The Rules of Redlining - Nada Alnajafi

Made with speech-to-text software, so a few words may be off.

0:00You're listening to the Contract Heroes podcast, your one-stop shop for all things contract management. And now here are your hosts, Marc and Pepe. Hello, everyone, and welcome to another episode of Contract Heroes. Today we've got a great episode for you. Nada Al-Najjar, the founder of Contract Nerds, also the author of Contract Redlining Etiquette, is going to be joining us. Uh, so without further ado, I'd like to, uh, introduce everyone to Nada. I wanna turn things over to her and allow her to share a little bit about herself. So Nada, thanks for being here. Sure. Hey, Marc. Hey, Pepe. I'm so excited to be on Contract Heroes today. I have been practicing in-house for a little bit over 12 years now, working mainly in the technology industry. I work with a ton of contracts, drafting, reviewing, and negotiating them all day long.

0:59Uh, so it's safe to say contracts are the, my favorite part of my job. And a couple years ago during the pandemic, I was really, um, trying to find a way to connect with the in-house community and really try to make a difference in the way that we all learn how to work with contracts, because most of what I learned, I learned on the job, not in school or any kind of formal training program. And that's when I started going on LinkedIn and engaging with some of the content creators there, and then I started posting myself about contract redlining and negotiation tips. One thing led to another, and I launched the Contract Nerds blog in August of 2020, and it's been almost two years since then. Uh, I recently published a book called Contract Redlining Etiquette, which is really the first book that puts together, um, all of the best practices and tips around redlining a contract. And so I am excited to be here today to talk to you guys about that. We're excited as well, Nada. I'm a big fan of your LinkedIn posts, and congratulations for reaching the 10,000 milestones for that. Thank you.

2:08I really follow all of your posts. And well, I think you summarized a lot of the things that I, that we wanted to ask you during this, uh, interview. Um, I, I totally agree with you, right, that, uh, negotiation process is something that you don't learn either in law school. It is something that you learn, uh, when you work either on the, on the, uh, law firm or, or inside an in-house team by getting, uh, notes, you know, with the red ink when they print a document from your boss, something that I hated when I was working back, uh, at the law firm. But I, I, I, I, I w- I was really impressed about your work, and I'm, and I'm going to buy the book on Amazon. And, uh, and I, and I think it's, uh, it's, it's a great job that you're, you're, you're trying to help, right, especially, uh, people that are just starting to work with contracts either in a law firm or the, uh, or, uh, in, uh, in an organization, and I think that's, uh, that's something that we all need to do, right, in order to... We n- nobody likes to have long-term negotiation. We try to keep things as smoothly as possible for your, uh, clients or for your company. So congratulations on that, Nada. Thank you so much, Pepe.

3:23Yeah, I think, um, in the contracts industry, we are all trying to find ways to work more efficiently. Right. How can we close out contracts faster? How can we reduce the number of back-and-forths in, in the negotiation process? And we do that by ma- creating more efficient internal contract review processes and working with contract management systems and CLMs. But I think that, um, we have sort of missed the focus on redlining, because so much of the time suck really happens in the back-and-forth redlines during the negotiation process. So if everyone is redlining a different way, then of course we're gonna have inefficiencies there. Really what I wanted to do with Contract Redlining Etiquette was get everyone on the same page so that we're all following a similar redlining process, and that will make it more efficient. Right. And so c- can, can we start, uh, w- with this open question, Nada, like can you give us or highlight some of the, uh, redlining best practices that you have found during your experience? Absolutely.

