Most of us have heard of the 4 Ps of marketing: product, price, placement, and promotion. What about the 4 Cs of good contracts? A solid contract generally meets the 4 Cs of clarity, certainty, consensus, and completeness. Contract negotiation is the craft of coming to a consensus on terms and reflecting those as clearly […]

As the old joke goes, a contract is a list of ways the other person can hurt you. Many of us go into contract negotiations expecting to find obvious hurt—big-dollar penalties, limitations on the other side’s liability, and aggressive timelines. But much of the danger in contract negotiations lurks in less obvious places. This blog

We all think of ourselves as reasonable. We also want others to think of us as reasonable. Hence, “reasonable efforts” are usually an easy ask when negotiating contracts. If something is a hard-and-fast requirement, changing it to “reasonable efforts” doesn’t seem inherently unreasonable. By the same token, asking the other side to make “reasonable efforts”

Contracts are negotiable. As we’ve long argued on this blog, your preferred terms are often just an ask away. With a good lawyer—and perhaps AI tools—it is quite easy to spot and redline disadvantageous terms and insert your preferred language. Then why is the first contract draft so important? This post breaks down the (slightly

I often get asked about what makes cross-border law different from ‘normal’ law. My honest answer: less than you’d think and more than you’d hope. When I was in law school, everyone wanted to do ‘international law’—it sounded exciting, vague and slightly glamorous. International law proper concerns treaties and multinational institutions. Cross-border law is something

People frequently ask me whether they should hire a lawyer. Asking a lawyer whether you should hire one is somewhat akin to asking a barber if you need a haircut. The answer, however, is a much more nuanced—but still very lawyerly—“it depends.” Involving a lawyer costs both money and time; these outlays should be subject

What is boilerplate? Stephen Pinker wrote that “what distinguishes legal boilerplate is its combination of archaic terminology and frenzied verbosity.” The term boilerplate originated in the late 19th century newspaper industry, where pre-cast iron plates similar to those used in steam boilers were used to print pre-selected articles. In contracts, “boilerplate” means default terms that

As Kenny Rogers sang, you gotta “know when to hold ’em, know when to fold ’em.” Contracts are no different. Many businesses get stuck in bad contracts because they ignore—or avoid hard conversations about—termination rights. This leaves them holding onto a bad deal when they should be folding. This post breaks down termination clauses. Specifically,

One of the most frequent pain points inside any business is distinguishing what is business and what is legal. Everything is ultimately business if it touches the bottom line. Everything is effectively legal if it touches on some obligation or liability. Strong—or weak—personalities can easily shift something from one box to the other. Business vs.

Contracts allocate risk. But when the rubber hits the road, how is that risk actually divided? Ultimately, through courts or arbitrators. When a contract is enforced, adjudicators must determine what it says, whether it was breached, and what remedies apply. The real question is how they make those determinations. Because most contracts never get litigated,