1. Fundamentals of Drafting, Reviewing & Negotiating
Robert Wright and Scott Thomas

2. Mission Objectives
Provide a systematic approach for reviewing any contract
Share a useful tool for explaining risk to stakeholders
Offer real-time insights into how to mitigate risk in certain key areas

3. I. Drafting
“You can use an eraser on the drafting table or a sledge hammer on the construction site.”
-- Frank Lloyd Wright

4. Some Thoughts on Templates
Templates are great, but aren’t a substitute for common sense and creativity
No “one size fits all approach” when it comes to templates – fill your toolbox with as many tools as possible

5. Drafting – Best Practices
Be clear – the best contract is an easily understood contract
Be concise – eliminate unnecessary words/phrases
Be consistent – definitions are meant to be used

6. Drafting – Best Practices
Include recitals – explaining the context of the deal is helpful down the road
Write numbers in both words and numerals – helps eliminate the million dollar typo
Plan for litigation – no one wants to sue/be sued, but draft with an eye towards it

7. II. Reviewing
“Plans are of little importance, but planning is essential.”
-- Winston Churchill

8. Rules for Reviewing
Rule #1: Reviewing a redline does not happen in a vacuum – involve your stakeholders
Rule #2: Ignore factors impacting the effort outside of the contract at your own peril
Rule #3: Develop your own sense of style when it comes to walking through a redline

9. How to Review Step 1: Analyze the vendor’s redline
Step 2: Educate your stakeholders on risk
Step 3: Strategize an approach
Step 4: Respond to the other side

10. Step 1: Analyze Review every redline with an eye towards:
Understanding the “why” behind each change
Recognizing any larger themes in the response
The mutual redline – fairness
The lawyerly redline – intelligence
The random redline – madness?

11. Step 2: Educate
Successfully closing a deal requires consensus building
The rub – you’re the SME on the contract, but not the engagement
Educate stakeholders by translating contractual risk into business-friendly terms

12. Step 3: Strategize
Empower stakeholders by categorizing risk into a stoplight framework
Involve stakeholders in discussions
Increases transparency into the process
Gives them a seat at the table
Allows you a chance to shine

13. Step 4: Respond
After gaining stakeholder consensus, respond with a formal redline
Best practice – track all changes (including re-insertion of deleted language)
Best practice – provide commentary explaining your redline to provide context

14. III. Negotiating
“The value of experience is not in seeing much, but in seeing wisely.”
-- William Osler

15. Evaluation and Materials
Questions?
Evaluation and Materials
Take this time to go the conference app find this class, and fill out evaluation.
If you need the PowerPoint, it’s on your thumbdrive