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2023-01-11 - 9:23 p.m.

Good Lord

I did good work today


I had a 5:30 pm call with my client, the same one I had a deliverable due at COB Today.

I had almost finished my document review and redlines by 11 AM, but my kid needed to run an errand to be driven to the bank so he could deposit a check and then pay tuition.

Rather important, so I interrupted my day to help him.

I am still trying to figure out what the hell happened.

I mean I was SAVING My work iteratively.

Did I REALLY Screw up and this morning when first opened the READ ONLY Document NOT SAVE It with a different NAME after I changed it to be able to be edited?

However it happened.

I got back from the errand and the kid asked me to make food. I needed to eat lunch too so was like "SURE"
The crazy thing is ( total aside) that the kid then started playing an on line interactive game. Now I don't mind at all this kid is a gamer as this kid ALSO goes to college, and had an on campus job as a tutor ( helping kids at risk of failing out actually) and literally is a straight A brilliant student ( always was) who the college has interviewed in consideration of sponsorship for a Fulbright Scholarship to study overseas.

This is a bright and hard working kid who ALSO has POTs. So yeah low energy but manages to still be very accomplished while actually sleeps most of the time! GIFT OF BEING BRIGHT.

I mean it is just easier if you are super smart and have a chronic illness. You can find work using brains and work even if your body won't function well.

Problem with younger ones I think is they had brain fog and more cognitive symptoms and difficulties and I think most of all DEPRESSION and then BAD HABITS( like gaming when NOT in full time school! That makes all the difference! I mean this kid actually focuses on school and games only on break non stop when not sleeping or eating!).

OK so the aside was... I decided to cook and turns out the kid got into their game so did not even EAT for hours!

BUT I made a quick homemade tomatoe sauce and some pasta and leisurely enjoyed cooking then eating lunch.
so mid afternoon I was wrapping up my contract. And I was then ALMOST DONE... and I KNOW I hit SAVE AGAIN.
and took the dog for another walk.
Then I did also go on some tangential research random reading NOT really related or germane to the contract I am working on BUT
IT IS VERY COOL STUFF they are doing

So tangential fun geek out research into some of the very cool new technology advancements in the particular space of the particular nameless mystery sector this job is in.
(IT is so fun!! I love learning new things)

and then got back to wrapping up my very detailed careful review.

AND then hopped onto a 5:30 call on another matter

saved and closed my doc...

ON Which

the CEO also mentioned to minimize redlines as this is a BOHEMITH of a company and he wants to move business forward....

I told him I would TRY. I said " I could prepare TWO documents. ONE with what I REALLY THINK for you to consider and one with the bare minimum redlines ..."

But truth be told I have a hard time doing that even if he wanted me to. HE was frank in that he did not want me to spend too much time on it and wanted to minimize cost.

I refrained from letting him know that would be penny wise pound foolish


He is a SMART cookie

I really respect and understand his perspective. He is also super bright and has a good sense of when you really need a hard NO to bad drafting that is not in his interest.

But see it is HIS business call if I point something out he decides to then accept KNOWING The risk is there.
I HAVE To still call it out...
I can't UNSEE The vulnerabilities and bad provisions when I see them.

I just can't do it!

So the irony is- after the call. I go to open up the doc



Somehow it is nowhere to be found. I even looked in the computer TEMP files.

So the only possible explanation really is I had an absolutely stupid ADHD Moment THIS AM when I awoke refreshed and excited to start working very early (despite not being in bed early!) I mean I started working well before the 9:30 AM job interview, and I FORGOT To save the file with a NEW NAME so any changes could be saved. so the phantom saves somehow were LOOKING Like I was saving the doc but in realtiy they were not. I could not know this until closed the doc and tried to reopen as THEN if I never actually changed the doc name it would just have been LOCKED for editing ( I am guessing?) I am going to go with that theory that it was a user error on my part ( Even though all damn day I was able to hit save and it seemed like changes were accepted and maybe the file DID Exist somewhere? Maybe I just couldn't find it? ) WHATEVER Chalking it up to some user error on my part- not paying enough attention to save a new file with new name and date in a specific folder so I know where it is later after close it.

