Know Your Non-Negotiables With Amanda Matias

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0:00When the company across the table is much bigger than yours, which contract terms should you push back on? This is Contract Heroes. I'm Marc Doucette. Today, Amanda Matias joins me to talk about setting your priorities before the red lines, and asking why a clause is there in the first place. She shares how she approaches those conversations with the other side's lawyers. Let's get into it. So before we, uh, before we jump in, why don't you give the, uh, the listeners a little bit more information on yourself and, uh, you know, how you fell into this profession? Uh, absolutely. Thank you for having me. Uh, so, uh, as you said, I'm founder and CEO of Aligned Business and Sports Law. Uh, we are a boutique law firm that, uh, serves exclusively founders, entrepreneurs, and athletes. We handle all things business, um, from general corporate counsel, to contracts, to M&As, um, athlete representation, which is a unique component, uh, 'cause I have a background. I used to own a sports agency.

1:05Um, but yeah, I've been a serial entrepreneur, multi-venture entrepreneur for several years now. Um, got into business law almost 10 years ago, like seven, eight years ago, and, um, I just have such a passion for helping entrepreneurs because I live and breathe this lifestyle every day myself. And so being able to support other founders, um, and entrepreneurs with what they're building, it lights me up, and really at the end of the day, you know, what I'm doing, I'm creating my legacy by helping others build theirs, and I think that's just so amazing. No, that's, that's, that's awesome. Uh, you know, as obviously as, as a, a founder of a, a small business, right, I think this is something that, um, y- you know, it's, it's hard to, um, outsource.

2:00It's hard to have somebody take it off your plate, but I think when you find somebody, uh, you know, a, a, in law and an attorney that, that you trust and, uh, and, you know, allow to navigate, uh, these types of, of, uh, this portion, right, the agreements and the, the redlining back and forth with other organizations, I, I think that's just a huge time-saver. Um, so I would love to learn a little bit more. I mean, how did you get into, you know, the sports field, right? Uh, it's such a, uh, a unique area of law, and, uh, I'm sure you've got a ton of, of, uh, of interesting stories working with the athletes. Yeah, so I, a few years ago, I attracted my first NFL client. He has, uh, investment properties, multiple businesses. Um, a lot of pro athletes, they, they invest their money in other ventures, friends, startups, family startups. Um, but most athletes are horrible businesspeople. They don't know what they're doing, um, and so I help with that, and so that's how it started, and I was like, "Wow," you know?

3:10I enjoy, you know, working with, with them, um, connecting with their managers. A lot of times during the season, I don't really talk to, um, the athlete client as often. I'm usually working with their manager or family member, um, that helps manage their companies. Uh, but then, um, two of my friends and I, we found- we co-founded a all-women sports agency, um, that supports female athletes, and I had set out, um, an intention to manifest more athlete clients. I had no idea it would look like... I just thought that meant, you know, under my law firm, and, you know, more NFL players, more guys, you know, that I work with, but I had no idea that it would be a manifestation of a women's sports agency, um, and then connecting with the women's pro baseball league and, um, you know, some other female pro athletes. And, um, so since then, I've exited the sports agency. I just, you know, focus full time on my law firm now, but, um, I still get to work with the athletes, and they get the benefit of having a business attorney help them become the CEO of their brand and protect it legally, um, and help them build their business.

4:34I can, you know, secure merch deals for them, um, you know, brand deals, but also handle the contracts and protect the, the business that they're building off the field, um, that will hopefully, the intent is to outlast their playing career, um, especially for women's sports. So that's kinda how it came about. It just, like, fell into my reality, and I, and I enjoyed working with, um, the athletes and in that realm, and then, you know, like NIL stuff, it's really interesting to me, so yeah. Yeah, I- that's, that's something I didn't even think of, right, all, the, all the college stuff now and how, um, how, how much money there is to be made there for, for college athletes, right? So that's, that's very cool.

5:23And I, you know, I wanted to switch back to maybe talking more about kinda your standard, you know, entrepreneurs, smaller organizations, um, and the way that you, uh, go into, you know, negotiations when obviously companies like Koho or, or, you know, similar ones are, are pretty small, right? And, and a lot of the contracts that we negotiate w- with, the organizations are a lot bigger. Our customers are a lot larger than us. Mm-hmm. And, um, y- there, there's a lot of back and forth, you know, on the red lines. Uh, h- how do you, how do you approach working with, you know, large in-house counsel teams, uh, when you're negotiating contracts for, for smaller organizations? Yeah, that's a good question. So first what I do is, um, I'll review the whole agreement. I'll kind of internally know what terms, what page... 'cause usually, you know, like, these enterprise clients, their master service agreements are, like, almost 100 pages, if not more .

