Transcript
Speaker: This is the You Can Contract Show, sharing stories and advice about learning contracts in the real world.
Speaker: Your host is Laura Frederick, founder and CEO of How to Contract.
Speaker: How to Contract is a world leader in training in-house lawyers and professionals on contract drafting and negotiations through its training library, practical courses, and training events like ContractsCon.
Speaker: Now let's tune into the show.
Speaker: This is Laura Frederick.
Speaker: Welcome to the show.
Speaker: In this episode, Shahed Kader shares his incredible story of going from software sales through law school and now managing attorney in his own solo practice.
Speaker: We also talked about the role of curiosity in learning about contracts, especially when you don't have someone to show you how.
Speaker: Now let's listen to the show.
Speaker: Shahed, welcome to the podcast.
Speaker: It's so great to have you here.
Speaker: Thank you so much.
Speaker: Really glad to be here and thanks for having me.
Speaker: Yeah, Shahid and I have worked together on some content events and webinars over the last year or two and really enjoyed getting to know you that way and always love your content about SaaS and software agreements.
Speaker: I appreciate it.
Speaker: Thanks again for having me on those.
Speaker: And honestly, they're still talked about.
Speaker: I've had prospective and client calls and different members of the legal teams.
Speaker: Oh yeah, I remember you from that Laura Frederick webinar that you did.
Speaker: I'm like, that's good.
Speaker: I'm glad it has a long tail response.
Speaker: People are still watching.
Speaker: So tell us about you and what you're doing now.
Speaker: Yeah, absolutely.
Speaker: I'm Shahid Kader.
Speaker: My background is a little bit different.
Speaker: So I graduated from college in 2008 into the recession.
Speaker: I joined a local Queens, New York based newspaper selling ads door to door, local newspaper ads.
Speaker: That eventually led to an advertising technology company.
Speaker: From there, it just went straight to technology.
Speaker: So I was in technology sales for a grand total of 10 years.
Speaker: And then about five to six years into my sales career, I decided, okay, I want to try something new.
Speaker: I went to law school evening division.
Speaker: I went to law school part-time.
Speaker: So I continued my sales career doing software sales.
Speaker: And then I went to law school part-time at New York Law School's evening division between 2013 and about the end of 2016.
Speaker: So three and a half years.
Speaker: It was grueling four days a week.
Speaker: We was work nine to six, class 630 to 930.
Speaker: That was life.
Speaker: But it was okay.
Speaker: Right.
Speaker: It was a means to an end.
Speaker: And after I graduated, after I passed the bar, I decided what I wanted to do is combine the breadth of experience that I have selling software, understanding the deals, understanding the deal flow and do something on my own.
Speaker: So I went the non-traditional rec.
Speaker: I decided to just bite the bullet and start my own law firm.
Speaker: So I launched Cater Law.
Speaker: It was launched June of 2018.
Speaker: I started taking clients in June of 2019 is when I went full-time with my sales leadership job at my last company and decided to go full-time.
Speaker: So that's where I'm at.
Speaker: And that's kind of what my firm does now.
Speaker: That's really interesting.
Speaker: And I think you have a great niche there too, because there's such a need for specialists in this area.
Speaker: So during these podcast episodes, I usually start with learning contracts, which for most people, their first exposure to contracts is in law school.
Speaker: But for you, it wasn't.
Speaker: It was while you were doing sales.
Speaker: Can you tell me a little bit about when you were first introduced to contracts and first started seeing them as part of your work?
Speaker: Yeah, absolutely.
Speaker: So in sales, of course, contracts are a very big part of it.
Speaker: So it started right away, actually, right into my sales career when I first started selling those door-to-door newspapers because there were agreements that I had to present.
Speaker: These were paper agreements, and then I had to take clippings as to what they want their copy to look like.
Speaker: And that's where I was introduced to contracts.
Speaker: And just out of general interest in myself, I started looking through them and reading into them, seeing what the terms are.
Speaker: Mind you, no legal education at this point.
Speaker: It's just a matter of, it's pure interest.
Speaker: So that became a habit of mine throughout my sales jobs and sales career, where I would review the terms and conditions within whatever it is that I was selling.
Speaker: So I worked for a company called Stack Overflow for almost three years.
Speaker: We were selling career software for software developers.
Speaker: And then I worked for a company called Aftable for almost four years.
Speaker: And we were selling a privacy compliance platform as a service.
