• Any business that sells to other businesses and uses contracts to do so.

• Any business that buys from other businesses (and individuals) and uses contracts to do so.

This is an incredibly broad category, and includes SaaS contracts, software licensing and other licensing contracts, distribution and reseller contracts, consultancy contracts, all sort of outsourcing and service contracts, introduction and referral contract. In fact, so many different types of contracts that it’s impossible to list them all here.

The only thing I would exclude from this category are contracts for buying companies, selling companies, investments and loans – covered elsewhere on this website – and those areas of business which I don’t deal with (e.g. property and pensions).

The key difference between being a seller in a contract and a buyer in a contract is negotiating power. If you are a seller then (with a few exceptions), you don’t have much negotiating power. That puts a premium on a) planning ahead so you can anticipate the buyer’s issue and address them effectively, b) maximising the negotiating power that you do have.

If you are a buyer then (again, with a few exceptions) you have a lot of negotiating power. At least, you do until the balance shifts and then you don’t.

The service comes in two parts.

• Part 1 - Diagnose. Review the current SCP of the business, and create a short report on what’s working, what’s not working, where the real problems are, and what can be done to fix things.

• Part 2 - Fix. Implement the recommendations of the report, and fix the problems. This usually includes creating new contract templates.

Usually a fixed price, based on scope and the value of the deal.

Do Nothing. n/a

DIY. Depending on the size of the deal and the amount of work required (and the other calls on your time) this can be a viable option if you have been involved in similar deals in the past.

Use other external. There’s plenty of law firms that provide this service. Some of them are very good.

1. To (mis)quote Eisenhower: “the plan is nothing, planning is everything”. Success starts with good planning: the creation of an internal termsheet so that it’s clear that the choices are, and what the trade-offs are behind each choice.

2. Strong sector knowledge minimises false starts and faffing around with approaches that don’t make sense for the sector.

3. Inhouse background means that advice and work is grounded in the pragmatic.

4. Strong negotiation skills make for a substantially better deal.

5. Track record of negotiating for and against the biggest and the toughest: Goldman Sachs, Barclays, Investec, Prudential, Blackstone, BAE Systems, Unisys, GenPac, Microsoft, Mambu, Marqeta.

It’s hard to measure ROI on legal spend for this kind of deal, but I expect your ROI to be at least 5x.