How the work is organized

An engagement may begin before any draft exists. Legal structuring means understanding the subject matter of the relationship, the responsibilities of each party, how performance will occur, the material risks, and the mechanisms needed to give the transaction legal form.

On that basis, the contracts, agreements, terms, policies and other instruments required to formalize the relationship are drafted.

Those instruments are what define, as applicable, scope and deliverables, service levels and acceptance criteria, ownership of background and foreground intellectual property, confidentiality and data processing, liability and warranties, subcontracting, governance of the relationship, change control, business continuity and termination.

The same path applies to technology projects developed jointly by companies, science and technology institutions, and other participants in RD&I initiatives.

Contract review is carried out by reading the instrument together with the operation it is meant to govern.

Beyond the legal drafting, the review examines the allocation of responsibilities, the risks of the engagement, the dependencies between the parties, whether the obligations assumed are workable, and the consequences of performance or termination.

Where appropriate, the engagement includes direct negotiation with the counterparty and participation in discussions with legal departments, commercial, procurement, technology, engineering, product, project management and executive teams.

Contracts already negotiated or in final approval may be submitted for a second opinion.

Technology contracts frequently need to be interpreted and adjusted while being performed.

The engagement covers changes in scope and requirements, late delivery, disagreements over acceptance criteria, service levels, liability, additional costs, technological change, amendments, renewal, termination and other events affecting the contractual relationship.

In those situations the work includes legal analysis of the contract, definition of the negotiation strategy, drafting of notices, renegotiation and the pursuit of a pre-litigation resolution.

There are also engagements aimed at organizing how technology contracts are handled within an organization, and at making that treatment more consistent.

This work involves drafting or revising templates, model agreements, fallback clauses, negotiation playbooks, escalation criteria, risk benchmarks and other contracting support materials.

It is complemented by preventive review of contracts in force and by portfolio analysis intended to identify instruments requiring attention, updating, amendment or renegotiation.