Contract Drafting

Calibrate the document to the deal:

• Simple/low-value deals: Clean, short agreements. No need for 15 pages of boilerplate on a $10K services engagement.
• Mid-market deals: Full boilerplate with standard protections. Market-standard representations and warranties.
• Complex/high-value deals: Comprehensive drafting with detailed reps, extensive indemnification framework, disclosure schedules, and closing conditions.

3. Draft the Document

Structure:

1. Preamble and recitals
2. Definitions (only define terms used more than once)
3. Substantive terms (the business deal)
4. Representations and warranties (calibrated to deal type)
5. Covenants (pre-closing and post-closing if applicable)
6. Indemnification (if applicable)
7. Termination
8. General provisions (assignment, notices, amendments, severability, entire agreement, counterparts)
9. Signature blocks

Drafting principles:

• Draft in favor of your client but within market norms — don't draft so aggressively that the counterparty's lawyer immediately redlines half the document
• Use defined terms consistently
• Cross-reference accurately
• Use plain English where possible — "if" not "in the event that"
• Number sections and subsections consistently
• Include bracketed placeholders [___] for factual details the attorney needs to fill in

4. Self-Review

Before delivering:

• Check all defined terms are actually used
• Check all cross-references point to correct sections
• Check numbering is sequential and consistent
• Verify no internal contradictions between provisions
• Confirm the document is balanced for the stated party and context

5. Output

• Deliver the complete draft
• Include a cover note listing: key decision points the attorney should consider, provisions where the attorney's judgment is needed on aggressiveness level, and any assumptions made during drafting