6:22And, um, so I'll internally notate, like, what is not even applicable to the scope of services that this particular client is gonna be providing. Um, and I'll redline everything. Um, but depending on who it is and what the client's goals are, how, you know, quickly they wanna close the deal, um, and what their, what their risk tolerance is. So I have to factor in a few different things as I'm doing these redlines, 'cause sometimes the redlines may be, like, very fair and, and reasonable. Other times they're very protective of my client. Um, but essentially, um, we'll go through, redline everything. We'll identify the non-negotiables. So let's say it's a non-negotiable for this smaller client to have a liability cap in the agreement, and the agreement does not call for one. Um, you know, so in a hypothetical, um, you know, a client could make 20, 30,000, 50,000 from working with this enterprise client.

7:33There's a dispute, and there's no liability, liability cap for, um, you know, what has been earned under the contract, and now they're in a lawsuit subject to multiple six figures, and it's gonna tank their company. Um, so we identify, what are your non-negotiables? What's your risk tolerance? And then when we take it, when we send the redlines back to these big companies, um, usually they reject most of them. And then, um, I'll get on a call with their legal team. Sometimes it's just one attorney. They're in-house. Um, or they have a, a small team that I'll meet with, and I will go through, and I want them to explain to me why they have certain terms. And then I tend to, um, identify as they're speaking either flaws in what they're saying, their thought process, their operational process and, you know, why...

8:33what their flaw is operationally or internally that has caused them to put these terms in the agreement, and I explain why it's flawed and how it doesn't apply or shouldn't apply to my client. Most of the time, having those conversations counsel to counsel, um, and sh- kind of shifting their perspective on certain things, we usually get what we want. Um- Yeah... but at the very least, we, um, we target the, the non-negotiables to get the deal signed. Yeah. No, I think that's important, right? I think it's always a, um... it's hard when you're going back and forth on redlines, you know, just via email, right? It's hard to, to really truly understand, uh, what the other party- Mm-hmm... is thinking or, like you said, why there's specific clauses inside of these agreements, right? Because one deal, something happened in one deal, and now it's boilerplate because they, they don't wanna have that risk again. Um, so yeah, totally, totally agree there.

9:28And, um, have you, you know, noticed over the past, right, AI is a big thing now. Are, do you use any, any AI i- uh, in your day to day? H- um, do you see that, you know, your, your customers are using that at all as well? Yeah. Clients are definitely using AI. Um, I have to tell them often, um, be careful what you upload from, from me or my firm, because once you upload, you know, certain things into Claude or ChatGPT, you, um, lose attorney-client privilege. And so if something ever ends up in a dispute, that's now all discoverable. Um- Oh, wow. But yeah, I use AI, um, daily. Uh, I have legal AI software, um, that helps with speeding up the process with, um, contract drafting, even negotiating, um, creating the redlines. What used to take, um, you know, easy 10, 12 hours to review a large contract now takes five to seven. Um, so AI has been a huge, um, game changer in, in our world, um, in, and in the legal industry altogether. But yeah, it saves me a lot of time, which saves my clients a lot of money, and, um, also it helps to...

10:56it's not always, you know, 100% accurate or, like, bulletproof. You can't, I can't rely on everything that it says, and some of the suggestions that it makes for redlining, I'm like, "Nope, dismiss that, dismiss that." You know, you still need someone smarter or, you know, experienced on the other side to accept or decline its suggestions. But, um, yeah, overall it's been super helpful. Yeah. Yeah, I agree. And what, you know, if, if anybody out there is listening, and maybe they're, they're working at a, a larger firm, or they're even working on an in-house team, what, what kind of advice would you give to them if they're thinking about going out on their own? Hmm. Uh, so when you go out on your own, you can no longer have a lawyer mindset, right? You're at a firm. You're an employee. You have an employee mindset there. Starting your own firm doesn't just require you to be a good attorney. You have to be a good business developer, good marketer, a good, uh, systems creator. You have to-...

12:08really transform and do things and think about things that you didn't have to before, that go way beyond just being a good lawyer. Um, so being able to wear all those hats and do the self-development, the personal development, the growth that's required to actually build a successful law firm, and realize that it has very little to do with you being an actual good attorney, but you have to be a good business person, and that takes practice, it takes trial and error. Um, so it just takes time. Mm-hmm. Is, is there a way to dip your toes in the water to, to see if you have an appetite for going out on your own before you do, or do you really just have to jump all in and, and, uh, and trust yourself? Well, if you're working at a firm, you usually, um... And I don't know if this is, like, just state-specific, but, um, you usually can't also have your own firm on the side. Um- Right...

