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[Music] hi everyone this is olga matt building the future of contracts from home and today i'm with my very good friend nada nada please introduce yourself hi olga hi everyone my name is neda al-najjafi i'm currently serving as corporate counsel for franklin templeton i've been an attorney for a little over 11 years now i started in commercial litigation did not like that and went in-house for most of my career i spent a few years in automotive at lexus and faraday future and then i landed where i am today at franklin templeton so i know you have a love affair with contracts i do let's talk about that tell me why you find them so fascinating i love contracts and i think that it dates back to my love for words ever since i was a child i come from a family of immigrants my parents moved to the u.s from iraq in the 1980s and english was not their first language they had to just kind of you know learn the language as they went part of it was learning through me um as a child as as i was learning the language so were they and growing up they would have me write birthday cards for them or show me letters but can you read this and translate to me and i just grew up really understanding that there is a power to language and to words and to really being able to master them and i didn't really know what i wanted to do with words but i knew that i loved it it was like i could do journalism i could be a writer i could go into marketing and just so many different options um but i ultimately chose law because i loved reading and writing and it was in the contracts 101 course in law school that i've found a whole new universe where the power of words can really come to life and that's in contrast and i see contracts as stories you know they have a beginning a middle and an end and you pick certain words to go here or to go there and it really can change the meaning or the interpretation um and that really i feel like i um i'm able to be a storyteller and really master my words through contracts so that's kind of what has led me to in my career um i spent majority of my practice reviewing drafting and negotiating all sorts of contracts such a great way to describe this um and as i was listening um it was really resonating with with me because i immigrated to united states when i was 13. i did not speak english i have this thing where when people were asking me what i want to be when i grow up i really want i kind of used to think it was a stupid stupid question i still think it's a stupid question i like giving you an answer that leads to reaction so i like telling people that i would be a lawyer when i didn't speak english because yeah i'll be a lawyer and they know i don't speak english and they they kind of like pause and look at me and and you definitely learn that the disconnect is that words of power and you as an immigrant don't have access to it and they're standing there they don't necessarily want to give you a reality check and you know the gap and you're staring at each other and i as a as a kid i really enjoyed that reaction and it sounds like you kind of came with it uh from the from the same perspective so very interesting i like the way you think about contrast is telling the story the beginning middle and end and stories are powerful i spent over 15 years now telling stories about the future of law i like your focus on contracts and how they tell the story um what is the role of a lawyer in this storytelling is a lawyer just a scribe or do they have a different bigger role in that narrative that's a great question um you know in this in the role of an attorney being able to tell a story through contracts what's really unique about this type of narrative versus like a script for a movie or something is that the contracts don't have one ending we don't know how it's going to end we hope that it will end where both sides are successful or both sides are happy or they never have to look at the contract again but part of our job as an attorney is to anticipate the the total possible number of endings to write an ending to address the solute the problem with certain solutions in multiple aspects rather than just looking at we need to pick one way only um and we should be part of the story you know i always like to partner with my business clients and help them craft their story it's not just how much are you going to pay for something what kind of service are you looking for but it's about the strategic partnership where do we want to go in the long run what what problems can we avoid together how can we address the solutions together so i think attorneys should be a part of the narrative and help write dynamic scripts that can change across time and across different variables dynamic script and i turn it as characters in a play or book or script as opposed to just mere scribes that's the difference between being an in-house attorney or being a more of a niche attorney that in-house you really want to be more of a generalist so that you can see things from multiple different perspectives and be able to advise your client on a broader spectrum rather than just contractual issues or just intellectual property term dynamic script what do you mean by that we're doing like um a vendor to customer agreement um let's say for services and we want to sign up for three years we don't really know what the company is going to need three years from now or what different service offerings the vendor might provide three years from now are we going to want to renew are we going to want to terminate do you want to expand do we want to add users we want to subtract we don't know all we can do is put our brains together you