I don't recall how early I awoke truth be told. I mean I gave up ledgering EVERY HOUR on a contract when I know I am being PARTICULAR and a perfectionist and someone said "minimize redlines" that they WANT the WALMART Special HA HA

I mean I will bill a reasonable amt of hours...

But I CANNOT give a Walmart special when providing contract review. I just can't do it!!!

BUT I may just bill the actual RE DO HOURS. Will see....

So I discovered I lost the doc.

And thought "GOOD HE wants minimal redlines- so that is contrary to what the OTHER VP Said as she wanted me to be thorough- now I can meet in the middle and compromise between the two opposing instructions and see what I think is low risk and WON"T redline 2nd time around"

I figured it was OK

I was honestly having fun

SEE I ENJOY the work,

And having gotten into flow and done the deep dive analysis of key provisions already it is really easy to just go redline AGAIN-

I mean honestly verbatim at times but maybe even clearer , more succinct edited drafting the 2nd time around.

SO I just did it again.

AND LAUGHED when done at how few redlines I really was comfortable OMITTING.


I just couldn't do it.

I sent the doc with the encouragement ( I hope) in the email that it is worth asking for the recommended changes as hey they may say no but they may just expect many of these asks and say yes to some!
(HONESTLY I Think they WILL expect most of the changes I request and I think WILL Say yes to most of them without even arguing as some of the initial language was so in their favor and just not logical for good business partnership! I mean it is like the big companies will ask for EVERYTHIng in their favor as their first posturing.

BUT it is posturing.

If you are dumb enough ( that is how I look at it) to just say "OK" That is on you. They have a clear clause that "The agreement has been negotiated"


They not only write a bad contract but include language such that

WE agree we are both smart people that carefully reviewed and negotiated this Agreement
THEREFORE if you signed off on any really AWFUL PROVISIONS

as you have had ample time to discuss and negotiate.

that is the plain English meaning of one of the clauses in the awful contract I had fun fixing.

OH man. I am good at my job.

EVEN when a CEO gets nervous about a negotiation getting difficult an asks me to walk on eggshells and I respond essentially

UMM.... I heard you

but... JUST NO

cause you may be worried about your cost now but trust me

If you don't get PAID for your services

or you carry ridiculous liability and increase your risk

Etc..... ( so many other possibilities)

OR you agree to not only ALLOW an overreach of an audit and then agree to even PAY FOR IT if there is even the slightest difference in an invoice


those mistakes could cost you MUCH MONEY

as just a couple examples.

Honestly I did refrain from some redlines I would have marked up even more. So I DID modify just a little

YEAH I figure since I lost the doc perhaps I will bill for the actual time it took 2nd time around plus just one more hour ( YEAH I Did seriously think and do some research to settle on language for a few problematic provisions and WILL Get paid for that actual time so the measure of exact time this evening when re do plus one hr should be about same as first time around)

I will just not bill for the redo time itself.

So let me figure it out. Sans the 30 min interview. HMM.... I think it was actually 7:30 AM when I awoke! Well I see I sent an email out from my personal email at :8:35 AM So there is the evidence of when started working! I sent that and then went right to work!
SO it was 8:40 AM when started. Break from 9-9:30 Stopped around 11 AM I think. Really just 2 hrs AM and then from 2 to 5:30- 3.5 more really focused. OK about 5.5 hrs for a deep dive thorough review.

HECK billing at 5.5 hrs is still LESS than the AVG cost for the kind of contract this is being reviewed by an ATTORNEY.

MY ACTUAL time is a bargain!

So I am ignoring that comment that the CEO was trying to be cheap.

Billing Actual time.

will add the next reasonable amount of time from THAT POINT to finish. CAUSE I did have another half hour ( at least)

So yeah 6 hrs reasonable to bill for this project.

