Edition #6: tips on negotiating complex contract provisions and amending contracts; free events

Welcome to this week's How to Contract Newsletter. We've included contract tips and other great resources and information.

This Week's Featured Tip

In this contract tip, Laura shares her advice on negotiating complex and contentious contract provisions.

"We've all been there.

You receive a counterparty's redline that deleted your version of a provision and replaced it with their own.

You've tried to discuss it with them but get nowhere. It feels like this issue could derail the whole deal.

Here's an approach that I use in these situations.

1. I create a table with the first column as the smallest subset of issues in the provision or concept.

2. I add two more columns - one for our proposal and one for the counterparty's proposal.

3. I copy and paste the exact wording proposed by each side into the box for that issue. It is critical NOT to summarize. Use the exact words. Otherwise, the parties focus on the inconsistency between the table and the contract.

4. I add a fourth column called Resolution and leave it blank.

5. I send this table to the other side in advance of the next negotiation session.

6. During the call, we walk through each issue. We note resolution or action items in the last column.

This approach allows us to identify any common ground and to work through the rest methodically. It upends that feeling of being overwhelmed and gives a process for the discussion."

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Other Recent Contract Tips

• How to set the maximum liability in a commercial contract?
• How to amend contracts
• How to add comments to a draft?
• Rethinking how we select our contract's choice of law and venue?
• Five basic concepts about insurance provisions

Want to read more of Laura's contract tips? Follow her on?LinkedIn!?You can also?get access?to the full library of her contract tips and cartoons (there are more than 380!) for $19/month!??

Upcoming Events??

• August 4, 2022?— Free webinar "Best Practices for Negotiating Indemnification in SaaS Agreements." If you want to increase your expertise, gain more confidence, and learn how to better protect your company, sign up for this free webinar featuring Laura Frederick, Jessica Nguyen, and Shahed Kader to learn the techniques and tactics used by experienced SaaS attorneys. The recording will be available to all the registrants.
• August 18, 2022 — Live Q&A “Contract All-Stars: How to Get to YES Faster”. If you’re struggling to reduce negotiation times and manage the back and forth, tune into this live Q&A with contract all-stars Laura Frederick, Nada Alnajafi, Laura Garcia, and Alex Su to hear their tips and tricks for preparing better agreements. The recording will be available to all the registrants.

Free Resources

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Hope you enjoyed this week's newsletter. Email us at?[email protected]?for any feedback or suggestions and ways that we can provide you with value through the newsletter.

Thanks as always for your support!

Best,

Laura Frederick, Founder and President of How to Contract LLC