know business and legal and tech or who the other stakeholders are combine and come up with our best guess our best case scenario but at the same time we want to create clauses that allow the contract to be successful across change and that's what i mean by being dynamic so you know if we want to add users how much will it be per user if we want to renew can we lock in pricing from now can we say that it only increases by x percentage or do we have to start all over again um so it's allowing the clauses to move over time across variables across different needs instead of just being like a snapshot it should be more like a video you have contracts so much that you found an organization uh what is the name and tell me more yes uh so the name is contract nerds contract nerds is is my little baby of 2020. um i'm really excited about it it was kind of birthed out of quarantine i was missing going to networking events and connecting with like-minded attorneys in person and so i started exploring linkedin a little bit more i mean i before this year i would just use it to search for jobs or maybe look up a couple people but um but i i was really surprised to see how much activity there was on there especially for the legal community and really like a really good group of attorneys transactional attorneys and litigators have kind of found each other on linkedin across the world and they share important content about the legal industry whether it's you know litigation whether it's about technology or legal operations and some of the content that you put out there you know i got inspired by it and i decided that i wanted to engage as well and i just started um i kind of i i examined what was already out there and i noticed that there's people talking about contract drafting or about contract technology but not really about contract negotiations and that's one of my favorite things about contracts is actually the negotiation process so i wanted to tie general negotiation concepts to contract negotiations more specifically that's when i started writing about redlining etiquette and some other negotiation tips and i was just surprised people were interested in it and that kind of fueled me and kept going and um out of that came this idea that hey i want to create a platform for everything contracts whether it's resources learnings um podcasts articles blogs people just connecting with one another because i don't i i didn't see one that existed out there already um kind of created by attorneys or created by contract experts as you've seen i'm starting out with a blog where i post an article every week i'm starting to record a podcast which um is an interesting process and i'm just hoping to get information out there about contracts because really what they teach you in law school isn't enough to be successful as a contracts attorney it's getting a little bit better since i graduated law school but i want to kind of bridge that gap and help people who are interested in contract contracts come and talk about it i love that article about the etiquette and um i do find a lot of like-minded lawyers on linkedin uh sharing ideas and inspiration and uh we do geek out on on contracts and those have been some of the inspiring fruitful conversations so i have to ask you this question red lions or black lions or something else entirely what do we call that i mean i refer to it as red lines um they could be all different colors now they can be purple and blue depending on you know what collaboration tool you're using um but to me it it started you know when i was in los when i was in law school i was an intern at this software licensing company and i just started that's where i learned how to review contracts we were doing due diligence for a merger and actually redlining used ccp on paper and used to get out a red pen and just start marking things up and so that's how it's kind of ingrained in my head that no matter what tool you're using it is the process of um drafting re-drafting and negotiating the contract yeah yeah i find that people uh attorneys have many names for it redline black lives matter uh compare their you know all kinds of name for it so i joke that um contract negotiation is doomed from the beginning because we can't even agree on the name it's it's sort of a a a a very good example of kind of where the uh negotiation starts from but that those jokes aside uh you know let's talk about uh negotiation uh and the process of it because negotiation is different from red lines red lines are not negotiation right right um and um and i like your focus on negotiation tell me why why the fascination was negotiation probably starting from when i majored in psychology and undergrad i just really love understanding people and the art of communication and that's really the umbrella that negotiation falls under it's understanding people communicating with them and trying to you know persuade or teach or whatever word you use to try to to communicate with the other person your idea um and reach a mutual agreement and it's really hard to agree with people you don't agree with people all the time you don't agree with your best friends or your parents or your husband or wife all the time you know people that's the art of the human mind is that we have these unique aspects and we think differently which is really cool but we can collaborate and work together and we can find a compromise and find a solution that works for both sides to help us promote the end goal the end goal of the service or the product or the idea you know coming to life um and i would argue that if used correctly redlines could be a really good medium of negotiation it really depends on what you're using the red