4:31So my favorite is rule number one. I have 10 rules to Contract Redlining Etiquette. So rule number one is about explanatory comments, and the rule is that you should use explanatory comments to accompany your redlines. And when we talk about it from simply a psychological and general negotiation standpoint, it's very difficult to get people to change their behavior. So when you ask someone to do something and to change the way that they already do it, the first question they ask is, "Well, why? Why should I change what I'm already doing?" In the context of a contract negotiation, it's, "Why should I change my template? Why should I change my clause to meet your needs?" And, um, when we c- when we provide that explanatory comment up front and we explain the why, we say, "Hey, we would like to have a termination for convenience clause added in because our company doesn't wanna take on the risk of XYZ." So now we have a why and a because, and that opens up the negotiation, the discussion, instead of someone having to proactively ask, "Hey, why did you make this change?" So immediately- Right...

5:42by being proactive, we're reducing the number of back-and-forths. Right. It's trying to explain why you're making that change, right? It's not something that you're just imposing because I said so, but it's like a very polite way on explaining what are the risk involved in, uh, for our customers or, or for our company, right? And I totally agree with that. What would be, like, the second best practice, Nada? Okay. The second, the one I really like, is really knowing when to switch from the email back and forth of redlining to picking up the phone and scheduling a call. I think a lot of times people wait too long to actually pick up the phone and talk live back and forth to one another. So we, we kind of get our heads down, and we're working on all these contracts, and we have so many contracts, and we're sending out emails. And it doesn't really dawn on us that, hey, if I just picked up the phone, I could resolve this in five minutes instead of sending, like, five back-and-forth emails just to understand the point.

6:43So really understanding that you have multiple modes of communication. It doesn't have to just be email in order to redline and negotiate your contract, and knowing when to kind of make that switch to drive your negotiation forward. Right. And there's a lot of, of apps for that, like, like Calendly. Like, instead of having to, uh, send, uh, on and back, uh, emails saying, "So can you give me some options?" "Well, here are my options. Does this work for you?" "No, these don't. Let's move it for next week." Like, you can use some other apps like Calendly, so just pick which time slot works for you, and this will make things, uh, way easier. Yes, yes. Absolutely, yeah. And my rule of thumb, which is in rule number three of contract redlining etiquette, is you should have one exchange of emails back and forth and then move to a phone call. That's a good rule of thumb. If you have a more complex agreement, like a software service agreement, um, or like a merger and acquisition transaction, obviously you'll need some more email back and forth.

7:43But when your contract is at that point where you're like, "There's only a couple items we need to close out, and then we can get this signed," that's when you should schedule a call. Use something like Calendly. Just quickly get on someone's calendar, pull up the latest version of redlines, and use it as your guide, and then make those decisions while you're on the call. Exactly. And, and I, I gotta say that you should always have a balance, right? Because maybe there are some things that you can't explain in an email. Let's say, uh, some of, in my experience, is that, okay, if the only free time for a scheduled call is until next week, maybe just send, right, your questions, uh, in advance so we can go and start talking to each of those question during the call instead of getting them, uh, during the call, right? Yes, yes. So it will make way easier. Exactly, Pepe. You hit on preparation. Preparation is really key. You wanna make sure that you're as prepared for that call as possible.

8:42Don't wait for that call to happen and then say, "You know, I haven't read the contract yet. Give me a couple minutes while I read it," because you're, you're, you're not taking advantage of the efficiency that we're trying to create. And, you know, it's kind of wasting everyone's time. Give yourself some time before the call to prepare. Re-read the redlines. Check out the open items. And even meet with your internal clients beforehand if they need to be involved in some of the decisions, and ask them, "What are you okay with? Can we accept it? Should we negotiate it?" So when you're on the call, you're fully prepared to make a decision. And Netta, how, how often, you know, when you're working redlines with folks, I mean, do, do people try to at least ask for an explanation before they just go ahead and maybe delete a clause or, or redline something specific because they just don't understand exactly what they're reading, but don't wanna ask you for cl- clarification? Yeah, great question. Actually, by default, most people will probably just automatically reject something that they don't understand.

