This article is written by Pavan Mujawdiya, pursuing a Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution from Lawsikho.com.

Contract drafting skills are a crucial addition to the technical skills of non-lawyers. In recent times, the need for individuals who can draft and understand complex terms and conditions of business and commercial contracts have increased considerably owing to increased business deals and rising numbers of mergers and acquisitions in the corporate sector. A rising awareness about intellectual property rights, increased need to protect innovative ideas and business secrets, and complex business relations among corporations have further increased the demand for expert individuals who can help corporations in executing right business contracts. Recently, the number of cross border business deals, including mergers and acquisitions, has increased considerably. These cross border commercial deals require in-depth understanding of the business, commercial, and contract laws of the participating countries.

Moreover, several non-lawyer experts are part of teams involved in business and commercial transactions. For instance, when pharma company A of France acquires pharma company B of India, the team from both companies will involve not only lawyers but also other professionals  such as medical and pharmaceutical experts, MBA holders, doctors, and regulatory experts in the pharmaceutical process. They can provide fruitful comments about the business deals only when they understand the complex legal language of a contract. Thus, contract law experts are essentially needed to understand the complex terms and conditions of the contract as agreeing to contract terms and conditions without proper deliberation can have devastating consequences for business interest of the signing parties. The following are some of the main reasons for non-lawyers to learn the crucial skill of contract drafting.

1. 1. Learning contract drafting improves negotiation skills: One of the major advantages of learning contract drafting is improved negotiation skills of the contract drafter. A contract is a mutually agreed legal document wherein the signing parties make sure that the business and commercial interests of signing parties are protected. This requires negotiation by both parties so that a win-win deal is achieved for parties. Moreover, a detailed negotiation is needed to balance the rights, obligations, and other considerations of participating parties. A good contract drafter, lawyer or non-lawyer, proposes several alternatives so as to reach a meaningful and successful business contract for his/her client. All this is possible when the drafter possesses powerful negotiation skills. However, the excellent negotiations skills develop over time and require experience in the industry. This suggests that learning contract drafting for non-lawyers certainly benefits his/her clients in terms of better negotiated contracts. 
   2. Learning contract drafting improves analytical abilities: Learning contract drafting increases the analytical abilities of a non-lawyer contract drafter. To fully protect the clients` commercial and business, the drafter must understand the commercial aspects of the contract. This includes the impact of the contract on sales and revenue associated with the client and protection of intellectual property rights such as patents, trademarks, and copyrights. In other words, a contract reflects the business interests of the client while simultaneously protecting the commercial interests. Drafting a contract that perfectly protects the interest of the client also requires a detailed study of risks, threats, and liabilities once the contract is executed. For this, a drafter must reach balanced terms and conditions that are acceptable to both signing parties. The analytical abilities of a drafter, thus, increase with time. 
   3. Increased expertise about laws and regulatory processes: Learning contract drafting certainly increases the understanding about the laws and regulatory processes governing the business and commercial deals. A drafter learns the practical application of law and regulatory processes while drafting a contract. For instance, writing terms and conditions of a contract require detailed and in-depth understanding of the Indian Contracts Act, 1872. Moreover, all the amendments and deletions with time in the said act must also be known to the drafter. Moreover, a contract drafter drafts several types of contacts which further increases his/her understanding about various laws. For example, laws governing a non-disclosure agreement are different than law(s) governing a master services agreement. Similarly, an IP licensing requires different terms and conditions than a joint venture agreement. This highlights the need to learn several types of laws, such as labour laws, IP laws, IT laws, to become an expert in contract drafting. A deep understanding of various laws also helps in protecting technical and commercial aspects of the client. For example, indemnity clauses become very important in business deals involving licensing of patents because patents have great commercial value and ambiguous clauses in the contract may deprive the inventor from exploiting its full commercial potential. In contrast, the licensee must also be cautious so as to avoid unnecessary legal obligations in such deals. Moreover, it also avoids the incorporation of ambiguous clauses and conditions in the contract. This prevents litigations and legal disputes during the term of the contract. Learning contract drafting for non-lawyers also helps in mitigating the risk associated with signing a contract. 
   4. Improved compliances and better drafting of terms and conditions: Learning contract drafting helps non-lawyer in understanding the compliance issues associated with a business deal. A company or industry must comply with several laws, regulations, and rules related with corporate social responsibility, labour laws, intellectual property laws, environmental regulations, and worker`s safety. In cases where acquisitions, the acquiring company X must make sure that all the legal obligations have been cleared by the other company Y before the acquisition. In such cases, an undertaking becomes essential that if any legal action is initiated in future, the director of company Y shall be liable for any penalty.