lines for and that's what i talk about with the redlining etiquette is it should be more than just cannot accept these terms you know must delete these this doesn't make any sense you know it should be it should be the craft the legal craft your argument you know if you were litigator you would be putting your arguments in motions um why don't we do the same as transactional attorneys there is a legal analysis behind our reasoning for striking or editing or modifying something and using negotiation tactics um with red lines i think gives you the ultimate this the sweet deal you know of really ultimately being able to communicate to the other side efficiently and effectively to help get you from contract um is open is drafted to contract is closed and we fully agree on it let's talk about the intersection of contracts and technology um contract is a huge opportunity it there's just so much and i'm not just talking about different industry and different kinds of contracts there are different stages of contract there's it's such a huge and impactful area because if you think about it in-house every lawyer is pretty much a contract lawyer it doesn't matter if you're a litigator it doesn't matter if you're strategic supported as a matter of your product support or sales support or anything else for that matter chances are in-house you create negotiate manage or interpret contracts all day long that's kind of what we do in-house right we're all contract lawyers when we're in house even if we're say even litigators we also know that the most important assets and relationships in the company are contractual ones so contracts are important and lawyers are there the you know this small or large army or a small army with a large presence is there to protect those and create value and diminish risks of those assets you know there's opportunity in technology to help lawyers and to help the stakeholders outside of law to extract and use this value and and and be part of the conversation um so what is your take on this intersection of contracts and technology i'm so passionate that this really is the way of the future and that we need to start implementing this right now we shouldn't there's really nothing that we should be waiting for i mean the question is how doesn't technology help contracts it does in every in every single way and it's only getting better um i think that there needs to be a little bit more education around it um and and attorneys in-house attorneys who are looking to implement these solutions kind of need some support really to build the buy-in internally for whatever reason legal doesn't really get a big budget legal technology you know a lot of business folks think well why does legal need technology they've already been doing it fine why do we need to change anything so i think that kind of dialogue like a lot of the engagement we're seeing on linkedin a lot of the content coming out um is really going to help kind of spread the word and champion this change that we need in legal department and as you know you know legal is stubborn legal likes to be in their old ways but i recently did a demo for parley pro and i thought it had a really cool feature the collaboration tool helps with negotiations and being a fan of negotiations in general you know i like the focus um a lot of clm tools there's each one focuses on a different aspect or some focus on all of it across and there's different aspects and features that each one you know sets forth and kind of markets what i'm looking for what i think is really important to our industry is support with negotiation um because that is the heart of the legal practice that is the thing that we can't outsource or off-board or find someone else to do that's what we're hired to do as attorneys um so i really like that collaboration tool and i remember you telling me that was one of your favorite parts of parley pro yeah i um yeah i've become i as you know i'm not the founder i'm um uh the lateral ceo identified by the founders to join in the role of ceo and the party that i like is that digital negotiation piece and the reason for that is because negotiation is a last mile problem in contracts it is the most expensive in terms of resources and time and and frustration um it is very critical and and it is an opportunity where a lot of value is created and race can manage uh so it is a last mile problem that is critical and yet it's the most manual and have not been historically digitized i was very impressed kind of like yourself that um this part is digitized i got really getting excited so much so that i that i i left everything and i became the ceo for the pro but for that reason among many numerous others so i definitely think that solving the last mile problem is critical uh we are nonetheless a full country life cycle management platform would help create negotiate managed contracts uh but i do think that that last mile problem is critical uh before we talk about adoption of digital negotiation let's talk about the legal mindset and you just mentioned that you know there is resistance um how do we deal with it and you also mentioned that this is changing tell me what changes you're seeing i'm curious kind of understand what you're seeing i'm happy to share what i'm seeing and then most importantly how do we inspire people to to maybe um embrace the 21st century yeah i mean i think that with um with the quarantine and everyone having to work remotely where it in general technology um kind of got like a push forward and in the legal industry with you know it's it's traditionally been an industry where um they like to see you come into work you know attorneys like to see in in with their own eyes evidence