Hi Friends,
How do you keep improving your contract drafting and negotiation skills while you’re working?
This is a very important question to answer for each and every lawyer, even law students, and all those professionals who frequently deal with contracts of various types.
As a working professional, I had stumbled upon an industry I knew next to nothing about. So that meant that the job was tough from day one. I remember starting my first week by reading upon copyright laws, case laws, bare acts, legal opinions from experts and more!
By the end of the first week I had only read a lot about everything about my company, its workings, history, legal disputes, etc. I started to wonder if my training period would be all about learning the basics of law. To be honest, I felt a little dejected knowing that I had no relevant skill sets when it came to my new job. I was off the mark. I had some skill sets but I had to figure out a lot on the fly as I tried to do the job at hand.
Thankfully, by the end of the week, my boss called me to assign my first litigation on behalf of the company. Mind you, it was way beyond my head - all the nitty-gritties. I was to file a lawsuit against a party involving YouTube. That meant reading about Google policies and pouring over agreements and case laws. So basically a lot of reading, yet again.
As I prepared the groundwork, I had to interact with other departments, my colleagues, and managers to get the lay of the land. I was under the impression that companies were clients of the law firms, who did the legwork, so I won’t have to do much. I was wrong.
A company who has interest in a lawsuit and has all the information, wants specific things done in a particular manner. Turns out that YouTube was a relatively new platform at that time and most of its policies were something our law firm was not aware of.
They knew the copyright laws, procedural laws and everything else. However, unless they were briefed properly about the policies of the intermediary platform, we would not get the desired results.
Everything from the jurisdiction to reliefs to be asked were to be carefully considered, because the other party was situated in a different country. Then came the disputed content, the rights pertaining to that, the exceptions to the usage of content, etc. This meant a lot of learning while working too. There were agreements involved. But I had little to no experience at that point. So I sought help from my boss and managers, as to how to best interpret them, apply them and more.
The point is even to do a task as simple as reviewing a contract, you need to know what to look for. You must know the laws involved, the intent of the parties, the potential risks, the solutions of the same, etc. One must be able to comprehend the importance of each provision and clause in an agreement.
Otherwise, you will not be able to spot mistakes, improve the drafting, or help your clients with negotiation.
To be able to do so, you must know the basics of contract drafting. Not just the theoretical aspects, but the practical applications as well. Once you join the big leagues, you have to deliver the best outcome. That means more training, usually in your own time.
Here’s how to learn contract drafting while you work or intern:
#1- Read and review
My job required a lot of contract review. I would be reviewing contracts by hundreds in a week. It is frustrating to just read and review, at times. But there is no better way to learn the structure or template of an agreement, than to go over various types of contracts, again and again.
I had read a short story as a kid where the gentle water from a river lashing upon the rocks and boulders, could make its mark and shape them. In a similar manner, the countless reviews of different contracts made a mark on my mind. Soon, I knew each provision in the different agreements, their significance, alternate interpretations in case laws, etc. I even practiced recreating them by memory. The results were surprisingly good.
Once I had learnt how to incorporate the boilerplate terms and then client specific terms, I upped the ante. I started reviewing and reading the Google agreements and other service agreements, when I signed on to an application or a website. These were significantly difficult, for I did not understand most of the terminology. This is when I decided to pursue a course in technology contracts from LawSikho, which was my first course with them. Later, I started working here.
It was difficult at first for me to manage my time.
But then I realised that if I have to improve my skill sets, I have to master contract drafting as a skill. To be successful, I should be good at contract drafting different types of contracts, not just technology contracts. Contract drafting is like bread and butter for any lawyer.
At that point, I was unaware of the existence of a more detailed and extensive contract drafting course with practical applications - this course not only teaches technology contracts, but teaches how to draft 100 contracts across different industries.
Had I done that, I would have saved a lot of time at work. I would have been able to learn about all sorts of contracts under one roof, instead of just technology contracts.
But I took the longer route, while I tried figuring out things for myself.
I have that tendency to do things on my own, it is not so easy to trust and believe that someone else can effectively help me. But that often takes longer and leads me to miss some opportunities.
While I generally do better than most of my peers, I realised later that I could have achieved much better results even faster, and risen up in my career and even had a better work-life balance.
Hence, I thought of sharing this with you.
Anyway, back to my journey.