9:43If you have a really gracious counterparty who's very interested in creating that successful partnership, then they may reach out and ask you, "Hey, you know, can you just give me some more explanation? Why are you proposing this clause?" Um, but most of the time if you send redlines over to the other side and the other side has more negotiation leverage than you, they're just gonna reject it. They're not going to ask you to explain yourself. So you set yourself up for greater success when you get in front of it and you add the explanation. And so when whoever receives it, they're reading it, and they're just, "Why did they make this... Oh, that makes sense. Okay." And maybe they accept it or they counter it. That's a lot more likely than just automatically rejecting because you're essentially, you're having a conversation with them through the redlines. Correct.

10:38And this is something that we discussed on one of our, uh, last year's episode. We talked with Sully Gaier and Paul Branch from the World Commerce and Contracting. They have these programs about the simplification of your contracts, right, on the, on the clauses. Because one thing is that, well, most of the times, and I think there's, uh, there's, uh, statistics from, uh, the World CC, that is that 90% of the organizations, like, the, besides legal, they don't understand what it says on, on the contracts. And this will be... this will make things easier, right? Because most of the time procurement are the ones who do the negotiation process with the counterparty regarding the commercial parts. But when the counterparty ask about, "So what do you mean with this clause?" Now they have to go with legal, and legal have to intervene and do all this triangle, you know, and to start, um, uh... And well, it, it, it just makes the negotiation process way longer instead of just trying to have, like, clear language, uh, so your internal teams and your opposing, uh, on the, your, your counterparty can understand what are you talking about on each of, of those clauses, right?

11:50Yeah, exactly. Because, you know, you don't wanna assume if you're an in-house lawyer that you're only talking to another in-house lawyer. Actually, you might be talking to the other side's procurement first or the other side's sales team. You don't know what the other side's internal process is. So when you think to yourself, "Oh, well, any lawyer should know why I made this change," well, it might not be a lawyer reviewing the change. Um, so you can also, like per my rule number five of contract redlining etiquette, is internal redlines. You can use these explanatory comments in the margins to have internal negotiations. Like, from time to time as an in-house attorney, I negotiate with my own internal client about something. Perhaps they don't see something, uh, as big of a risk and I do, and then we might have to negotiate internally about how we wanna address it, you know, or the other way around.

12:43So we do our work beforehand, and we use the explanatory comments for that. Because they're internal, of course you wanna delete them before you send them to the other side. But that is, has all helped you make sure that you're aligned with your internal client before you go and send the contract to the external party. And then again, who's the audience on the external side? You never know what their background is or what their prerogative is and what they're looking for. So just include the comments because that's really gonna take you forward much faster than if you didn't. Yeah, and I mean, there's been times where we're working with, you know, outside counsel and somebody that's actually not probably their general counsel, it's somebody else on the team, and they'll send us redlines. We approve them, we send it back, and then they tell us, "Well, the general counsel didn't actually even look at this yet, so he does, he wants some redlines again," and, and it just slows everything down. So- Yeah... you know, that- that's a great idea to be able to at least talk about things internally before you send them back over to, to the other party for review. Yes, yes.

13:43And when you're negotiating contracts all day long, you can, you can tell on these calls whether a party is aligned internally or not. And if you're not aligned internally, it's a, it's a opportunity for the other side to gain some leverage. You know? Because if I can spot that perhaps there's a disconnect between sales and legal, then I might direct my negotiation to the salesperson instead, because sometimes the business has a little bit more say than legal does, right? And if I notice, hmm, they, seems like they're negotiating with each other on the call, that, that creates more leverage for me and less leverage for them. So being prepared, being aligned with your internal clients, these are all going to make you a stronger negotiator and help move the negotiation forward, so you really have just, like, only pros. Some people might say, "Oh, but you know, it just takes so much time to add a comment to everything."

