This contract tip is about one of the most important things contract drafters and negotiators can do is learn about about our client's products.
We need to know more than just the basics. We need to understand the technical, commercial, operational, legal, and strategic context of what we are buying, selling, or licensing.
As a newer lawyer, I thought I learned about the product details to properly draft or review the product specifications or services description. And while that's part of it, it is a small part. The more important reason is so we understand the broader context of how our client will deliver, use, and depend on the product or service.
Contracts are risk allocation tools. The commercial context is critical to understand how to allocate that risk. Without the context, we won't understand whether the delivery or payment terms are adequate, how to shape the indemnification, or what the warranty should be.
And the best part? It is a lot of fun. We take off our lawyer hat for a while and become a student again. It's the main reason I love vendor contracts. Every contract is a chance to learn something new.
Invest the time to understand as much as you can about the products and services. You'll do a better job for the client if you do.
What is your approach to learning about your clients' products?