, or adds you to a growing team as a contracts professional, your understanding of the current roster of legal documents will guide your strategic planning. And even more so, this list will expose any gaps.

I recommend getting a hold of and reviewing these six documents during your first week(ish). This list is not exhaustive but should cover most of your bases.

1. Contract Templates, Processes, and Examples

Contracts are the lifeblood of your legal or contracting department. In many ways, contracts tell the story of your business. Understanding them as they currently exist will allow you to understand that story and, perhaps, what needs to change for a more successful ending.

I recommend reviewing and analyzing your company’s standard contract templates (starting with the most common or crucial ones), contract review process SOP or workflow, and a sampling of executed contracts on both your paper and third-party paper.

You will likely find gaps and inconsistencies that you can fix as quick wins.  If your company doesn’t have templates or processes, then you know where you can begin with the contracts cleanup.

Below are a few categories of standard contract templates to begin with.

• Order form and Statement of Work (SOW)
• Employee Offer Letter / Intellectual Property (IP) Agreement
• Master Services Agreement (MSA) / Software-as-a-Service (SaaS) Agreement
• Non-Disclosure Agreement (NDA)

2. Pending Litigation or Regulatory Issues

Finding any current litigation or regulatory issues will focus your attention on the biggest fires. Outside counsel will likely (hopefully!) have a handle on these issues, so be sure to check in with them.  Here you can provide a level-headed, calm, steady hand for the company and show your value.  And then show how situations like this may be avoided in the future.

If you are not the first legal hire, you can review pending litigation or regulatory issues by syncing with your legal colleagues or reviewing summary documents.

3. Strategic Plan

Your value and reputation in the company will proportionally increase as you frame your counsel and contract review through the lens of the company’s biggest priorities. The company’s strategic plan (or annual operating plan as it is sometimes called) will show you the company’s direction and most important objectives. If you can focus your projects on these objectives, then you will make a much bigger impact than otherwise.

4. Product Roadmap

Few things can help you show value more to your organization than aligning your counsel and contract review proactively in relation to the company’s product roadmap.  For instance, this roadmap may show that your sales team plans to start selling in another country.  That could have significant legal consequences, and locating those risks ahead of time will make your sales team love you, rather than call you a deal killer. Similarly, does your product roadmap include plans to collect more data?  That plan may implicate data privacy laws.

5. Privacy Policy

You may find that your company does not have a privacy policy or has a template that does not exactly fit your circumstances. Nonetheless, even if you are an addition to a growing legal team, read your privacy policy and ask questions to the drafters. This will help you understand the types of data your company collects and how it processes it. This knowledge, in turn, will greatly help you with your contract reviews, especially as data privacy and security agreements have become such a crucial component of commercial transactions.

6. Budget

Your company’s budget has two important factors for you.  First, locate where your company plans to spend its most important resources. Direct your counsel to those areas, and perhaps expedite your review of contracts from those departments.

Second, locate your legal budget. Your legal tech stack will grow in importance as you take on more responsibility across the legal team and company.  If you don’t already have a contract lifecycle management (CLM) software, and are considering implementing one, first discover what, if any, budget you have in your legal department. You may have none, for any new tools let alone a CLM, but that discovery is not for naught. You at least know where you need to fight.

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If you’re new to contracts, be sure to check out this article on the first five people you should meet during the first week of your new gig with contracts. Stay tuned for more on the New to Contracts? column by Jack Terschluse, exclusively here on Contract Nerds.