IT law, which is my specialism, is a great combination of technical and legal issues. I’ve been immersed in IT projects for more than 20 years – I’ve seen the ‘Year 2000’ problem, the dotcom boom/bust, and the advent of cloud computing. Because of that depth of experience, and the fact that I know how software is designed, written, tested, marketed, implemented, maintained and distributed, clients know that they don’t need to explain the technical details to me.
Combining that experience and some finely-honed negotiating skills make me an easy fit for clients’ teams – I’ve worked in-house too, so I work seamlessly with their teams to take the business forward. From software companies to IT service providers, I act for a range of clients in the UK and abroad.
Outside work, I’m a volunteer skipper for a sail training association affiliated to the Scout Association – we take young people sailing offshore on large yachts in an environment many of them will have never experienced.
Treat contracts like a recipe, not like an insurance policy. They’re supposed to lead to positive outcomes.
Software developers need to be careful using open source software – make sure the development team don’t inadvertently trip over an open source licence that prejudices your source code.
For bigger projects, using ‘heads of terms’ makes it easier for non-lawyers to engage in the early key discussions without getting bogged down in contract drafting. Contracts created from heads of terms are more likely to be consistent with your project rather than a standard-form document drafted by some law firms.
What is the market norm for XYZ clause?
Obviously, the answer depends on the issue under discussion, but it’s a good question to ask because the market has evolved. Knowing the market norms boosts confidence in negotiations and speeds up deals – but that doesn’t mean all deals should parrot the market.
How do I persuade customers to use our terms of business rather than theirs?
Success depends on two things:
• if you want a customer to use your standard terms of business, you have to make sure they are useable, not just a list of disclaimers and defensive clauses;
• make sure your terms of business are truly reflective of your business, not generic terms that could have come from anywhere – bespoke terms look like a better match compared to terms that a customer might want to use.
Is XYZ clause a deal-breaker?
In other words, is this an issue so important that you should abort the deal if the other organisation insists on something you don’t like? Sometimes, the answer is yes. Almost always, it’s a question that can be avoided by sound negotiation skills – careful listening, probing, and proposing usually unearths an approach that doesn’t force anyone into a corner.