Speaker: So it was important for me to understand what was in the terms because the questions were presented to me.
Speaker: I was speaking to decision makers generally.
Speaker: I was speaking to sometimes technical leads and sometimes legal and business leads.
Speaker: about what's in these contracts.
Speaker: So having an understanding of those helped me close more deals.
Speaker: It helped me become more successful in my sales career and also streamline some of the deals as well.
Speaker: I think it's very important, even for salespeople to really understand what goes into contracts.
Speaker: And it helped me streamline these deals because some of the things were discussed upfront without having to go to legal.
Speaker: And I was also able to negotiate or tell these customers or these customers of mine,
Speaker: That these are things that we don't negotiate on.
Speaker: There's no point in sending it back to legal for X, Y, and Z and not agree to frivolous term that they may agree to.
Speaker: Of course, the legal department handled the actual red lines and whatnot, but just having an understanding really helped me.
Speaker: So really my interest started back then.
Speaker: It helped me be a better salesperson.
Speaker: Were you just reading them and figuring them out by yourself or did you ask legal to explain things or your manager or what was your process there?
Speaker: That's a great question.
Speaker: Yeah.
Speaker: So half of it was myself and the other half was asked legal.
Speaker: Whenever I had access to them, salespeople don't know what indemnification is.
Speaker: And I did it honestly until well into my career.
Speaker: When I, once I started my law firms, understanding those terms required a level of understanding, a level of connection to the people actually making those decisions.
Speaker: So you can, of course, Google it and figure out this is what identification means.
Speaker: Luckily, there were tools back then.
Speaker: There's even more tools now that just explain in layman's terms what some of these legalese terms are.
Speaker: But I was lucky to have that access to legal departments as necessary or even attorneys as necessary and ask those questions about it.
Speaker: Good, good.
Speaker: So then you're working as a salesperson, you're going to law school at night.
Speaker: Tell me about your contract class in law school, knowing what you already know, and then sitting through a contract class.
Speaker: I'm curious about that experience.
Speaker: Oh, yeah.
Speaker: And so the contracts class was, it opened up a whole new world of what liability means, right?
Speaker: And what the miscellaneous terms means, the boilerplate terms, and what are the importance of those.
Speaker: Because as a salesperson, you're really more concerned with the business terms, right?
Speaker: How many seats are you selling?
Speaker: How much money are you going to pay?
Speaker: What's the commission percentage on this?
Speaker: What is the company actually selling?
Speaker: What product are you selling?
Speaker: When you go into the nitty gritty details with that contract spot comes into play, we don't understand what boilerplate terms mean and what they're supposed to mean.
Speaker: We don't really understand what the limitation of liability means.
Speaker: So that's where a true understanding into how you can contractually hold somebody responsible
Speaker: And really what you can get out of it, right?
Speaker: But how you can contractually hold somebody responsible when agreed to a contract.
Speaker: How do you go after them afterwards?
Speaker: If you do breach your contract, what does that mean?
Speaker: So really it was the circumstances around it, the liability around it, what can happen, what could go wrong with a contract that really came into play with contracts class.
Speaker: That's what was taught.
Speaker: And that's what helped me understand even further.
Speaker: This is what we're getting into.
Speaker: Also, I could see understanding more broadly because law school is not just about contracts.
Speaker: It's about all these other things that are related to it.
Speaker: So you have a much more holistic view of the legal world after law school than when you're only working with contracts.
Speaker: That's right.
Speaker: That's right.
Speaker: What is negligence?
Speaker: And this is a tort.
Speaker: That's what it ends up being.
Speaker: So that's an understanding that we didn't have before law school.
Speaker: Law school doesn't teach you how to practice law.
Speaker: It teaches you how to think like a lawyer.
Speaker: That's what it ends up being.
Speaker: And that just means that holistic of the different aspects of it that connects to what you're doing on a day basis.
Speaker: And thank God we don't have to remember all of it.
Speaker: But the bar?
Speaker: Yeah, exactly.
Speaker: Never again.
Speaker: Although I ended up, I took five different bargsams because I moved around so much.
Speaker: I never failed one, but it was, I kept moving to a different jurisdiction.
Speaker: My craziest one was Hong Kong.
Speaker: I had to take the Hong Kong bargsam when I lived there.
Speaker: Yeah.
Speaker: I can't even imagine.
Speaker: That's, wow.
Speaker: Kudos to you.
Speaker: That's dedication to your practice.