The reading and review of contracts helped me immensely, to advise on company matters. It also helped me take the knowledge gained, and apply it in different variations, like giving advice on contract related matters.
#2- Learn the application
I had clients coming in from all directions looking for a sound contract. I did not know that a good contract is so hard to draft, until I tried it for myself. I initially took on some drafting work for a friend, which was much better than I expected, but it was not perfect. So I decided to keep performing contract review work. This time I sought reference agreements online, referred to the course I was undertaking while drafting, and sought the opinion of some of the seniors who were good at contract drafting.
My plan was simple. It was not enough to just learn the bare minimum. I have to learn the specifics and go deep. I was going to learn about each kind of agreement in depth, from employment agreements, end user agreements, non-disclosure agreements, IP assignment agreements and anything else I came across.
What you draft in the agreement also largely influences what direction the negotiation must take. As a commercial lawyer, you must understand the client’s business, specific interests, the market itself, industry practices and what you can use to strike a bargain.
Learning the law and reading judgments is one thing, but contract drafting is entirely about application, and not alone of legal knowledge or case laws. Surely you need to know the larger legal principles within which every contract functions, but that’s not what clients pay top dollar for. You have to know so much more, and be able to apply that knowledge seamlessly into your work to be considered a good negotiator.
The best way to learn the application is to understand the client’s requirements, challenges faced by both parties, legal provisions related to them, foresee various steps, creases and folds in the negotiation process, not lose sight of commercial imperatives, knowing how to make and carry out a robust strategy and incorporating feedback from the client into agreements you draft as well as negotiate.
The biggest critical ability here is to foresee future risks and being creative enough to cover those risks in the contracts you work on.
Imagine, some lawyers get paid lakhs to negotiate a contract, and may be flown down to another city just to negotiate a contract. What do they have up their sleeves?
#3- Keep drafting, keep practising
There are no shortcuts to success. It is all about the hard work you put in and the dedication to achieve the goal. My goal was to learn contract drafting and since I took the longer route, rather than doing a comprehensive contract drafting course, it was quite difficult to get there.
I had to practise while at work, sometimes advise pro-bono or help out my lawyer friends.
Family and friends helped me reach out to more people who needed a contract. I would often do it for free, because learning was so important!
There was a client who wanted to protect their choreography rights and license the same to someone. It was quite interesting to advise as well as help them apply for copyright for the same. After that, I had to draft the licensing contract!
Then there was a client who was given an employment agreement after 35 years of service! It was unique in the biased nature of the drafting. The potential risks were so many, that I had to advise him to not sign unless significant changes were made.
So my experience with a variety of contracts grew with practice. Am I an expert in contract drafting? Not even close. I need more experience to attain the level of skill that I am aiming for. I am self-taught, so I need to get the correct feedback and inputs from more experienced people. There are various ways to do that, like taking up contract drafting and negotiation courses, getting a job that entails a lot of contract drafting work etc. The idea is to work under the experts in the industry, in order to refine whatever I have learnt so far and expand my horizon beyond that.
The best part about learning while I worked, was the fact that my organization allowed me to do that. Not all employers are so kind. People often complain about time-constraints, job responsibilities, family responsibilities, etc. that deter or slow their learning process. These factors surely affect the learning, but the point is to make time for self-improvement. Also, when you are pressed for time, it may be a good idea to sign up for professional help.
So try and work in contract review, drafting, etc. Don’t let yourself feel burned out or give up on learning. Learning new skill sets not only adds to your resume, it keeps your mind fresh and updated. So keep turning those wheels, and learn more relevant skills for the legal profession. This is one profession where sky's the limit as far as learning is concerned.
Keep learning! If you want a head start, check out LawSikho’s 50 week immersive program where you learn to draft over 100 most common commercial contracts. I have tried it myself, and can vouch for how amazing it is.
Don’t wait till reality hits you in the face. Start early. Get the advantage of being ahead.
Could you relate to my story? Did you think of a strategy to advance in your career?
How do you think learning contract drafting will help you? Where is the room for growth? Hit reply and let me know. Give us a call if you want to talk about career advancement.
Tomorrow, I will share some exciting information on how you can get jobs in the top law firms and the most sought after companies.
(This email was written by and shares the experiences of Snigdha Pandey, who worked with LawSikho and is currently a media and entertainment lawyer, having worked with Saregama and Eros International Media as a Senior Legal Manager.)