of people working we're just evidence-based people you know um so but you were forced to work from home and so now you now you rely on technology more than ever um and i have colleagues who still use printed pieces of paper and have a stapler on their desk and i'm like oh my god we need to talk but um they just can't anymore you can't keep driving back and forth to your office and picking up boxes of paper um from from a logistical standpoint it's not convenient um from a security standpoint it's not secure where are you putting it in your house these are confidential documents you know is the animal going to drop its food on it or is what if you know so it's just not secure um so there's multiple reasons why technology is helping the transactional lawyer right now and i think the change that we're seeing with that is that in terms of the dialogue among in-house attorneys it is technology is becoming more and more accepted and more and more so being acknowledged as something that is needed the issue that i'm still seeing is that it's it's like i want it but i i one can't get the money for it because my company doesn't think it's that important um or two i can get the money for it but i don't have time right now because i just have so much on my plate in terms of my legal work that i don't have time to prioritize the implementation or even just looking and picking the right clm tool and i think that one way that we can address this issue is by you know every business department marketing i.t you name it they usually have project managers coming in and helping them with whatever technology project that they have on their wish list but legal rarely kind of uses that resource um and i think legal project management is booming right now and it's going to grow even more so you're seeing changes in like deloitte and other alternative legal service providers um i'm really passionate also about consulting and change management and project management on the legal side and i think this is a solution that will help us bridge the gap between i wanted and now i'm going to do it yeah i certainly think that pandemic has changed a lot of things yeah um i also think there is another sort of impact on rainforest with paper um yes good one yeah great the environment of course yeah there is a really good strong argument sustainability argument why we should be using digital versions of contracts and i don't and when i say digital countries i don't mean just taking paper and making them on computer right we should if we're using a different medium just like in painting or or uh sculpture when you're using different materials you use different tools and you treat it differently you don't pretend that oil is a watercolor and you paint it differently so i think with like analogous digital contracts uh we we should stop pretending that digital contracts are paper they are not paper they are very different they behave behave very differently and we should treat them differently and build different tools for that um and they're absolutely strong arguments including the sustainability arguments uh and security argument and you know dog ate my homework argument yeah so absolutely um and yes we see pandemic uh kind of uh changing quite a lot of things we had a few clients who who had this wah print and walk process before uh we implemented parley pro and one of them implemented like two weeks before shut down and his ceo uh basically wrote him a letter saying oh my god you are a true hero you had the wisdom and foresight to predict this pandemic and you prepared us because our business would have stopped because you would not be able to print a walk and walk to negotiate contracts and i said do you want me to send you a superhero cape it really um turns us into superheroes to legal superheroes something that 10 years ago we just thought i wish that i could have something that helped me collaborate better so i didn't have to keep sending these emails back and forth and now technology can do it it's not an exclusive tool but it is an important tool for certain types of problems right and you should absolutely hire the right people and have the right process and yes your technology stacks should complement all of the above and work well in in in the context of your industry in the context of your company in the context of your department and in the context of maybe even your individual preferences yeah so yeah it's it's absolutely uh something that is an opportunity to for legal departments to embrace you manage you mentioned project management in legal you said you see it increasingly increasingly does it mean it's prevalent or uh it's very rare still i actually spent four years in business consulting i was general counsel of a consulting firm they did business management consulting in the automotive industry um but it was about 50 employees so there wasn't really like 40 hours a week worth of legal work and the ceo said hey neta would you know i think you'd make a great consultant what do you think about letting me train you in consulting and billing you out to clients and i was like sure i have no idea yeah i was a young attorney and i still wanted to spread my wings so i tried it out and i started at the bottom of the consulting ladder doing business analyst work learning how to use excel and i was like oh my god why am i doing this what did i get myself into but then i started managing technology projects like i um was the project manager for building two mobile apps for car companies um and in doing that i worked with engineers designers business folks um internal stakeholders and i was trained in project management then i went to lexis and i was doing a project there not on the