Speaker: It was.
Speaker: It was the job and I had to, or I had to get a new job.
Speaker: Okay.
Speaker: I guess that's what I'm going to do.
Speaker: Yeah.
Speaker: Anyway, so you come out of law school and you open your own practice.
Speaker: And this is something that more and more people are doing for lots of reasons.
Speaker: Some want the independence.
Speaker: Some, maybe there's not a good opportunity for them that they like at a particular firm or company.
Speaker: Others just are entrepreneurs in spirit and ready to strike out on the world on their own.
Speaker: So you've got your new firm.
Speaker: Did you start working and you were working with contracts and business clients?
Speaker: How did you make that transition from salesperson, law student, to now you're practicing lawyer and learning how to draft and negotiate on things beyond the business terms?
Speaker: What was your process for picking up that skillset?
Speaker: Yeah, that's a great question.
Speaker: So that requires education.
Speaker: I am what some may consider a lifelong learner, right?
Speaker: I don't believe, I genuinely don't believe anybody is an expert in anything because everything is always changing.
Speaker: It's the expert is not a thing for me.
Speaker: So what I started doing was I started taking a bunch of CLE courses on specifically software contracts in general.
Speaker: That's first.
Speaker: So the CLE courses helped me understand and get an understanding of specific subject matters within contract negotiations and what each terminology means and what, what is applicable and what's not.
Speaker: Be it further than my own understanding.
Speaker: Then I started taking on mentors.
Speaker: When I say mentors, I know it's not a closely held relationship, but there's, I still connect with several attorneys who actually led these CLE trial classes and what I did with, I just shot my shot.
Speaker: I just, I sent them an email and said, this is what I'm doing.
Speaker: I'd love to just have a connection with you, discuss things if you're open to it.
Speaker: Almost all of them were open to it, right?
Speaker: So I took on these mentors, asked them specific questions, got on calls with them, got coffee with them.
Speaker: There was things that I was running into on a regular basis or even the things I'm curious about.
Speaker: Then I started reviewing publicly available contracts, software contracts.
Speaker: This was all before I officially started Lowell Practice.
Speaker: This was that buffer period, that learning period.
Speaker: And then I continued doing that afterwards.
Speaker: And see, looking at these contracts, seeing how they're structured, seeing where the templates are coming from.
Speaker: use solutions such as such as West Laws, Practical Law and LexisNexis has a similar solution.
Speaker: They have great templates that really help understand the practice notes and whatnot.
Speaker: So based on it, it was a combination of all of that, taking on mentors, taking CLE courses, looking at contracts.
Speaker: And then of course, publicly available terms of use are everywhere.
Speaker: Everything we're using on a daily basis in terms of use as far as software is concerned.
Speaker: So yeah.
Speaker: I recommend anybody that wants to learn how these are built, take a look at some of the everyday apps that you use and see what their terms of use is.
Speaker: That was my learning process there.
Speaker: That's what I found helpful.
Speaker: And that's what really got me going and truly understanding and getting comfortable to a place where, okay, I can start doing these.
Speaker: I can start working with these.
Speaker: I have a good understanding of these.
Speaker: And once I aligned with best practices, once I aligned with what makes sense, and really a big reason that clients come to me still is because I have that understanding of how to streamline the sales cycle, because I'm not going to hang up on things that are just not important.
Speaker: And I can approach it in a manner where we're going to legally protect you no matter what, but we're going to negotiate out the specifics as to what's going to hurt you and what's not.
Speaker: All of that would really help me get into the practice itself.
Speaker: Yeah.
Speaker: I like what you said about getting the terms and studying them and understanding them, these different sample contracts.
Speaker: And I did almost the exact same thing, but mine was product warranties.
Speaker: At a certain point when I was in-house, I was working for product companies that manufactured equipment.
Speaker: And product warranties were a huge part of the liability and the sales negotiation process.
Speaker: So what I did was I got six different warranties and I created an Excel spreadsheet.
Speaker: And on the first one was like, what's the first line?
Speaker: So basically I broke down the first one.
Speaker: I was like, here's the implied warranty disclaimer.
Speaker: Here is the sole liability language.
Speaker: Here is the term, all those things.
Speaker: And I really broke it down to as many pieces as I could.
Speaker: I think at 40 or 50,
Speaker: parts for a six page warranty because the contracts are built by all those parts and then I took with the next warranty and I did the same thing and tried to find the comparable language and I did that for I think I have I still have this chart where I did six different warranties well I could see some of that all of them had this stuff and
Speaker: But there were a lot of times where only one or two contracts had a concept.