14:40But I promise you, it takes way less time than it would if you didn't add the comment, and you're just gonna have to go back and answer the same questions or get involved in the same discussion later. So you might as well save that time. Right. And I don't know if this is going to be on one of the, um, rest of the five points, but I think the people drafting the templates of, of your contracts or your contracts for a specific negotiation process gotta be rational on the process. What I mean with rational is that avoid clauses like unilateral obligations. Like, there's a confidentiality obligation only on your side, not on our. Or the other one that I think most lawyers hate, unlimited liability , right? Th- th- this is something that we all know that nobody is going to agree. So just try to be rational on that and avoid having to, uh, enter into a negotiation process on these kind of clauses that are just, uh, nobody is going to agree on with. Yes.

15:42Pepe, I feel like you've read my book already. Um, but yeah, in chapter 11, which is like a bonus chapter, it's, um, it talks about selecting the best template and how actually you begin your negotiation when you select the template. Because sometimes you have that discussion of, "Should we use our template? Should we use their template? Whose template is better?" And people ask me all the time, like, you know, "How do I increase the chances that, uh, my template is used more often?" And the answer is, make your template better than anyone else's. Make it more reasonable, make it clearer to understand, make it customized to the deal. Um, and that means that selecting the best template is the best template for the deal. It doesn't matter whose side, what side you're on. It really doesn't matter, but which template starts you out closer to the finish line. That's gonna reduce the back and forth.

16:38So it's really important to have those reasonable clauses, and don't start out, you know, kind of like very one-sided if you're expecting this to be a commercial partnership. Correct. And this is something that, um, where a playbook on the, on your contracts, it, it comes useful, right? Because if you know there are some clauses, uh, you know, uh, the legal team can just work together with procurement, with sales, and know, uh, okay, so most of the time these clauses are the ones that our counterparty always wants to negotiate. Maybe try to build, um, a playbook, right, to have like a clause library, um, some other wording so you don't need to knock the door of the legal team every time that you need to enter into negotiation. We talk about this with, uh, Karthik Rama. He's called the procurement doctor in India, so he, he, he gave us a couple of tips on, on how to do that. Yes.

17:34Playbooks definitely come in handy, and then depending on what CLM you might be using, you could even bring the playbooks in for automation. But I would even add to that and say along with your playbook, include some explanatory comments. So this clause has this explanation. That clause has this explanation, because that's also gonna help you. That's where the automation of redlining begins to happen. Yeah, no, I, I like that a lot. All right, so Netta, what's, what's number six? Okay, so number six of contract redlining etiquette is about redrafting clauses. So, um, when we're negotiating contracts, we're also actively redrafting the contract template itself. So for example, if I'm reviewing a contract and there's a termination clause, and it only has termination for breach, but I want termination for convenience, I shouldn't just ask in the comment, "We need termination for convenience clause." I should, I should ask for it and draft the language to accompany my request. I see this happen a lot.

18:41People basically expect you to redraft the template in their favor, and that's really not going to fly most of the time. If you're asking for a change, especially a significant change, like a new clause or a rewrite of an existing clause, like you said, Pepe, turning a one-sided confidentiality clause into a mutually applicable one, then redraft the language yourself and include an explanatory comment. Don't ask the other side to draft for you. They're most likely not going to, or they're n- not going to draft it the way you want it to be drafted. Because something like a termination for convenience clause can be drafted 100 different ways. You know? If you want it- Right... you draft it, and you ask for it and negotiate for it. Learn it from your experience, and then just use that knowledge to improve your negotiation process, right? Um, so what would be our next best practice, Nera?

19:36Contract redlining etiquette rule number seven is about using track changes. This seems really intuitive, but it's actually not. One of the biggest problems we have with redlining is that not everybody uses track changes or some type of system to mark the document. So either you have the inefficient negotiation where maybe someone, like, just inserted some text and highlighted it in a different color, then you manually have to go through and delete it and, you know, all of that, or they're using track changes, but not all the way through. So they might... You might receive, like, what's labeled as a final, clean version, and then when you're reviewing it and validating it before you sign, you notice that there's actually some hidden redlines in there. And this has happened to me before, where I've, I've found some key clauses that were changed without track changes being used. Now, this could be a simple human mistake. It could be a system error.