legal side but on the business side where i was helping them prepare they were moving their headquarters to texas and i was helping them get ready for that by building standard operating process procedures sops for pretty boring documents just you know what do you do and then you write it down or you map it out or whatever the case may be but it's good protection for for the business to have and in doing that i started learning about some of the gaps in their legal processes and then i started doing legal project management for them where i started mapping out their contract management process chatting with their various managers and asking them how and when do they engage legal for contract review what are they looking for that can make that relationship better you know between the business and legal teams and all of that and then i proposed a strategy plan on how to make the contract review process more efficient and more effective at lexis and then they hired me to be the legal business and project the legal business manager so i had this dual role where i was doing consulting work and legal work and that's what i call legal project management is when you're applying standard project management principles to legal processes legal projects um and as a solution i think it's it's a really great tool because um more and more attorneys are starting to get trained in project management it's starting to be offered as a more like a regular kind of basic course in school and stuff like that um but not all attorneys you know most attorneys don't have that kind of training so we have these ideas and we we want to share them and they're good ideas but we may not know the right way to say it you know in the corporate context we may not know who the right person is to say it to we may not know how to present it how to build a nice fancy deck you know and i think that's that's that's a that's a a barrier to entry that's probably a reason why we're not getting the budget that we need to get and we're not getting all the yeses that we should it's not because it's not a good idea we're just we just need to pitch it in the way that the business is used to hearing it that's different from legalese you know it's that plain english that business lingo um yeah and i just i'm hearing more people talk about it i'm seeing more consulting firms expand into legal project management and that's why i think it's starting to be realized as a true solution yeah if there is something about whether we're trained in law school it's a little bit like we come out fluent sometimes not even floyd in latin in the english-speaking world um and the english-speaking world here is the language of finance the language of project management the using excel all of those soft skills um and we may or may not come out from law school from the bar exam even with hard legal skills let alone um all the other sort of uh skills that the rest of the world business world uh takes us table stakes um and so we end up as in-house lawyers often being latin fluent english deaf right and it is a challenging place to be and i i know in my case my career kind of like yours really took off when i uh embraced uh becoming fluent uh in in in business language of finance and uh and soft skills and management and project management uh because then i would all of a sudden my ideas my ideas have not changed but they began to be hurt and understood and i felt the impact yes exactly exactly and that's i think what we need in the legal industry and you know vendors like parley pro or the other clm vendors can help attorneys with that um you know by by giving giving us data that we can take back to our stakeholders like how much money can we save by implementing this tool um how much contract leakage can we prevent what how much head count can we you know conserve or whatever the case may be and and you know kind of helping walk us through that process as a partner that's what i look for when i'm looking for you know a vendor to partner with in this legal technology journey is someone who's helping me um not only just selling it to me but helping me helping me communicate helping me win the the project get the budget design the best um you know customized portions um but i think together i think you know when in-house legal partners with their vendors that really that's um that's setting us up for more success yeah we find that um dashboards are one of the more popular features of harley pro and that's because they give you a lot of data and information and help our clients to really have a seat at the table and speak the language of business about the impact of the department and the impact on their business and what they can change and they really truly become business owners or business stakeholders depending on the context and they really allow them to speak the language of business and i think it's not a coincidence that dashboards and data are so highly thought and empowering uh for our clients absolutely um and when i returned a little bit about the digital negotiation and and and the um the intersection of contracts and technology um you know you and i share this passion for into this intersection but is there anything is there any aspect of contract negotiation or contract that you think technology will not be able to replace um that's a good question um probably the human aspect the fact that at the end of the day behind every tool and every system is people um and that really that's that's part of the art of negotiation as well is um i talk a lot about leveraging empathy in contract negotiations making a connection with the person on the other side of the deal um you know the tools help you facilitate the the the