Hi everyone! Welcome to our weekly newsletter. There’s so much going on in our contracts community right now. Lots of feathers are getting ruffled by the big Claude for Legal drop and the new AI platforms distributed as open source. People frustrated with the lack of meaningful reduction in outside counsel fees despite scaling AI.
Meanwhile, the How to Contract team is heads-down doing what we do best: sharing as much high-quality content as we can to help you do your everyday work with contracts.
We’ve been building out a new platform to share all our free training materials and programs. This newsletter is our first from our new Resources collection. with tons of practical information, HTC updates, and more.
- Laura Frederick, CEO at How to Contract 🥸❤️
Here’s are quick links to the newsletter’s sections:
QUICK TAKE
The trouble with “reasonable” in AI contracts
Something Laura Belmont and Matt Kohel said during our AI model governance webinar last week stuck with me. It was the risks of using “reasonable” in AI contracts. While it works to add flexibility in other types of contracts, it may be doing more harm than good in AI product contracts.
CLE WEBINARS
Upcoming Free Training
Here are a few of our upcoming training programs, all with CLE (pending).
May 27, 2026 - Mini-Course: Drafting AI Agent Liability Provisions With Anastasia Vener, Yelena Ambartsumian, and Laura Frederick, 12 pm ET, Sponsored by Spellbook (CLE Pending) Register
June 2, 2026 - Drafting Standard Insurance Provisions in Vendor Contracts With Bradley Dlatt and Laura Frederick, 12 pm ET, Sponsored by Spellbook, (CLE Pending) Register
June 3, 2026 - Drafting AI Data Security Provisions: What Happens After? With Annmarie Giblin, Aparna Williams, and Laura Frederick, 12 pm ET, Sponsored by Spellbook (CLE Pending) Register
June 4, 2026 - Claude for Legal: The New Features Explained for Lawyers Who Don’t Vibe Code With Colin Lachance and Laura Frederick. 12 pm ET, Sponsored by Spellbook (CLE Pending) Register
You can skip the hassle of registering for individual webinars by registering once for all of them. Head over to our webinar page to sign up today!
MEME OF THE WEEK
The Dreaded CC to Your Boss and Boss’s Boss
Click the image to read the 100+ comments left on my LinkedIn post by a lot of frustrated contract folks.
IN DEPTH
Article: Drafting SOWs to Survive Scope Creep
I learned many lessons over my career working on thousands of Master Service Agreements (MSAs) and statements of work (SOWs). One is that the detailed rigid SOWs I used to draft had as much of a likelihood of problems and disputes as the ones built with more flexibility. The reason? When we are too specific and prescriptive, it’s natural for humans to shift into a defensive protective mode. When changes are needed, the parties tend to revert to nitpicking turf battles and bureaucratic fights.
In this article, I share the risk-based framework I use instead. The goal is to prioritize aligning expectations and providing a path through the way vendors do and customers use the work.
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TIPS
Contract Tips With Cartoons
This contract tip is about irrevocable intellectual property (IP) licenses. A license grant provision shapes the permissions granted by the licensor to its licensees. One of the key concepts in many licenses is whether it is irrevocable. If the license is irrevocable, the licensor cannot terminate it. This is true even if the licensee breaches the terms. The licensor's only option is to sue for damages.
Here are four things to remember about irrevocable licenses:
Irrevocable is different from perpetual - They seem similar, but a perpetual license has a different meaning. A perpetual license goes on forever UNLESS it is terminated, which may be because of the licensee's breach or another condition subsequent (ala this perpetual license terminates if you sell your business).
Scope of the licensor’s own rights - Licensors can only grant rights they have. So if the licensor received a revocable license from a third party, it cannot turn around and grant an irrevocable license to its licensees.
Infringement - Most indemnification provisions give the licensor the right to terminate the license if there is an infringement claim. The licensor then has to replace the technology with an equivalent one or refund the amounts paid. If you have an irrevocable license grant, make sure to exclude that option from it.
Non-payment - Watch for how payment works with an irrevocable license grant. If you are the one making the irrevocable license grant, consider having the irrevocable nature apply only AFTER you've received full payment.
Here are a few more tips I recently posted on LinkedIn:
Thanks, as always for all your support. Reply if you have any questions or feedback, or email us directly at [email protected]. We are so grateful for our amazing contracts community.
All my best,
Laura Frederick, Founder and CEO @ How to Contract
