I’m the how-to-say-it-clearly guy, and I’m pleased with my lot. But it follows that except with respect to basic commercial provisions, I don’t tackle what you should say in a contract.
That’s why I take my hat off to Law Insider for this installment in what appears to be a podcast series called The Contract Teardown. It features my friend Martin Clausen speaking with Mike Whelan about Oracle’s software license and services agreement. Martin is able to trot out insights based on hard-won personal deal experience. So check it out.
The idea for this series of podcasts is a promising one, the risk being that at some point you might get stuck in the weeds.
I’ve just started dabbling in something comparable. As part of Drafting Clearer Contracts: Masterclass, I invite participants to redraft short extracts of well-known big-company contract, and in one session we consider it from the perspective of a potential customer of that company. As a teaching exercise, it’s still a work in progress, but I’m pleased with my annotated version of the contract. I’ve color-coded my comments based on whether the issue in question relates to potential confusion, a mistake, poor structure, fairness, and so on.
But my analysis relate to clarity and general principles of sensible commercial contracting. I have zero experience in negotiating the kind of contract in question. And that’s fine—attempting both kinds of analysis at once might be a bit much.
I’d like to make my analysis available to a wider audience. Let’s see what I come up with.