Move your lawyer to the back of the line for Work Orders and Statements of Work.
When Capt. Kirk goes into battle, it's always Lt. Cmdr Scott who keeps the ship running and phasers firing. Capt. Kirk knows he has to keep his but on the bridge! His famous driving ethos? "the right tools for the right job".
The same principle should be applied to how we use our highly skilled and specialized resources, like lawyers. When it comes time to draft and interpret contracts, lawyers have usually taken the lead. The contract is a legal tool after all, not a business tool by design.
The Process
The lawyer will typically get a sense of the objectives and go into a writing cave for a few days and and attempt to crank out perfection that only they fully understand, and few others do.
This process may be one of the drivers for why it is common for about 1 in 10 business leaders to deal with a contract once it is signed.
What Lawyers SHOULD do
But lets let the lawyers have what I call the "truly legal" part of a contract. Indemnification, limitation of liability etc. These are business topics smothered with big words that keeps the risk conversation out of the business domain. I have issues with this as well but lawyers take accountability for balancing tradeoffs here and the industry has trained them to know what is fair. But in my mind, all business issues should end the end be vetted by a transparent airing with business leadership.
But when it comes to operations, the scope of work, those terms always end up in a separate contract form called a Statement of Work or Work Order. Here is where lawyers loose their mojo.
When Lawyers Drive Risk
Unless they are surrounded in a war room by the operations mind trust, their drafting approach starts to work against the best interests of the emerging vendor relationship or strategic partnership. Even if they are familiar with these forms, their judgement is to frame issues on a zero-risk perspective, preparing for disaster and grammatical Kung Fu that appeared in last year's law journal.
领英推荐
Few lawyers have seen the working end of an SLA document or are not effective by temperament or work experience to deal with account teams. They are preparing for war, conflict and deceit.
Early in the relationship, when trust is starting to grow, finding common ground should animate all interactions. Of course there should be tough conversations, and natural tensions on pricing, revenue and risk sharing etc. But the default mindset should be growth-oriented and solution-oriented, not dividing the fixed pie.
There are always exceptions (I seen some lawyers out tech the techies) but as a rule, it is up to the leadership to ask the lawyers to take a back seat and let the operations team own this key document. The best the lawyer can do is give the team the big containers (requirements frame) of content that must be completed to put out the best first draft, and come in again at the end and explain any gaps or holes that might get in the way of the business arrangement. Outside perspective on the holistic business arrangement is always a good thing.
The good news, you get to save some billable hours as the operations team gets to own the vendor relationship. And your lawyer stays where she or he belongs, as an escalation point when things go sideways. Keep them informed on how things are going, but always in the background.
So give your lawyer the week off, dust off the old white board and order up that deep dish. I'd like a Hawaiian please!
We'll be laying out some general rules over the next weeks for how to think about this process. It is not as daunting as you think and the good news is you are not alone.
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