Speaker: And it really, it was such an eye opener for me to learn that contracts really are just a lot of pieces.
Speaker: that are put together in a particular order to reflect a particular risk.
Speaker: And I love that as a way to learn about them is to really not just read a sentence, but then read the sentence here and then go find another version and read that exact same sentence and then another version.
Speaker: And if you do that across multiple, you see all the variations and you start to understand the opportunities for negotiations and editing.
Speaker: is to see all the ways people do this stuff.
Speaker: Absolutely.
Speaker: Absolutely.
Speaker: I think that dissection is important, right?
Speaker: You have to be curious about what you're doing.
Speaker: You have to be curious about your craft, right?
Speaker: If you're going to just do fly-by-night stuff, you can't really be great at it.
Speaker: But something as simple as negotiating a drafting contract, it's not simple.
Speaker: It is a craft.
Speaker: And I think you have to stay curious and that curiosity just comes into you seeing examples, seeing what's out there and see what's best practice versus what's a little less acceptable and really understand the way that you've dissected the manner in which these are presented.
Speaker: That's the way to, that I personally like approach you.
Speaker: Yeah.
Speaker: It's the most effective way, I think, to be self-taught, especially when you don't have a mentor there to explain all that to you.
Speaker: And I was at a stage in my career where I really didn't have anybody who had that expertise beyond me.
Speaker: I had other experts, but they weren't necessarily experts on how to draft a product warranty.
Speaker: So it was up to me to teach myself.
Speaker: I didn't have outside counsel to teach me.
Speaker: So I knew the basics, but I wanted to know them better.
Speaker: And that's a great way to learn.
Speaker: Yeah.
Speaker: So as you look back now, after five years of your law firm, if you were going to give advice for maybe new law graduates who are planning to open their own firm, how do you recommend that they go about figuring it out, figuring out contracts, figuring out negotiations,
Speaker: Yeah, I think that staying curious is really the best thing that I can say, right?
Speaker: Staying curious is what helps you truly understand what's being practiced out there.
Speaker: Staying curious means speak to people that are practitioners and they're more willing to speak than you could ever imagine.
Speaker: Let's just reach out to them on LinkedIn and say, hey, I'm looking for, I'm thinking about starting my own law practice that's focused on contracts.
Speaker: I'd love to discuss with you
Speaker: What exactly you do, what's the day-to-day and what it looks like.
Speaker: So that's also helpful.
Speaker: And then also stay curious also means take CLA courses, take the how to contracts course, go to those events and make connections with the people that are involved in those kinds of things, because that will allow you a, to open doors in terms of at least business development and connecting with these people that are involved in making these decisions.
Speaker: And B, it'll help you really get to those courses that teach you the nitty gritty stuff within the contracts itself.
Speaker: Figuring things out is a very big part of it is staying curious and making sure that you're on top of understanding what the latest trends are and understanding what the best practices are and understanding the players involved.
Speaker: The second thing I would say is really get an understanding about your industry, of the industry you want to serve.
Speaker: If you're going to be a general practice, that's fine, but that means you have to understand a lot of industries.
Speaker: But you, for example, you have deep experience in product warranties and product and manufacturing.
Speaker: I have deep experience in software.
Speaker: So what I did, what I was able to do because of my sales career in software is I came into it understanding what the main concerns of a software company are, especially those closing deals, especially those closing, trying to sell customers, buying products, whatever it is.
Speaker: I came into it with that understanding and that was extremely helpful.
Speaker: But that never ran.
Speaker: I couldn't stop when I finished my sales career.
Speaker: What is going on in the software industry?
Speaker: What is best practice?
Speaker: Fads come and go.
Speaker: Last year was NFTs and Web3.
Speaker: This year it's AI.
Speaker: It's going to be AI for a foreseeable future.
Speaker: So understand the industry and really understand the concerns of the industry.
Speaker: Those are the two things.
Speaker: Stay curious, understand the industry.
Speaker: Yeah, and I think understanding the industry is so critical because a contract provision that's super important in one industry might not in another.
Speaker: And then even stepping down from the industry, it's the products that your company sells because even within an industry,
Speaker: If one, as you said, you were working with a privacy platform as a service, and I'm sure their issues are very different than somebody who's selling a messaging service or something like that.
