7 levels of contract drafting

proficiency - where do you stand?

7 levels of contract drafting proficiency - where do you stand?

What kind of contract drafting skills get you amazing career opportunities, jobs at top tier law
firms in the country and your own independent clients?

After training 1000s of lawyers to draft contracts, we have arrived at a simple categorisation of
contract drafting proficiency.

Use this to identify where you currently stand.

Hit reply and let us know.

Your goal is to get to Level 6, or the Advanced - Level 2 in 6-12 months.

❏ Beginner: Level 1

Diagnosis:

You have no idea of where or how to start when you are given a contract. You focus on
watching videos, learning and reading more about the clauses, but that does not help
you get started with actual drafting or review.

You do not have certainty or conviction about your ability to read and interpret a
contract.

You feel paralyzed without templates. In fact, you struggle with using clauses from a
template and customising/ writing in your own language.

Next Breakthrough: You can read and understand a contract. You can start typing in
plain English the terms of a contract. You can identify the title, parties and you can write
some clauses by yourself without a template, e.g. preamble and some obligations-related
clauses.

❏ Beginner: Level 2

Diagnosis: You can read and understand simple contracts, and you can draft simple
clauses in your own words.

However, you struggle with contract execution and statutory aspects.

Who is the authorised representative to sign for a corporate entity? Which authorisations
are needed?

When is a power of attorney required?

Does the contract need to be attested? Does it require registration?

What is the stamp duty payable?

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7 levels of contract drafting proficiency - where do you stand?

Can it be executed digitally?

You also struggle to write clauses in your own words after you look at a template.

You can’t tear apart the jargon.

The volume of text in a template overwhelms you.

You are afraid that you cannot write such long clauses and use so much jargon. You find
it difficult to read the same clause from multiple templates and identify the differences
between them.

You have a fear of missing out on critical aspects if you draft yourself, which is why you
are scared to refer to a template, learn from it and then draft your own clause.

Next Breakthrough: Learn how companies execute contracts, familiarise yourself with
stamp duty and registration basics.

Also learn about digital execution of contracts.

Also, learn to identify the flavour of a clause from the template and customise clauses as
per your needs, after looking at a template. Learn to sift through different versions of the
same clause.

❏ Intermediate: Level 1

Diagnosis: You start drafting most clauses of a contract, but your clauses are not
exhaustive and may miss out on some aspects.

There are some loose ends and open issues. Internal conflicts may be there within your
contract, especially if it is long. You can draft very simple contracts.

You can provide value to people if you are at this level. Start performing real life work
and looking for opportunities at this stage. It does not matter whether they are free or
paid.

Next Breakthrough: Re-read and question your clauses, expand them to make them
more holistic after re-reading them. Try to identify new risks and cover them through your
drafting. Think about your contract and clauses (with closed eyes) and imagine
scenarios. Revisit the contract and cover any missed situations. You will benefit from the
contract drafting checklist in the course. Also use the information requisition form. The
different parts of a contract start forming in your mind.

❏ Intermediate: Level 2

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7 levels of contract drafting proficiency - where do you stand?

Diagnosis: You acquire a good grip of expressing the intention of the parties in writing.

You can also write simple agreements comprehensively and clearly - e.g. lease
agreement, employment agreement, consultancy agreement and NDA.

You are comfortable with the most common commercial contracts.

You can start drafting elementary contracts and charge clients at this stage for your effort
and time.

However, you need to understand technical terms in contracts pertaining to different

industry sectors to perform drafting work there.

For example, investment agreements & JV deals, financing agreements, EPC contracts,
concession agreements, Master Services Agreements, etc.

Next Breakthrough:

Learn about deal structures and commercial intent.

Practice modifying contracts based on the commercial intent of different transactions by

going through the contract itself.

E.g. A financial investor will want to maximise returns to exit in a minimum investment
horizon, e.g. 3 - 7 years. Which clauses need to be drafted for this goal?

A company commissioning services will want to put its own branding and own the IP on
the service product. How can it do that?

Once you do this, you will be able to draft clauses specific to a particular deal, and even
combine multiple agreements together.

❏ Advanced: Level 1

Diagnosis: You can draft simple contracts and advanced contracts for the sectors you
have studied with ease.

You can compare different versions of drafts and identify the gaps, pros and cons in the
language used in each contract.

You learn how to effectively mark up or redline a document because of your clear
understanding about the commercial intention of the parties and enough practice with the
basics.

You have a high level of confidence.

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7 levels of contract drafting proficiency - where do you stand?

However, you do not know how to negotiate, or how to initiate the alteration/
customization of a deal structure itself.

Next Breakthrough: Start the groundwork for negotiation.

Keep ready checklists for each clause to understand negotiating positions on the fly.

Do mock negotiations.

Start visualizing win-win scenarios, and put yourself in the shoes of different parties.
Perform a lot of experimentation and field testing (i.e. discuss and try different types of
contracts with real friends/ clients in real transactions).

❏ Advanced: Level 2

Diagnosis:

You have sufficient practice with writing contracts, comparing documents, understanding
commercial intent and redlining.

You understand contract economics properly, including the other side’s intention. You can
see how a deal can be win-win for all parties.

You do not visualize contract drafting and negotiation to always result in a win-lose
scenario.

You can now represent a client at any stage of the deal, from client interviewing to
negotiations.

You can help in designing commercials and create new clauses and deal structures to
suit commercial intent of new kinds of deals.

You can have a conversation on the business interest of a client, and make him/her
notice where he/she needs your help and give you work.

You can walk a potential client through different stages of the deal and win a client’s trust
easily.

Next Breakthrough:

Start working on complex deals now.

Every complex deal is a set of multiple contracts which are interconnected.

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7 levels of contract drafting proficiency - where do you stand?

For example, see an acquisition transaction involves shareholders agreements,

amended articles of association, executive employment agreements and an interplay of
statutory provisions.

Similarly, a secured loan involves multiple loan and security documents, guarantees, etc.

❏ Pro

Having understood how to read, draft and negotiate general and several industry-specific
contracts in detail, you are ready to develop a thriving practice.

How to make your contract airtight

❏ Use an Information Requisition Form to understand the party’s business model and
especially ask the risks. Ideally, go on 1-2 calls to discuss the ‘What if’ scenarios. These
could be industry-specific (Anti-circumvention clause in agency or commission-related
agreements) or general (e.g. a Force-Majeure).

❏ Use a Contract Drafting Checklist to thoroughly check that all types of clauses have
been inserted.

❏ Ensure the contract is executed properly and enforceable (appropriate board resolutions
are obtained/ representations from the parties; stamping and registration requirements).

❏ Review the terms and conditions of the contract to ensure that there is no substantive law
violation. For example, a contract cannot be in violation of a sectoral law, e.g.
Consolidated FDI Policy (if a foreigner is investing), or not to be violative of Competition
Law, or Indian Contract Act or Companies Act/ SEBI Act.

❏ If you are drafting international contracts ensure that your contract complies with foreign
laws.

From 1st year students, to 60+ year old lawyers, we have seen all of them get results in 6 - 12
months, depending on where they start from.

Where do you stand?

Hit reply and let us know.

Also, set a reminder to attend our contract drafting bootcamp this weekend where we will share
a lot of practical contract drafting skills, client outreach and job search techniques.

Register now if you haven’t already

Here is your registration link:

https://lawsikho.com/contractdraftingbootcamp?p_source=skillstack

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7 levels of contract drafting proficiency - where do you stand?

See you there!

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