How To Contract

02/18/2026

So how do you learn contracts if you don’t have anybody to explain it to you? A lot of people these days are turning to ChatGPT, but the problem is that it might not explain the nuance, or it could be hallucinating something, or it doesn’t give you the right answer for that context. But you don’t have to guess anymore. I’m here to explain what we say in contracts, when we say it, but most importantly, why we say it. Follow me if you wanna learn how to draft and negotiate contracts in the real world.

12/30/2023

Today's contract tip provides advice on learning about your company's industry and operations.

We've all heard that we should get to know our clients' businesses. But how do you do that exactly? Where do you even start?

If you find yourself transitioning to a new industry, here are some things I recommend to get a better sense of the industry:

1. Try to learn how the business operates

We can't do our jobs drafting and negotiating contracts if we don't understand the deals. Stay curious and ask questions to learn everything you can about everything.

2. Hang out with people from different departments

Venture outside the legal department and hang out with your accountants, logistics team, product managers, and quality control leads. They usually love teaching lawyers and contract professionals about what they do and why it is important.

3. Join an industry trade association and attend events

Every industry has one. In addition to your legal groups, make sure you are part of the industry groups too. I've attended many industry trade shows and always gained a deeper appreciation and understanding of how it ticks.

What other ways do you recommend newcomers to an industry learn about how it works?

12/29/2023

Today's contract tip is about how title transfer works under the Uniform Commercial Code (UCC) and why your contract should have title to goods always pass at delivery.

If the contract says that a seller retains title after delivery, Section 2-401 of the UCC converts the seller’s interest in the goods to a security interest. There is no notice or choice. It is an operation of law.

Here’s how that plays out in the real world.

The seller thought it had title but doesn’t. Think about how that could affect a company’s operations. For example, are the statements to lenders or potential investors about a company’s assets inaccurate? It is not a good thing.

The inverse is true for buyers. If it has title but is not reflecting that status in its internal records, then its records are wrong. Also, bad.

Another big problem is that sellers are unlikely to take the proper steps to perfect the security interest when they don’t realize that is what they have.

Perfection is a process to make a claim stronger compared to others. Perfection requires registering the security interest with the proper U.S. state and within the required time.

Otherwise, the security interest is unperfected, and the seller’s rights will be secondary to those with perfected security interests.

Avoid this mess.

Have title pass at delivery.

Do you see this issue confused sometimes?

12/29/2023

Today's contract tip is about the indemnifying party's right and obligation to defend against covered claims.

When I was a newer attorney, I thought of defense as only an obligation and an unfair one at that.

"You mean my client has to pay hundreds of thousands of dollars to defend a lawsuit to which it isn't even named and with no finding of fault? What?"

When my client was the indemnifying party, I drafted to get them out of it. I'd add limits that only required my client to reimburse for the defense costs only after a finding of my client's fault.

What I've learned over the years is that the indemnifying party in many situations wants to defend the action.

It is a right to defend, not just an obligation.

The indemnifying party will have to pay any damages and has the best incentive to vigorously and efficiently defend the action. This mindset is especially true when the indemnifying party's intellectual property is at issue.

So I no longer focus on getting out of the defense obligation. Instead, I make sure my client has control. It gets to decide the case strategy, including whether to settle or appeal.

How do you think of the defense obligation?

04/20/2022

When your relationship with the vendor is starting to head down in a bad direction, you'll want to take some preliminary steps to prepare in order to have a successful termination process. Check out Laura Frederick's advice on how to get ready for successful termination in 4 steps: https://loom.ly/wPX2Rmc

If you want to learn more about terms and termination when working with SaaS and other cloud agreements, register for the "How to Draft and Negotiate Cloud Service Agreements" 5-hour practical skills workshop on May 17-18, 2022: https://loom.ly/ix1OblM

https://loom.ly/wPX2Rmc

Frederick is the leading expert on real-world contract drafting and negotiation, a...

04/19/2022

As contract lawyers and professionals, we are often overwhelmed with the stack of contracts we need to review, negotiate, and approve. Too often. Check out Laura Frederick's advice on how to stop feeling sad, angry, and frustrated because of your inability to tackle all the work on your plate as an attorney. https://loom.ly/8qLOsRg

The reality is that in-house lawyers and professionals have far more work than they can do. The stack of contracts we need to review, negotiate, and approve is overwhelming.

04/15/2022

Contract negotiators need to be selective in how and when to bring in senior decision-makers to the discussions. Laura Frederick shares in this blog post what she's found works best.

04/14/2022

Check out the post about Laura Frederick by the American Bar Association on LinkedIn today. They cover how she got started posting contract tips and the impact it's had on her practice and network. https://loom.ly/qMeUkOE

In August 2020, contract attorney Laura Frederick accepted a challenge: Post to LinkedIn once per day, every day, for a month. Frederick thought that she... 15 comments on LinkedIn

04/14/2022

If you hesitate when you see government contract-related issues, you’ll want to join us for How to Contract’s free webinar on April 21 at noon ET!

Christoph Mlinarchik, a government contracts expert, will share how to spot government contract issues and negotiate deals as a subcontractor to a government contractor. Grab your seat to join more than 200 legal professionals already registered for the webinar! Spots are limited! https://loom.ly/5h45vFo

Lawyers and professionals can learn how we draft and negotiate U.S. government contract and subcontract provisions in this free webinar from practical contract training leader How to Contract.

04/11/2022

Registration is now LIVE for our upcoming practical skills workshop on May 17 & 18. Join 15 contract superstars for training & Q&A. Reserve your spot on or before April 18 and save $100 with early bird pricing. https://loom.ly/ix1OblM