Speaker: So it's understanding the industry and the specific issues for a particular company, for a particular product.
Speaker: And really that curiosity that you talked about is so critical.
Speaker: When you work with clients,
Speaker: How do you help them understand what the contracts say and focus in on what's important?
Speaker: Because I think it can be very overwhelming for folks without that legal training, kind of like you were when you started your career and didn't have that legal training.
Speaker: What's your approach to helping clients learn about contracts and how to negotiate them?
Speaker: Oh man, this is a portion that I actually, I make a point to do two ways.
Speaker: First, I'm drafting a contract for them.
Speaker: When I draft a contract for them, I use something that we can collaborate on.
Speaker: So it's either going to be Google Docs or Microsoft SharePoint, depending on what kind of shop they are.
Speaker: And in that draft, in that first draft, I keep them involved in the drafting process.
Speaker: And I actually comment up the entire document, very specifically, like the relevant sections, not the stuff that's boilerplate, not the stuff that's everywhere.
Speaker: But I comment up the document in layman's terms, in clean language, explaining what each section means.
Speaker: Not every attorney does that and not every company wants that.
Speaker: But I put importance on it because I think that if you're entering into a contract, if you're drafting a contract, you should understand.
Speaker: I think you should understand what you're accepting.
Speaker: So that's one way that I make sure that my clients, at least in layman's terms, understand what their sales contract or their terms of use or their privacy calls or whatever it is that I'm drafting, like a referral agreement, so on and so forth, says.
Speaker: When it's time to negotiate, obviously we'll receive red lines.
Speaker: They'll claim it'll drop in my inbox.
Speaker: Same process.
Speaker: We either share via Google Docs or SharePoint or whatever other solution they use, whether it's like a contract management solution.
Speaker: And I use the comments to truly explain, look, for example, this red line, they're trying to remove an identification for anything except third party claims of IP infringement, for example.
Speaker: This is why you should not accept it, but this is the risk that it presents.
Speaker: When you explain something, it may end up being much more appreciative when you do this approach, because now you're explaining something and now the next time it comes around, they have a deeper understanding of what it means versus what it doesn't mean.
Speaker: And that I always find that helpful.
Speaker: And further than that, I think that what I've done with, for several of my clients, is create a playbook.
Speaker: I've created a negotiations playbook or a sales playbook, which in no means is it supposed to be you replace the attorney and accept whatever it is based on this playbook, but you should have an understanding and given, give them that playbook and understand these are the most commonly negotiated terms that I've seen in your context.
Speaker: This is what we are willing to accept versus what we're not willing to accept.
Speaker: And this is something that is absolutely not non-negotiable.
Speaker: I'd lay this out, usually two to three page document, relatively simple, but that helps them really get a real view and understanding of what, how to move forward in these situations.
Speaker: Yeah.
Speaker: And I think that playbook is super valuable.
Speaker: And just to help them, because I think sometimes when I'm working with clients, it's hard for them to process all the information at that time when we're going through it, especially because lawyers are expensive.
Speaker: They don't want to sit and spend too much time if they're on tight budgets.
Speaker: So having a playbook allows them to kind of look at that later, to use it, pull it out when they need it, refresh themselves on what kinds of things are in it.
Speaker: And I particularly like that you said that just a few pages because those...
Speaker: can be so helpful.
Speaker: I know for me, I go to create a playbook and I'm thinking, oh, I got to create a 30-page playbook that has everything.
Speaker: So because it's so big, I don't even start.
Speaker: How do you finish that?
Speaker: But two or three pages with some big clauses and explanations and alternative language, that's not that hard for anybody to do who's working with contracts.
Speaker: So I like that a lot.
Speaker: Wonderful.
Speaker: Thank you so much for being on the show.
Speaker: I really appreciate it.
Speaker: And we'll be seeing you more on LinkedIn, I'm sure.
Speaker: Thank you so much.
Speaker: I really appreciate you having me.
Speaker: Once again, always enjoy collaborating with you.
Speaker: Thank you.
Speaker: All right.
Speaker: Bye-bye.
Speaker: Bye.
Speaker: Thanks for tuning into this episode.
Speaker: If you'd like to learn more about How to Contract's training programs, check out our website at howtocontract.com.
Speaker: You can sign up for our weekly newsletter.
Speaker: which includes links to these episodes, as well as contract tips, upcoming events, and other offers.
Speaker: Happy contracting!
