Olle Murby, Director of Professional Services for NETSOL Technologies Europe, explains the value of a legal adviser who can draft contracts in a way that makes sense to IT professionals.
NETSOL Technologies Europe, a subsidiary of NETSOL Technologies Inc, a NASDAQ-listed company, is a software and service provider that supplies specialist solutions to the asset finance and leasing industry. Although the European arm of the business deals with most of its contract negotiations in-house, from time to time they need to turn to external legal advisers for support on major projects.
The first time NETSOL engaged Technology Law Alliance was in connection with an overhaul of their standard contract paperwork. Olle Murby explains: “Our European business had been pretty stable for several years, and typically we’d work on just one or two agreements a year. For some time, we’d just been dusting off the last contract we’d used and amending that to reflect the specific needs of the next client. But what that meant is that the clarity of the paperwork and the quality of the drafting gradually got watered down over time, and the documentation was full of non-standard provisions that had been negotiated with individual customers on an ad hoc basis and that really had no place in our standard contracts.”
In 2015, the decision was taken to refresh the overall contract architecture and tighten up the drafting so that it was fit for the purposes of doing business with the new challenger banks that were starting to emerge in the UK. Olle recalls: “While our in-house legal function was quite capable of supporting us with the day-to-day stuff, they are based in California: I really needed someone who knew the UK market and who was rock solid on English contract law. I also wanted someone who could look at our contract paperwork independently, with a fresh pair of eyes, and who would not be afraid of pointing out its faults.”
Olle recalls his first experience of working with the firm: “They have a very pro-active way of working, which was exactly what we needed. They take ownership of the things they are handed, complete the task and come back with good material that is easy to follow. They give clear advice and recommendations, and make sure that we fully understand the commercial risk implications of different contractual options before we make a final decision. That gives us a lot of comfort.”
But as Olle goes on to explain, there’s more to it than that. “I’m not a lawyer. I’m an IT technician by background, so I like the logic of a well-drafted contract text. Jeremy’s revised versions of our standard contracts had a structure and logic to them that resonated with mine. When we ran his language for that first piece of work past our US in-house legal team, they only had good things to say about it.”
Olle also comments on a more recent contract in which Jeremy was instrumental in handling a difficult negotiation:
“We needed to migrate an existing client from our old model contract to a new one, to reflect changes in the technology and business environment. The customer undertook to handle the re-drafting, but what came back from them was very difficult to follow. On top of that, in the face-to-face meetings that followed, their lawyers were really unhelpful and seemed to be more interested in scoring points than getting a fair contract. Jeremy observed that it was the legal advisers rather than the business customer who was the problem, so he focused on building a relationship with the customer that brought their lawyers along in its wake. Getting the customer’s confidence also meant that he could take ownership of the contract paperwork, and that allowed him to steer the meetings in a way that resulted in a fair outcome for both sides.”
That ability to build an effective working relationship with the other side to a negotiation enables TLA to get things done quickly. “We had a deal earlier this year where we brought in TLA at the last minute, towards the end of a long sales process. We had started the negotiation using our standard contract templates, and we were fairly confident that our in-house team could manage the whole exercise. However, that particular engagement included a number of important non-standard services and SLAs and subcontracting arrangements, and it was pretty late in the day that we realised that none of us was really equipped to capture the new requirements in effective legal language.”
With the clock ticking towards a deadline for signature, TLA was brought into the process to deal with both the customer contract and the subcontractors: working overnight, the parties were able to agree and document contractual positions that everyone was able to accept, and to get the contract signed on time. But as Olle notes, it was not just the pace of work that got the deal done: “Jeremy has a very easy way of integrating and working well with in-house staff, but his biggest attribute is his non-combative, non-confrontational approach. He listens, he understands the issues and he responds immediately. If he can’t solve a problem in real time at the negotiating table, he’ll take it away, restructure and rework the drafting, and come back with something that is likely to work for everyone.”
Part of the challenge with contract negotiations is often the lack of clarity in legal drafting. The complicated way that most lawyers write causes problems, because most people just find their wording confusing: all those long sentences and paragraphs. But Jeremy can sort out that stuff out: I’ve seen him just break down a long and troublesome clause into a few easy-to-read paragraphs, each dealing with a specific point, so that the parties could then see what the real issue was and find a way to address it. That might sound simple, but why could no-one else in the room see it? I recall one occasion following a successful contract negotiation when my client counterpart and their lawyer came back full of praise for our legal team’s drafting - and that really doesn’t happen every day!