Seven Tips To Draft A Balanced Contract That Speeds Up Deals

Seven Tips to Draft a Balanced
Contract that Speeds Up Deals

 If you want to speed up deals, there’s one thing to keep in mind
above all else: business contracts are not between you and the
other lawyer.
 Contracts should prioritize business needs over legal battles to speed up
deal closures.
 Educating business teams on non-negotiables aligns expectations and
streamlines negotiations.
 Adapting contracts based on historical data and client feedback can
significantly reduce negotiation times.
 If you want to speed up deals as a lawyer, there’s one thing to keep in

mind above all else: business contracts are not between you and the
other lawyer. They’re between two businesses and need to be treated as
such.
 Often, lawyers treat contract drafting and negotiation as a fight between

themselves and the lawyer on the other side. They draft a “bulletproof”
contract that’s not acceptable to any of their counterparts. They
negotiate for weeks, wasting valuable time.
 And, “time kills all deals” is a phrase we’re all too familiar with because
that’s precisely what happens when you go down this path. Legal ends
up becoming the deal-killer, all because you couldn’t zoom out and see
the bigger picture. In reality, closing deals is a team effort.
 Here’s how to avoid this and lead with balanced contracts instead.
1. Align with key stakeholders on your
company’s risk profile.
Before you start meddling with your contract, you need internal alignment. As
the lawyer representing your company, it’s important to zero in on what your
business actually cares about. What are your negotiables and non-
negotiables? Talk to your business peers, and your leadership, and arrive at a
list.
2. Educate business teams on your non-

negotiables.
After you’ve done your research and arrived at non-negotiables, it’s time to
educate business teams on the “why” behind these non-negotiable legal risks.
This needs to happen periodically so everyone is on the same page about
what’s acceptable and what’s not acceptable, and can communicate the same
to clients from day 1.
3. Understand that some deals need to be

treated differently.
Picture this: You spend three weeks negotiating a clause and you end up
losing the deal, only to find out later that the clause didn’t matter at all in that
specific context. This is more common than you’d think. Often, the risk profile
changes according to context, and you need to ensure that you have the
context needed to draft a contract tailored to specific deals.
4. Look at historical data.
The best source of information for how to draft a balanced contract lies in
historical contract data: go through executed contracts and make note of the
most negotiated clauses, most common amendments, etc. If you’re agreeing
to a certain amended version of these clauses in most deals, why not change
this on your contract?
We did something similar at SpotDraft – we realized that a few clauses on our

MSA were getting a lot of pushback from our clients (and for valid reasons!)
We took a close look at what’s fair to both parties in each case, and made the
following changes to our MSA:
 allowing for termination for convenience;

 solely taking all data security/ protection responsibility and indemnifying our customers
for any breach of the same;
 including service credits if our service experiences a downtime, and the availability
reduces below a certain threshold.
The result? We were able to close deals 30% faster.
5. Talk to clients to understand their concerns.

Back when I was working at Axiom, one of our clients came to us with a
problem. Their sales team was not very happy with the legal team—their
contracts were taking too long. Despite having contract processes that
everyone was adhering to, and despite leveraging technology the best they
could back then (in 2015), contracts were taking much longer than sales was
comfortable with.
To find out what was going wrong, we started:
 an analysis of historical contracts and,

 joining customer calls as much as we could.
What we discovered on calls was that the language used in a specific clause
was making counterparties uncomfortable. This clause was getting negotiated
far too often and ended up being the reason for delays. When we looked at
the amended version that both parties usually ended up agreeing to, there
was only a minor difference. After this, we made a small change to their risk
profile and their contract, and it ended up reducing their cycle times by 40%!
6. Make it as easy as possible for businesses to

give you their money.
Once a deal enters the contracting stage, there are three key
stakeholders/teams you need to convince on the other side: legal, security,
and privacy. Make sure your contracts and documentation are well prepared
to convince all three parties. We interviewed Sue So, formerly Head of Legal
at Hopin a while ago and she made an excellent point:
“You must ensure that all three pillars—legal, security, and privacy—are
addressed in your contracts and documentation. You have to be able to speak to
these people’s concerns ahead of time and try to educate and pre-negotiate so
you don’t end up in a long sales cycle – you want to make it as easy as possible
for people to give you their money.”
ditch the legal tug-of-war and aim for contracts that pave the way for quicker
handshakes and happier partnerships.

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Seven Tips to Draft a Balanced

Contract that Speeds Up Deals

 If you want to speed up deals as a lawyer, there’s one thing to keep in

 Often, lawyers treat contract drafting and negotiation as a fight between

2. Educate business teams on your non-

3. Understand that some deals need to be

We did something similar at SpotDraft – we realized that a few clauses on our

 allowing for termination for convenience;

The result? We were able to close deals 30% faster.

5. Talk to clients to understand their concerns.

To find out what was going wrong, we started:

 an analysis of historical contracts and,

6. Make it as easy as possible for businesses to

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