My focus has long been on how to say clearly and concisely whatever you want to say in a contract. When it comes to what you should say in a contract, I can be of use when it comes to confidentiality and boilerplate and some aspects of M&A. Outside of that, I need the help of others.
For our new service agreement template, the “others” have consisted of Ned Barlas and Noelle McCall.
Ned was one year below me at Penn Law. He has specialized in intellectual property transactions. After years in BigLaw, he is now a partner at CM Law. We reconnected 15 years ago, and sporadically since then we’ve worked to find common ground between IP people and, well, those who prefer to understand what’s in their contracts! 🙂
I asked him what he has made of his work on our service agreement template, and this is what he said:
Creating your template was a fascinating and challenging process. Intellectual property provisions involve numerous interconnected decisions, each with potential implications throughout the agreement. The template doesn’t aim to address every IP issue but offers a clear framework for navigating the most common scenarios. It’s a strong starting point for users, particularly those seeking guidance on fundamental choices, and the template overall represents a significant achievement.
While more complex transactions with meaningful IP components will likely require additional expertise, the template provides a solid foundation. Its use of clear contract language and practical guidance ensures it’s helpful not only for general users but also for experienced IP professionals.
I was introduced to Noelle by Nate Kostelnik. (Thanks, Nate!) I’ve long pledged that I wouldn’t draft contract provisions relating to insurance without the help of a specialist, and I’m pleased Noelle materialized at just the right time.
Noelle was previously the national practice leader for contract review at Marsh and Aon. She’s now director of contract risk management at Peoples First Insurance in South Carolina, and she’s cofounder of Contract Risk Academy. Having reviewed thousands of contracts for all types of clients over the past 25+ years, she was the perfect person to help with our template.
I asked Noelle too what she thought of her work on the template. Here’s what she said:
If you want to protect your business against risk, you should make sure your service agreements have appropriate provisions addressing insurance. Generally, lawyers don’t have enough insurance experience to allow them to even ask the right questions. The same goes for most risk managers and chief financial officers.
Working with you on your template has been a pleasure. You cheerfully admit you’re not an insurance expert, but you have great editorial instincts. You’ve taken what I’ve given you—the draft questions and answers for the interview, the draft guidance, the draft contract provisions—and helped make them better.
What makes this project particularly compelling is that it’s not for the benefit of just one client. Instead, everyone who uses the template will be presented with rational choices relating to insurance. Of course, that doesn’t necessarily mean you’ll understand which choice works best for you—you might need extra help. But it’s a great start!
And using your template makes creating service agreements a breeze! You don’t have to spend hours (or days) cobbling together your own contract. You don’t have to pay serious money for a lawyer to copy-and-paste something that’s likely to be outdated or mediocre. Instead, for a nominal fee, you or your lawyer can spend an hour or two completing the interview and get the benefit of state-of-the-art contracts expertise.
Thank you again, Ned and Noelle!
