A Vendor Contract Triage Framework for Legal Operations
When you have 800 vendor contracts and a team of two, you can't review everything with equal depth. Here's a practical triage matrix built on contract value and risk profile.
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Clause-level thinking on M&A risk and contract review
Written from twelve years of deal practice — on change-of-control provisions, indemnity benchmarks, NDA cycle time, VDR workflow, and what precision and recall actually mean when you're reviewing contracts under deadline.
Indemnity Cap Benchmarks: What Market Practice Looks Like in 2025
Is a five-times-fee indemnity cap reasonable for an MSA with a cloud services vendor? Market practice varies significantly by contract type and counterparty size.
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The Change-of-Control Clause: A Practitioner's Guide for M&A Review
Change-of-control provisions appear in vendor agreements, employment contracts, IP licenses, and software subscriptions. In an acquisition, each one is a potential consent requirement or deal condition.
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Organizing VDR Diligence: A Workflow for Deal Teams Under Time Pressure
A data room is not organized for the reviewer — it's organized for disclosure. Here's how to build a review workflow that works despite the chaos.
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Cutting NDA Redline Cycle Time: What In-House Teams Can Do Right Now
A three-to-five-day NDA review cycle is accepted as normal at most companies. It doesn't have to be. Here's a practical breakdown of where time is actually lost.
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Precision and Recall in Contract Review: What the Numbers Actually Mean
When legal teams evaluate contract review tools, they often ask about 'accuracy.' But accuracy is the wrong metric. Precision and recall tell a much more useful story.
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M&A Diligence: The Clause Types Every Deal Team Must Review
Most post-close surprises aren't in the financials. They're buried in the clause stack — change-of-control provisions, MAC definitions, and assignment restrictions that no one flagged during the compressed review window.
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