It’s the fourth quarter with a few seconds left on the clock (it’s Friday, and the rest of the in-house team has left for the long weekend).
A key executive has an agreement that must be reviewed asap. It looks pretty standard, but you are new to the team, and you aren’t sure what the Company has deemed acceptable and what it hasn’t. Do you throw a Hail Mary (review it with no information and hope you’re right), eat up the remaining time on the clock to check with the coach (ask the General Counsel, who is out on vacation), or do you go to your wristband (your Playbook) for the basic list of plays?
I Don't Play Sports. What's a Playbook?
A playbook isn’t sports-related, but it’ll help you be the MVP of your team. It’s a guide your organization can use to make sure:
all agreements of the same type have the same or consistent terms;
an agreement doesn’t run counter to your organization’s position or capabilities; and
Company stakeholders know what the bottom line is when negotiating with a counterparty.
In a recent In-House Technology report, 92% of respondents believed that time spent on manual activities prevented them from working on larger business goals.
For example, knowing the basic required terms for an NDA means you can quickly approve or redline an agreement and work on your organization’s larger business goals.
With a little help, a playbook can easily help an organization work more efficiently. It also sets up a known process to keep everyone compliant with the organization’s requirements. Playbooks can be general (for example, applicable to boilerplate provisions only), but the most effective playbooks are tailored to each agreement type, such as non-disclosure, vendor or staffing agreements.
A playbook can ensure:
Legal understands the motives of the business owner;
Legal works with the business owner to prioritize the business goals;
Business owner sticks to the parameters set up by Legal to reduce risks; and
That the business owner and Legal are working together for the best possible outcome.
I'm Ready to Join the Team. Now What?
The first step is to determine your needs. Do you need a playbook for your legal team? Or is it a playbook to share with the business (sales, project management team, etc.)? Do you need a playbook to outline the do’s and dont’s, or will it be a guide for how decisions should be made? A little research can help guide your next steps, for example:
1. What problems has your organization had in the past?
2. How are you currently managing your contracts?
3. What terms give you the biggest pushback from the counterparty?
From there, start small. Playbooks can and should evolve over time.
You can start with a list of specific terms or elements. These can include:
1. Red/Yellow/Green: Terms that cannot be included, those that can be negotiated, and those that are approved.
2. Terms that are deal breakers (and who and how to address it when it happens).
3. Sample clauses.
4. A checklist to ensure the important points aren’t missed.
When using your own paper, include a summary sheet that outlines:
- how to create the document;
- the situations where the template should be used;
- when the template was last updated;
- the structure; and
- any special notes.
Coach's Pep-Talk
Start with a low-complexity yet high-volume agreement, such as an NDA.
Outline your organization’s guidelines.
Some points that you may want to address in your NDA:
- How broadly do you want the purpose to be?
- Are you sharing trade secrets?
- Have set default responses for the term, such as 5 years, but allow leeway for the business team to change without having to consult legal (as short as 3 years, for example).
- Jurisdiction is another clause where you can provide fallback options. Your default could be Connecticut, but you will allow New York and New Jersey, for example.
Circulate this playbook to your team (legal, sales, etc.), and you should see the benefits quickly, even for a basic agreement like an NDA.
Touchdown!
With the proper Playbook, you will be running untouched (little risk) straight into the endzone to score a touchdown with your organization, and because of your quick turnaround, even your vendors will be cheering you on!
Contact Temple Law if you need help getting started. We can help you create the playbooks you need to win!