Drafting a Form Agreement

Step 1: Client decides sales structure

Step 2: Interview client

Step 3: Obtain precedents

Step 4: Diligence

Step 5: Draft contract

Step 6: Circulate to client and other advisors

Step 7: Collect comments and refine

Step 8: Publish official version

Step 9: Collect common problems with contract and make periodic revisions

Custom Sales Contracts

Step 1: Business negotiations

Step 2: Document terms in term sheet

Step 3: Parties resolve business terms

Step 4: Lawyer drafts first draft of contract

Step 5: Parties swap versions/provide comments

Step 6: Final version prepared and parties sign

How to Review and Comment on a Contract

Step 1: Make sure you have the right documents

Step 2: Make sure that any redlining is accurate

Step 3: Read the document from top to bottom

Step 4: Mark all of your desired changes and comments

Step 5: Cross-check old notes/documents

Step 6: THINK ABOUT WHAT IS MISSING

Step 7: Talk with your client about issues before speaking with other side

Step 8: Where appropriate, schedule a conversation

• Before you get started, clarify who will prepare the next draft
• Usually, the person receiving comments will prepare the next draft
• Before you get started, ask the other side if anything has changed on their end
• If you are preparing the next draft
• When circulating the draft, include a cover sheet explaining any deviations and outlining all open issues
• Never forget that you are both a representative of your client and an agent of your client

How to Redline

Step 1: Save received file to your hard drive

Step 2: Save a new version with a new name

Step 3: Tools/Track Changes/Accept All

Step 4: If you circulate internally and your client wants to undo your changes, accept/reject your changes so that it remains clean

BEWARE OF METADATA

DO NOT EDIT A DOCUMENT WITH REDLINES ALREADY IN IT

Signing a Contract

Step 1: MAKE SURE YOU GET THE RIGHT VERSION

Step 2: If you haven’t had drafting control over the last version, read the version to make sure it reflects all changes accurately

Step 3: Make sure all internal signoffs have been procured

Step 4: Prepare a clean version

Step 5: Decide who is going to sign first

Step 6: One approach: send 2 copies of the final version to the other side

• include cover letter
• include flags for where they need to sign
• include return envelope

Step 7: When returned, get your client to sign and return one copy to the other side

Step 8: Do a post-mortem with your client to see what you learned from this deal

Step 9: Send a congratulatory note to other side/attorneys

Step 10: Get client to calendar significant dates and develop implementation plan

Step 11: Document later conditionals dates