1. Compliance – all applicable external or internal rules and regulations impacting the enterprise and/or specific transaction must be addressed and followed or any exceptions, if allowed, must be documented
2. Context – develop the business case and reasons for and how the specific transaction fits within the overall strategic objectives of the business. Institutional and transactional history research, diligence review and 2. selection of the particular business partner/vendor, customer
3. Collaboration – legal and business client joint-effort, communication and consensus on the contract negotiation, goals and risk management
4. Contract – well drafted and negotiated contract including but not limited to pricing structure (do and re-do the MATH!), thorough service/product description and performance expectations (SLAs, KPIs, etc.), representations and warranties, rights and obligations, indemnification, liabilities (and limitation), insurance, intellectual property, confidentiality, privacy, security, claims and disputes resolution, exhibits and attachments
5. Closing – obtain and document all necessary external and internal approvals, authorized signatures execution, distribute fully executed complete contract, filing
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The contract pages glow white under the fluorescent office light
Not a redline to be seen
A kingdom of legalese,
And it looks like I’m the esquire.

The terms are howling like this swirling storm inside
Couldn’t keep it in, court knows I tried!

Don’t let them in, don’t let them see
Be the good lawyer you always have to be
Conceal, don’t feel, don’t let them know
Well, now they know!

Let it go, let it go
Can’t hold it back anymore
Let it go, let it go
Turn away and close the deal!

I don’t care
What they’re going to say
Let the negotiations rage on,
Warranties never bothered me anyway!

It’s funny how some distance
Makes everything seem small
And the liabilities that once were capped
Can’t get to me at all!

It’s time to see what I can do
To test the limits and breach the terms
No condition precedent for me I’m free!

Let it go, let it go
I am one with the common law
Let it go, let it go
You’ll never see me scribble!

Here I stand
And here I’ll stay
Let the negotiations rage on!

My computer is the macbook air on the desk next to my headset
My phone is the polycom with lcd fractals in the screen
And one thought flies through the Bluetooth fast
I’m never going to reneg,
The past is in the past!

Let it go, let it go
When I’ll rise like and uphold thelaw
Let it go, let it go
That perfect lawyer’s gone!

Here I stand
In the court of law

Let the negotiations rage on,
Warranties never bothered me anyway!