Depending on the situation, failure to comply with the law and regulations can be disastrous for the acquiring company. One of the well-known examples is the acquisition of Ranbaxy by Daiichi Sankyo in 2008. Ranbaxy misrepresented regulatory issues with the potential buyer which led to serious legal issues and globally tarnished the image of Daiichi Sankyo. This argument suggests that learning contract drafting and understanding it potentially helps non-lawyers in inserting crucial clauses associated with regulatory processes. Generally, companies and corporations have a battery of lawyers and financial advisors which help the companies finalize the financial terms and conditions. However, understanding contracts can be extremely helpful for non-lawyers participating in the deal.

For instance Company Secretary, Chartered Accountant, or team manager may propose rectifications or ask for clarifications regarding various clauses associated with the contract. This can become possible if they understand the complexities of contacts and are familiar with the contract jargons. Such clarification steps by the non-lawyer team members can potentially help the organizations in finalizing better financial terms and conditions for the organization. Learning contract drafting is also beneficial for non-lawyers working for smaller companies and organizations, such as start-ups, where lack of funding and lack of financial resources does not allow hiring expensive lawyers/legal teams. 

• Helps in day-to-day life: In the present era of global connectivity, contracts have become a regular affair for every person. From installing a mobile app to accepting “Cookies” while using a website, we keep accepting contract “Terms and conditions” several times a day.  Accepting these contracts, though inadvertently, we become legally bound to perform actions as desired by the app or website owner. Employees, especially in the software industry, frequently sign non-disclosure agreements with their employers.

Similarly, a patent attorney signs a non-disclosure agreement with the inventor. An inventor signs a power-of-attorney in favor of his/her patent lawyer for prosecution of patents at the patent office. We sign a license agreement with the developer while downloading software on our computer or laptop. All these examples suggest the crucial role contracts play in our day-to-day life. Since accepting a contract comes with a legal obligation to abide by the terms and conditions agreed, understanding contract law and contracts is very useful so as to avoid cheating and forgery. It is important to highlight that failure to comply with legal obligations can have severe financial and legal consequences for even a common man. 

Taken together, the above cited examples and case studies clearly demonstrate the usefulness of learning contract drafting for non-lawyers. Gone are the days where contact drafting was expected only from lawyers. In the present day business environment, this crucial skill is warranted from managers, team leaders, Company Secretary, and Chartered Accountant. Contract drafting is a great skill that not only provides protection against fraud and cheating but it also helps in negotiating better financial, commercial, and business deals for the client which can improve profit and reduce financial liabilities for the client/employer.

Contract drafting offers a great impetus to the career of a non-lawyer. It helps in promotion and salary hike of non-lawyers working in crucial roles in an organization. Importantly, non-lawyers who excelled at contact drafting can feel more comfortable among lawyers which helps them in putting forward their views more strongly and appropriately in the team. Presently, contract drafting skills can be easily learned using various online learning platforms. Thus, a non-lawyer must use this opportunity to learn the skill of contract drafting and increase the chances of better career growth. 

Students of Lawsikho courses regularly produce writing assignments and work on practical exercises as a part of their coursework and develop themselves in real-life practical skill.