20:38Um, sometimes it can be done on purpose. It does happen, unfortunately. But the feeling, no matter what the cause, the feeling is that it breaks the trust because you're like, "Well, you sent this to me, and you said it was final, and I was about to send it to my exec to sign, and, and I had to catch something that you didn't point out to me." So it's really important when we're redlining contracts that we all have to have track changes on all the time until the very, very final version of the agreement that everyone has agreed on, because that's how we build up a reliable process, not one that we can't rely on and we have to do manual workarounds anyways, you know? Right. It's like you gotta... I mean, this is something about n- don't try to cheat, right, during the negotiation process. Maybe if you made a mistake with a number or with something, just say it, right? Other- otherwise, you'll break the trust. And let me add the se- m- my 7.2, uh, best practice, which is never send a redline document on PDF. There's a place in hell for people that do that. Like, why would you do that?

21:47It's just like, it's like, do you want to have two windows so you can tr- see where's that redlining and then make the change on the Word? Just send it in Word. Yeah. I don't know why, especially law firms do that. They're... And, and, and they pay for softwares that do that. I do- I still don't understand why, why they're doing it, or they just don't, only use, I don't know, Google Docs, and then you know it's always updated with the last version. Yeah, I mean, I think they probably think if they send it in PDF, then you're not going to redline it, but that's just not the case. PDF, maybe, maybe 10 years ago, when we literally had to create PDF through a scanner, and then you're like, "How do I change the format of this document?" But today, it's so easy to change a PDF to a Word document. To unlock it, you can use, like, a click online, you know, Google free converter. You can do it through Adobe very easily. You don't even need to be that tech savvy to do it. So it's not gonna stop people from redlining.

22:47It's going to annoy people, and it disrupts the process, because it's one added step that's gonna take five minutes longer or add some frustration or whatever the case may be to a process that we're all trying to figure out how it could be more efficient and save us time. So yes, please, no PDFs. It, it is not really going to save anyone time. It's just gonna cause frustration. Right. So let's move forwards with the best practice. We're in eight or nine? Uh, number eight- Eight... is kind of tied to number seven. So rule number eight is on finalizing the contract. Okay. So it's really important, because of the lack of transparency that we're seeing, that we have to take special care whenever we're finalizing an agreement. So make sure you're validating that this version has really what it's supposed to have, and make sure that you have good version control. Because if you lose track of all the versions, it's, um, you, you leave yourself vulnerable to maybe signing the wrong version. Um, so one thing I recommend with that is just having a good file naming convention.

23:51When you are redlining contracts back and forth, what we wanna know is who are we negotiating with, so the other party's name, what type of contract is this, an NDA, a master services agreement, whatever the case may be, and then who was the drafter of this version. So if it's me, I'll put my initials, NA. And what date is this version from? Sometimes you might have multiple back-and-forth in the same day. Then you can say You know, today's date, June 5th, version one, version two, version three, and go so forth from that. But keep track of your different documents through the file name, and then when you have the final version, go in, verify it, make sure there's no hidden changes. Right. And now that everything is on the cloud, you can, like, always use some other tools such as, again, Google Docs, so you know all the time that this is going to be the most updated version, or, or you can use, use shared documents with Office 360, and then just share the document, and the people that need to work on that document, they will always know which is the last version without having to... Because I know this, some of the times, I mean, maybe it was just by honest mistake, right?

25:00But if you need to compare the documents against two other versions and check your emails, I mean, this is something that it's going to cost you hours and hours, and if you work on a big load, this is now not billable hours. Yep. Yep. Very true. Very true. And I think it's important, too, that we make sure to address whenever we do find a hidden change. You know, a lot of times people will be like, "Oh, you know, what's this red line? This wasn't marked up using track changes. They must have hid it, or it was a mistake." And then they kind of just ignore it and they let it go. I think that it's gonna be difficult to create positive change if we keep doing that, because the other person, it could be an innocent mistake, and they may not even know that they're doing it. Or it could be a system error, and they're using a system the wrong way, or the system isn't catching something. Again, if it's not pointed out to them, how are they ever gonna know to correct it?