13:13you know, and then you'd have to get your malpractice insurance and, you know, that, that kind of stuff. So really, it's, um, you just kinda have to go all in. Um, for me, it was never my, my goal to stay at a firm. I, I did big law. I learned all the skills that I needed. They were transferable to opening... You know, having my own practice. But the whole, like, being a business owner and what that entails took, took a lot. It took years, you know? We're still, we're still building. We're still, you know, learning from, you know, mistakes and stuff. Um, it, it's a... The entrepreneurship journey is, is everlasting. It's, it's ongoing for as long as you wanna do it. Um, but it's not to discourage anyone, because if you have the drive, and if you, if you're like, "You know what? I don't want these, you know, whoever determining my salary cap," or, you know, "I have to meet these billable hours every month, but I don't get to spend enough time with my kids, and I'm gonna regret that one day," like, if those are the thoughts occurring in your mind over and over, that's, you know...

14:24I believe that if you have an idea in your mind, it was given to you, and you have the ability to achieve it and manifest it, so- That's great. I love the- I say go for it. I love the- Mm-hmm... the positive attitude. Um, I... So I have a question. I'm curious. For, for, you know, most of your, your customers, right, we talked about MSAs, do you typically work off of the, uh... Is it almost always off the vendor's, uh, paper, or do you see that customers actually, you know, do have an opportunity to work off of, uh, you know, their own template? Yeah, so I, I draft master service agreements regularly, uh, for clients. We're not always forced to use, you know, these, these pre, you know, templatized ones from the big companies. Um, sometimes the big companies are okay with, with using the ones that we draft. It just really depends on the situation, the service, who the parties are.

15:24Um, but I recommend every, um, service-based company have their own master service agreement, and not one that's drafted just by AI. 'Cause even though it may be good, it's only, like, 40 to 50% good. So, um- Yes. Yes. That is very true So definitely, yeah, there's definitely space for, um, you know, a, a smaller company to use their own MSA. They- That's usually the case, they usually do. Yeah. Yeah, I think we see probably, like, 70% of the time we're able to use ours. Mm-hmm. Um, but it's, you know, the m- the very, very large organizations are the ones that try to guide us to their MSA. And it's, it probably saves us time, right, in redlining, because they're, they would just mark our, ours up pretty, um, pretty significantly. Um, what... I guess, so, you know, let me ask you this. If, um, if anybody else is in your shoes, right, and, and is negotiating typically with, with customers or vendors that are larger than, you know, who they're representing, I mean, any, any tips or tricks going into those negotiations to, um, have things go smoothly, fast, you know, anything like that?

16:35Yeah. Um, my number one is I always identify what my client's goals are, and what is their risk tolerance. Once I know that, then I strategize how I go into this negotiation process, and how I kinda nurture the relationship, like, going back and forth. Um, and I think just understanding what their contracts are actually saying, and how it applies in real life. So if, you know, a lot of these pages, it's, you know, it's paragraph after paragraph, and you're just like, "Oh, my gosh," like, "I don't wanna read this anymore," you know? But if you just kinda step back and then take a look at it as a whole, and then kinda break it up in sections and say, "Okay, in real life, if this were to be implemented, what does that mean for my client?"

17:40And then you just kinda actually come up with, like, a realistic compromise, um, you know, with it, within the terms. And usually, it... Sometimes I have to get on a s- a Zoom or a Teams meeting with their counsel and explain the thought process and why, you know, I'm making this, you know, change, but they're usually like, "Okay, that makes sense." And it's something that's not, it's not super risky for them, and, and if it is, they can absorb that risk, 'cause they're much bigger, but it's protective of the smaller person, you know, smaller company. Mm-hmm. So, um, that's also, you know, like, kinda how I approach it. But, um, let's see. What other tips or tricks? Mm. Also having a poker face on the meetings. Yep. Yep. I think, I think that might just be in business in general, uh, and not, and not- Yeah... just the, uh, the legal, legalese conversations. But, uh, but no- ...

18:47I think that's great advice as well. If, uh, if folks wanna learn more, um, uh, you know, about the organization, about Aligned or you, where, where's the best place to, to connect with you? Yeah, so, um, Instagram is Aligned Business Sports Law, um, Facebook as well. The website is Aligned Business Lawyers. I'm actually in the process of editing it right now, so it'll say coming soon if you visit it in the next, like, week or two, but otherwise, after that, it'll be live. Um, and then, um, on Instagram also, um, my handle's amandamatias.esq. Awesome. Well, Amanda, thank you so much for joining us today. And, uh, thanks everybody for listening to another episode of Contract Heroes. Thanks. This episode of The Contract Heroes is sponsored by Koho Consulting. Koho helps organizations of all shapes and sizes find, implement, and manage their chosen CLM tool.

19:45Whether your project is buy or sell side led, Koho can help you navigate the waters of the CLM space to make sure that you're getting a product that's going to fit like a glove years to come. If you'd like to learn more about Koho, visit their website at C-O-H-O consulting dot com.