When Niti Nadarajah says “assume much less, ask extra,” she is speaking about variety, fairness, and inclusion. However for in-house attorneys, the phrase is simply as highly effective when utilized to contract drafting and negotiation.
“In all kinds of various conversations, we make so many assumptions about what different folks want or need,” Nadarajah says. “Usually that leads us down paths that don’t align with what that particular person really wants or desires.” That behavior exhibits up in contracting too, the place assumptions concerning the different celebration’s priorities or danger tolerance can lock offers into pointless cycles of redlines and delay.
Begin By Questioning The Default
The quickest technique to make a contract unusable is to imagine you already know what’s going to work for the counterparty. Authorized groups usually begin with a template designed years in the past, full of clauses which have survived purely as a result of nobody challenged them. By the point the primary draft goes out, the positions are already hardened.
Contract knowledge gives an antidote. When you can see which clauses are negotiated most frequently and that are not often touched, you’ve a greater basis for asking the proper questions. Why does this clause take so lengthy to resolve? Does the opposite facet really care about this indemnity, or are we defending towards an imaginary danger? The purpose is to problem the established order, not by intestine really feel however by proof.
Align Clauses With Actual Wants
Nadarajah’s DEI work focuses on interrogating programs to uncover hidden biases. In contracting, the identical mindset can uncover inefficiencies. If either side agree that sure clauses are low-risk, they are often standardized, preapproved, or automated. That frees up negotiation power for the problems that actually matter.
The bottom line is to ask questions early, earlier than entrenched positions develop. What does what you are promoting accomplice want from this contract to realize their targets? What’s the absolute minimal safety your facet requires to handle danger? The place is there room to satisfy within the center with out sacrificing key protections? While you substitute assumption with inquiry, you uncover alternatives for readability and collaboration.
Make Curiosity A Workforce Behavior
Nadarajah believes curiosity must be a part of every day management. “If folks can try this extra with anybody they’re main, with the group they’re in, and with the programs inside that group, it’ll go a great distance,” she says.
For in-house counsel, meaning constructing a tradition the place each contract drafter and negotiator is inspired to problem the aim behind the language. It additionally means empowering the staff to carry ahead concepts for simplification and usefulness, and giving them the information to again up their recommendations. Curiosity isn’t just a person trait however a course of self-discipline that forestalls wasted cycles and makes agreements simpler to make use of after they’re signed.
The Payoff Of Asking Extra
While you apply “assume much less, ask extra” to contracting, you speed up offers with out reducing corners. You additionally create agreements which might be clearer for inner groups to implement and for regulators to know. Most significantly, you sign to counterparties that your authorized staff is prepared to interact in good religion and discover mutually useful options.
In the long run, the behavior of asking extra questions shouldn’t be about being sluggish or overly cautious. It’s about changing assumptions with perception and turning that perception into contracts that work higher for everybody. For in-house attorneys below stress to maneuver sooner with out growing danger, that may be a self-discipline price adopting.
Olga V. Mack is the CEO of TermScout, an AI-powered contract certification platform that accelerates income and eliminates friction by certifying contracts as truthful, balanced, and market-ready. A serial CEO and authorized tech govt, she beforehand led an organization by means of a profitable acquisition by LexisNexis. Olga can be a Fellow at CodeX, The Stanford Center for Legal Informatics, and the Generative AI Editor at legislation.MIT. She is a visionary govt reshaping how we legislation—how authorized programs are constructed, skilled, and trusted. Olga teaches at Berkeley Law, lectures extensively, and advises corporations of all sizes, in addition to boards and establishments. An award-winning normal counsel turned builder, she additionally leads early-stage ventures together with Virtual Gabby (Better Parenting Plan), Product Law Hub, ESI Flow, and Notes to My (Legal) Self, every rethinking the apply and enterprise of legislation by means of expertise, knowledge, and human-centered design. She has authored The Rise of Product Lawyers, Legal Operations in the Age of AI and Data, Blockchain Value, and Get on Board, with Visible IQ for Attorneys (ABA) forthcoming. Olga is a 6x TEDx speaker and has been acknowledged as a Silicon Valley Lady of Affect and an ABA Lady in Authorized Tech. Her work reimagines folks’s relationship with legislation—making it extra accessible, inclusive, data-driven, and aligned with how the world really works. She can be the host of the Notes to My (Authorized) Self podcast (streaming on Spotify, Apple Podcasts, and YouTube), and her insights usually seem in Forbes, Bloomberg Regulation, Newsweek, VentureBeat, ACC Docket, and Above the Regulation. She earned her B.A. and J.D. from UC Berkeley. Comply with her on LinkedIn and X @olgavmack.