25:56So I think it's important to an- analyze, was this hidden change material or not? If it was, like, a little typo or grammatical change or formatting change, sure, you know, move on, close the contract out. But if it was a material change, bring it up with your internal client and then address it with the counterparty. Talk to them about it. "Hey, you know, we were about to sign and we noticed this. You know, what happened?" And see what they say. And this has happened to me a few times, and I'll bring it up, and usually they'll say, "Oh my gosh, we're so sorry, that we absolutely did not mean to do that. We're using a new system and we must have done something wrong," or, you know, "That was my bad." And usually there's some kind of apology and concession. Like, if it was a debate over a clause, you kind of lose some leverage when you make a mistake like that, right? You kind of just say, "Never mind, we'll go with what you wanted." Because you don't wanna break that trust.

26:47But one time, uh, recently actually, I brought something like that up to a vendor where they had made a material change without using track changes, and they were, um, very upset by the conversation, and they actually... They wanted to... It was a vendor and we were the customer, and they wanted to kind of kill the deal because we brought this up. So it only led to further trust being broken and my client being really unhappy with the way they were being tre- being treated, and it ended up backfiring on them. But it's really important to handle situations like that with grace and be professional, because one day it could be you who makes a mistake, but address it, because it's important. Yeah. And I, and I was gonna say, you know, I, I think with more folks moving over to, to newer CLM tools, I think some of them, you know, are, are using in-app redlining. I was gonna say, have you heard of folks using those types of systems and having issues with, you know, m- not being as fam- like you said, not being as familiar with the systems that they're using and, and making some mistakes as far as how to redline inside of those tools?

27:56Yeah. Yeah. That definitely happens, and I think, um, especially when the CLM has their own native redlining tool- Yeah... you see, you can see a lot more mistakes because so much training has to go into it, and there's more risk for user error. But a CLM that integrates with Word is, you know, lower risk in the user error category. Right. Right, and that's what we see, too, is a lot of, uh- Yeah... you know, I mean, it, it's just one less thing that you need to change when you're migrating to a new system. If, if the redlining can stay the same, but integrate with Word, it's kind of the, a best of both worlds, which is usually what we see that folks really like, too. Yeah. Yeah. And, um, and, you know, a system that can maybe integrate with Word, but then provide some assistance on the document comparison side, like help us finalize and verify that this is the right version, because a lot of people are still doing that manually, and that is taking up some time because they're not trusting that the, even the doc comparison features work. Yeah. Yeah, exactly.

28:58And, uh, yeah, I mean, the audit trail, things like that, you wanna make sure that whatever system you're going over to at least can do that and, and compare, but having the Word plugin is, is a nice value add there. Okay. All right. So what's number nine? Number nine is to eliminate contract biases when you're redlining a contract. So this touches on, um, on, for example, no need to use gender pronouns in contracts anymore. We don't need to say he, she, they. Just, you know, use the, um, the person's name or, um, use their abbreviated, like, defined name rather than using pronouns, and making sure that we are always mindful of maybe what the other side's resources might be. For example, in the US, there is a big push for getting on CLMs and using technology and fast, fast, fast. But that may not be the case in different jurisdictions around the world.

29:58Like, if you're negotiating with international parties, they are on a different timeline, they may not have all the same systems and resources. So in that case, for example, if I have DocuSign and my other party doesn't, then I could volunteer to include their signatory on my DocuSign. So it's my resources helping move the entire contract review process along. Um, you know, and that kind of helps balance things out and share in the resources, 'cause a lot of times the systems don't charge for, um- Those types of users to use the system. Uh, so that's really helpful in making sure that the contracts are representing the deal in the right way and setting the parties up for success. Correct. And let's move forward to the best practice number 10. Number 10, so we will end on technology. Technology is super important to the contracting process, and we've already touched on it throughout this discussion, how technology can assist in the redlining process.

