contract drafting
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As a working professional, I had stumbled upon an industry I knew next to nothing about. So that meant that the training for 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 a little 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, managers to get the lay of the land. I was under the impression that companies were clients of the 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 YouTube being a newer platform, most of its policies were something our law firm was not aware of. They new the copyright laws, procedural laws and everything else. But 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 for me. 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. 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:

# 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 contract 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 do a technology contract course.

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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 learn contract drafting. At that point I was unaware of the existence of a more detailed and extensive contract drafting course with practical applications. Had I done that, I would have saved a lot of time, trying to  achieve the same result – master contract drafting. 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.

The reading and review of contracts helped me immensely, to advice on company matters. It also helped me take the knowledge gained, and apply it in different variations, like giving advice on contract related matters.

# 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 doing the contract review. This time I sought reference agreements from 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 agreement, non-disclosure agreement, 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.

Law is one thing, but contract drafting is entirely about application, and not alone of law. 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 losing sight of commercial imperatives, knowing how to make and carry our a robust strategy and incorporating feedback from 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?

# Keep drafting

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 advice 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 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 to 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, familial responsibilities, etc. that deter or slow their learning process. These factors surely affects the learning, but the point is to make time for self-improvement.  

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 headstart, check 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.

Could you relate to my story? Did you think of a strategy? How do you think learning contract drafting will help you? Where is the room for growth? Hit reply and let me know. Give LawSikho a call if you want to talk about career advancement.

 

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