quantifiable things like data um the the formulas the thing you know as much as we can we try to automate but who's making the decision the person who's making the suggestions the person um so that's really who you want to appeal to at the end of the day and um yeah that's why talking about empathy and negotiations is also one of my other favorite topics so tell me when you say leveraging empathy what do you mean by that well i mean that empathy is actually a powerful powerful tool in negotiation because psychologically speaking the more someone understands you the more likely they are to agree with you and um inversely as well you know when you don't understand someone you're less likely to say okay and to agree with them uh really you know especially as attorneys we're really inquisitive because we're analytical so we want to understand the why of something before we make a decision and if we don't understand the why the default is going to be no so before you can even get to yes and reach that agreement first explain why and that's why i advise like in my redlining etiquette guidelines to provide explanatory comments whenever you make a redline to explain the why up front and if you if you know you still are at an impasse schedule a call and discuss the why um appeal to the other side and instead of saying this doesn't make any sense say you know for clarity purposes would you mind explaining this to me again or can you help give me an example here of how this might actually play out in real life um or have you seen this in other contracts because i haven't and you know and i've done quite a few but you know i don't know everything if you know happy to hear you out i could be wrong you know and just saying it respectfully um and and communicating with them in a way that their point of view matters too you know you really have to appeal to them you can't twist someone's arm and force them to agree with you um and that's something that i think through using collaboration tools and negotiation tools like we save time on some of the annoying stuff that we don't want to deal with which means that we can spend more time on the negotiations and more time means better quality more care um more time to connect with the person on the other side and really talk about the deal yeah of course it doesn't work you know just like violence doesn't often work yeah work doesn't work whether it doesn't verbal or in in red lines or any other way um you're really much more likely to to get to yes by understanding yes um we're coming to the end i would love to kind of you know we are in the middle maybe hopefully end of pandemic um there are a lot of people in transition many of them are lawyer lawyers and many of them are seeking to upgrade skills there are also many recent graduates seeking to enter various legal fields including contracts um how do you recommend that lawyers in transition or whether it would like to enter this field what is the thing that they should be learning how they can be competitive how they should position themselves what are your recommendations for folks in transition and folks who are trying to enter the field that's a great question um i think to really set yourself apart if you want to go you know be an in-house attorney or go the transactional route is project management skills change management and project management there are certifications you can do training programs sitting in on cles asking maybe maybe you have a side job if you're not practicing law you're in law school you have a side job or if you are practicing law you're working at a firm just volunteer to work on some business tasks you know hey can i put a powerpoint deck together for you hey can i do some marketing for your linkedin and just start practicing business communication and business project management skills because it's so vital to your practice as an attorney as a contracts attorney because we work so closely with the business folks that you want to be able to speak their language that's part of the fluidity and the dynamic skills that we should have as attorneys i think that would really set you apart so before we go i want to ask you one very last question you that your um contract nervous is your baby what vision do you want to have what do you have for your baby that moment you remember every baby doesn't say baby you at some point releasing every baby into the wild um what does it mean to you uh for for entrepreneurs to grow up and to be released into the wild yes i'm hoping i'm hoping soon um i really you know there's so many different angles you can take with contracts i think a lot of people a lot of companies do a great job with contract drafting tools and templates and contract technology and i'd really like to serve as the bridge to the gap between legal and technology as we've talked about i have the background in consulting and legal and i'd love to have contract nerds be a legal ops consulting services platform where you know if in-house attorneys need help figuring out where they are in the contracts automation process or what tools to use they don't have the time or the expertise then they can hire someone like me or contract nerds to come in and help run that project for for them and help them get from point a to point b from manual to automated i love spending time with you you we have so many things in common from immigration experience yes our awards to two contracts uh we could talk for a very long time because we should definitely do it again i really thoroughly enjoyed this conversation and let's let's do it again thank you so much olga it's always wonderful to chat with you i really appreciate you having me here you bet i had a lot of fun me too