30:58So when we first talk about technology with redlining, the first and the most popular technology that we use is Microsoft Word for redlining. I ran a poll on LinkedIn recently and had 775, um, people respond saying that 91% of people who redline contracts use Microsoft Word, 5% use Google Docs, and then it was 2% for a native CLM, and 2% for other. Uh, so that's a lot of people using Microsoft Word, but who, but I guarantee you most of those people didn't get any kind of formal training on how to use it. There's so many features in Word and within Track Changes. So I just started posting a few weeks ago about how to redlining, how to redline using Track Changes in MS Word so that we can find efficient workarounds, shortcuts, and really use these tools to our advantage and help us do the redlining process faster. But in addition to that, there's also CLM, and how we can really integrate with technology to leverage data and information and run our redlines more successfully from beginning to end. Yeah, no, I think that's great.

32:08Some of those tips have, have definitely been helping me out. Usually I have to run to Pepe and ask him how to do the redlining functionality in Word- ... because I have no idea. I was never taught how to do it, and, uh- Right... you know, I have to do most of our, our redlining, so, uh- I think that's great. And, and, uh, the, the tips are extremely helpful. Um, well, Neda, this has been a, a wonderful conversation. I, I did have a question that, uh, you know, came up earlier, um, that I, I wanted to bring up to end the call. Um, so when you're building these processes, right, we're going back and forth, and you said that, that sometimes external parties can tell when maybe legal and sales are kind of going at it. So how do you make sure that everybody is on the same team? Obviously, everybody wants the same thing, but, but sometimes sales and legal aren't getting along, or procurement and sales aren't getting along. How do you make sure that you have everybody fighting towards the same goal and, and excited to get there, a- and not butting heads? Yeah, great question. It's really important to have the internal call first.

33:07So we can use internal redlines to better align with our internal parties, because you get them involved in the discussion. So for example, if we're talking about, um, a SaaS agreement, and we're talking about SLAs. SLAs are kind of a mix between business and legal terms, so it shouldn't just be legal opining on whether the SLA is gonna work for us or not. Meet with your various business stakeholders and internal clients and talk about it. Pull up the contract, share it on your screen, and walk through the different language and explain, "So this is a CLA they're offering, but this is what I've seen in the past five SaaS agreements that I've negotiated, and I think we could get better." And then you might have the discussion with sales or business saying, "No, you know, I really don't wanna push. We really wanna land this client." You know, and you have that discussion and then come to an agreement, which is probably gonna be a compromise, so that you're both on the same page and you know when this comes up in the external call, who is gonna handle it.

34:09Is it gonna be legal or business? Who has the better connections? Who has a better chance of getting the win? And then how much are we going to push, and what are we okay with settling on? You know, understand what your, what your minimum threshold is, what you, and what your goal is, and then kind of align on that, and handle the call together so you're coming at it from that same side and you don't kind of reveal any weaknesses. No, that's great. You know, make sure that you're aligned internally and have those conversations to, to make sure you're all looking like you're playing for the same team on the front of the jersey. That's great. Yes. Yes. Hey, well, this has been a, uh, a wonderful conversation. Um, I know that I got definitely some takeaways out of this. Hopefully our listeners did too. So if folks wanna learn, uh, more about yourself, um, Contract Nerds or, or, uh, you know, the book that you put out, where is the best place to do that? Is that LinkedIn? Yeah, so come find me on LinkedIn.

35:07I'm the only Neda Najafi on there. And, um, I post regularly about contract negotiation tips. And then follow me or subscribe to the Contract Nerds blog, which is just contractnerds.com. And my book called Contract Redlining Etiquette is available on Amazon in both Kindle and paperback. Awesome. Hey, well, we really appreciate you coming on. I'm glad we finally could nail down a time to do this. Uh, and thanks everybody for listening to another episode of Contract Heroes. We'll have you guys back here real soon.