Commercial contracts are at the root of every corporate transaction. As the number of goods and services available to companies increases, many of our clients find themselves with too many contracts and too little time. While many contracts are routine, they often represent important commercial opportunities and pose legal risks that require thoughtful review, consideration and management. Today’s legal departments are challenged to help their clients capture those opportunities and manage those risks with ever-increasing efficiency. SmartCounsel was created to help in-house counsel meet this challenge.

In providing highly leveraged value-added commercial contracting support services, SmartCounsel is designed to assist clients in reviewing, processing and managing, and often drafting and negotiating, high volumes of commercial contracts, with a goal of improving and streamlining the clients’ contract life cycles.

We serve our SmartCounsel clients with teams led by highly experienced lawyers deeply versed in commercial contracting and contract life cycle management. The teams include well-qualified lawyers (often including former “Big Law” lawyers and in-house counsel with years of experience across a variety of practices and industries) trained to provide commercial contracting support. Our innovative mix of staffing allows us to offer high-volume commercial contracting services at cost-effective and predictable pricing, using a combination of blended hourly rates, fixed fees, fixed unit pricing and other flexible alternative fee arrangements.

Examples of high-volume contracts that fit within the SmartCounsel service model include ordinary-course procurement and supply agreements, services agreements and related SOWs, technology license agreements, SaaS agreements, sales contracts, real estate leases, nondisclosure agreements and similar ordinary-course contracts and agreements. More complex transactions and projects can benefit from SmartCounsel too, applying the service model to parts of a transaction where it can deliver the most value, such as conducting high-volume due diligence—often using innovative technologies, and constructing detailed schedules and side agreements, or, coupling SmartCounsel lawyers with full-time resources and blending the rates.

SmartCounsel service offerings include:

• Providing legal services and support for the drafting, review, markup and negotiation of high-volume commercial contracts.
• “GC On-Call” services, where our more experienced SmartCounsel serve as temporary GC’s for start-ups or recently acquired affiliates.
• Building contract templates and playbooks using forms customized to the client’s specific needs and preferences.
• Reviewing, analyzing, updating and refining existing client templates and playbooks, incorporating experience-informed negotiating positions.
• Reviewing and summarizing the client’s existing universe (or an applicable subset) of commercial contracts, whether in anticipation of a future strategic transaction or in connection with due diligence for an impending one.
• Designing and building contract life cycle management systems, including the development of training materials and in-person training.
• Providing periodic reviews and updates of templates, playbooks and contract life cycle management systems to incorporate current market terms and leading practices.

The SmartCounsel model delivers significant client value, including:

• Enhancing the client’s ability to manage commercial contract risk and administration economically without the need to increase legal department headcount.
• Cost-savings and business benefits from streamlining the commercial contract life cycle.
• Access to the scale, resources and quality of an AmLaw 100 law firm with deep industry experience through a value-engineered delivery model.
• Freeing up in-house counsel time and resources to focus on more strategic pursuits and needs of the business enterprise.