When
Niti
Nadarajah
says
“assume
less,
ask
more,”
she
is
talking
about
diversity,
equity,
and
inclusion.
But
for
in-house
lawyers,
the
phrase
is
just
as
powerful
when
applied
to
contract
drafting
and
negotiation.
“In
all
sorts
of
different
conversations,
we
make
so
many
assumptions
about
what
other
people
need
or
want,”
Nadarajah
says.
“Often
that
leads
us
down
paths
that
do
not
align
with
what
that
person
actually
needs
or
wants.”
That
habit
shows
up
in
contracting
too,
where
assumptions
about
the
other
party’s
priorities
or
risk
tolerance
can
lock
deals
into
unnecessary
cycles
of
redlines
and
delay.
Start
By
Questioning
The
Default
The
fastest
way
to
make
a
contract
unusable
is
to
assume
you
already
know
what
will
work
for
the
counterparty.
Legal
teams
often
start
with
a
template
designed
years
ago,
filled
with
clauses
that
have
survived
purely
because
no
one
challenged
them.
By
the
time
the
first
draft
goes
out,
the
positions
are
already
hardened.
Contract
data
offers
an
antidote.
If
you
can
see
which
clauses
are
negotiated
most
often
and
which
are
rarely
touched,
you
have
a
better
foundation
for
asking
the
right
questions.
Why
does
this
clause
take
so
long
to
resolve?
Does
the
other
side
actually
care
about
this
indemnity,
or
are
we
protecting
against
an
imaginary
risk?
The
goal
is
to
challenge
the
status
quo,
not
by
gut
feel
but
by
evidence.
Align
Clauses
With
Real
Needs
Nadarajah’s
DEI
work
focuses
on
interrogating
systems
to
uncover
hidden
biases.
In
contracting,
the
same
mindset
can
uncover
inefficiencies.
If
both
sides
agree
that
certain
clauses
are
low-risk,
they
can
be
standardized,
preapproved,
or
automated.
That
frees
up
negotiation
energy
for
the
issues
that
truly
matter.
The
key
is
to
ask
questions
early,
before
entrenched
positions
develop.
What
does
your
business
partner
need
from
this
contract
to
achieve
their
goals?
What
is
the
absolute
minimum
protection
your
side
requires
to
manage
risk?
Where
is
there
room
to
meet
in
the
middle
without
sacrificing
key
protections?
When
you
replace
assumption
with
inquiry,
you
discover
opportunities
for
clarity
and
collaboration.
Make
Curiosity
A
Team
Habit
Nadarajah
believes
curiosity
should
be
part
of
daily
leadership.
“If
people
can
do
that
more
with
anyone
they
are
leading,
with
the
organization
they
are
in,
and
with
the
systems
within
that
organization,
it
will
go
a
long
way,”
she
says.
For
in-house
counsel,
that
means
building
a
culture
where
every
contract
drafter
and
negotiator
is
encouraged
to
challenge
the
purpose
behind
the
language.
It
also
means
empowering
the
team
to
bring
forward
ideas
for
simplification
and
usability,
and
giving
them
the
data
to
back
up
their
suggestions.
Curiosity
is
not
just
an
individual
trait
but
a
process
discipline
that
prevents
wasted
cycles
and
makes
agreements
easier
to
use
after
they
are
signed.
The
Payoff
Of
Asking
More
When
you
apply
“assume
less,
ask
more”
to
contracting,
you
accelerate
deals
without
cutting
corners.
You
also
create
agreements
that
are
clearer
for
internal
teams
to
implement
and
for
regulators
to
understand.
Most
importantly,
you
signal
to
counterparties
that
your
legal
team
is
willing
to
engage
in
good
faith
and
find
mutually
beneficial
solutions.
In
the
end,
the
habit
of
asking
more
questions
is
not
about
being
slow
or
overly
cautious.
It
is
about
replacing
assumptions
with
insight
and
turning
that
insight
into
contracts
that
work
better
for
everyone.
For
in-house
lawyers
under
pressure
to
move
faster
without
increasing
risk,
that
is
a
discipline
worth
adopting.
Olga
V.
Mack is
the
CEO
of TermScout,
an
AI-powered
contract
certification
platform
that
accelerates
revenue
and
eliminates
friction
by
certifying
contracts
as
fair,
balanced,
and
market-ready.
A
serial
CEO
and
legal
tech
executive,
she
previously
led
a
company
through
a
successful
acquisition
by
LexisNexis.
Olga
is
also
a Fellow
at
CodeX,
The
Stanford
Center
for
Legal
Informatics,
and
the
Generative
AI
Editor
at
law.MIT.
She
is
a
visionary
executive
reshaping
how
we
law—how
legal
systems
are
built,
experienced,
and
trusted.
Olga teaches
at
Berkeley
Law,
lectures
widely,
and
advises
companies
of
all
sizes,
as
well
as
boards
and
institutions.
An
award-winning
general
counsel
turned
builder,
she
also
leads
early-stage
ventures
including Virtual
Gabby
(Better
Parenting
Plan), Product
Law
Hub, ESI
Flow,
and Notes
to
My
(Legal)
Self,
each
rethinking
the
practice
and
business
of
law
through
technology,
data,
and
human-centered
design.
She
has
authored The
Rise
of
Product
Lawyers, Legal
Operations
in
the
Age
of
AI
and
Data, Blockchain
Value,
and Get
on
Board,
with Visual
IQ
for
Lawyers (ABA)
forthcoming.
Olga
is
a
6x
TEDx
speaker
and
has
been
recognized
as
a
Silicon
Valley
Woman
of
Influence
and
an
ABA
Woman
in
Legal
Tech.
Her
work
reimagines
people’s
relationship
with
law—making
it
more
accessible,
inclusive,
data-driven,
and
aligned
with
how
the
world
actually
works.
She
is
also
the
host
of
the
Notes
to
My
(Legal)
Self
podcast
(streaming
on Spotify, Apple
Podcasts,
and YouTube),
and
her
insights
regularly
appear
in
Forbes,
Bloomberg
Law,
Newsweek,
VentureBeat,
ACC
Docket,
and
Above
the
Law.
She
earned
her
B.A.
and
J.D.
from
UC
Berkeley.
Follow
her
on LinkedIn and
X
@olgavmack.