Any wish to let your in-house lawyer – on his/her own – trying to discuss the terms of the agreement you’ve reached with your business or technical contact? Sure… contract discussions are just legal verbiage and a loss of – your – time and you certainly don’t want to be stuck in all these endless and useless meetings and calls between lawyers!! And to be cristal clear, you obviously don’t even want to be seen with these in house-lawyers who, by the way, don’t understand anything about business and technology, definitely!
Well… Assuming your lawyer is at least as talented as that of your customer/supplier/partner, I am sure you will agree that leaving two lawyers discussing on their own, i.e without any (or in the best case with poor) support from sales, technical and/or management teams is certainly not the right plan to get contracts signed swiftly… and to get any useful terms of reference agreed or in other words… to get a good contract.
I must admit that I don’t know what is a “good” contract. What I know, by experience, is that good contracts are certainly NOT:
- papers, in which your lawyer has managed to impose his/her legal views or your corporate policies to the other party. In my view, drafting contracts is not a matter of being right or wrong from a legal standpoint and, even if it were, let’s trust two reasonably talented lawyers will both have good and valid arguments to put forward to resist each other’s views – at least for some time – so that no agreement may be found in the end… hence no contract signed!
- agreements that are signed after project completion or products/services deliveries because it took too long to negotiate… We all know this is no SF, it happens every day!!
So let’s be practical: why do we need any contract by the way??
Referring to a discussion I had some time ago with my Marketing Manager in Schlumberger, I would say that this is a “sort of document you better not refer to in any case“! I had got this as: “contracts are just to be opened up to when things turn bad“. And it’s true that, except with reference to payment and invoicing, contracts are never referred to when the project is on track, when products have been delivered in due time or when service levels are met…
So I am sure you will share the view that contracts may be good enough when they contain text that reflects your project story, provisions that match your business needs, when they include comprehensive drafting, and, more importantly, words that make sense from both technical and business standpoints.
Trust him or her: your lawyer will take care about legal! He/she’s the one, he/she’s got the right qualification. And if it’s not the case, he/she will find the right outside counsel for you. But, please… don’t leave your lawyer alone when contracts discussions start or last too long in your view!! if you are lucky enough, he/she may also be be fond of technology and business so that he/she can do a lot on his/her own hopefully but this will not be true in most cases.
Being a manager, sales or technical director, you know it: reaching a sound agreement should be a teaming exercise: it is all about preparation, information sharing and communication with other team members inside and outside your company. And your lawyer is part of the team.
In short, it’s worth dedicating a bit of your time to your lawyer until the contract is signed: if you don’t do it in due time, you’ll run the risk to waste much more… TIME and MONEY, as believe me or not, there is no worst experience than trying to rely on meaningless contract when project difficulties show up!
Let’s have dinner now!