NOW the redo took me: THREE HOURS

Half the amount of time it took the first time around.

I am billing the six hours- because that did include thoughtful consideration and analysis and trust me it is worth paying for.
the three hours was cause that time was not needed to be redone- it was just the DRAFTING and actual editing again. ( I did have to pull language again- so that is why it took the actual three hours.)

OH yeah there was also the 30 min meeting to bill for.

6.5 hrs.

That is absolutely fair. I really did give them that much time ( without the redo!)

And I am worth it. FUCK imposter syndrome.

And fuck providing lower quality work and lower value deliverable because it makes even a CEO uncomfortable and worry they might not win a bid or lose a deal or blow up a partnership or not make a sale or whatever it is they worry about

cause they assume others will be as narcissistic as they are
and say

Cause truth be told in larger companies it is not the CEO doing the negotiation. ( I joke characterizing CEOS as narcissistic by the way... they really are super smart and don't want to swear the small stuff. But the thing is there are so many hidden mines in a bad contract that are not small! My job is to pull those out so a deal is not a minefield for them down the road).So when it is a lower level skilled legal employee
one taking time looking at detail ( like me!) you will honestly have BETTER contract outcomes cause that employee will have TIME to do the careful read.

CEOS have LESS time and less patience and yes are more ego driven in a way.
BUT ALSO Want to be more conciliatory and want to compromise to make the sales in a way as well....same with your SALES POINT or BD PERSON They will develop the relationship but trust me on this- have a dedicated legal person do the actual review and negotiation

That is the only way you get balance in between the two perspectives- cause trust me on this EVERY LARGE COMPANY had a TEAM of Legal personnel ( lawyers often) create their templates to come up with every possible mine to throw in there. They act defensively and OFFENSIVELY as if they are in a war zone. No exaggeration. You can NOT naively walk into the minefield not realizing they are an AGRESSOR They are the IMPERIALIST using might to try to monopolize and RULE. NO kidding! HA HA

It is funny a company's approach will differ based on who they are negotiating with sometimes and this is where I am different.

I do very it to an extent

But when reading the room


Big or small do have some know factors that affect how a company will negotiate.

BUT I try to IGNORE That and approach EVERY review and every negotiation from the same perspective regardless of who the other player is:

WHAT is the best position for the company I am representing in this particular situation? I joke about the other party if a big company as an aggressive adversary but truth be told that is just the DRAFTERS ( LAWYERS) not the actual business folks dealing with- they are not one and the same. You have to know the SYSTEM the players are stuck in- the culture and paradigms they are working in and the constraints. BUT don't have to let that color the relationship! main GOAL really is to get the work done together- and that means bypassing the BS BUT ALSO calling it out and being sure it is not existent on paper if a company had a freaking General draft their templates. Keep in mind EVERY agreement starts with a fucking template designed for the worst case scenario war zone. Don't take it personally or mistrust the business partners in YOUR Relationship- HELL you may be a Juliet to a Romeo! SO ignore the BS< redline it out, and don't give up and kill yourself in the process.... HA HA Goal is for the relationship developed to work long enough for one party to be able to do good work, the other to be happy with it, and then pay for it! Its fundamental in the end. Good relationships do build good contracts. But it starts with communication and trust. You can't have trust if you pretend there are not minefields and walk on eggshells. That erodes confidence and blocks communication. YOU HAVE TO call out and stop dysfunction. So when I approach a contract review I pretty much initially dig into the document with the same keen eye no matter WHO The players and WHAT their position is and call out risks and tighten it up. First have to figure out WHAT is being transacted. Is there clarity of the work , and its scope? The hardest part is that is often a NO "We will flesh that out" HA HA The weakest link in most contracts is a missing, or incomplete Statement of Work. YET that should be the BUILDING BLOCK of a contract! I mean the WHAT WHO WHEN WHERE AND WHY is the START Yet so often contracts are sent for review up front BEFORE that is even fleshed out. Makes NO SENSE To me cause the review is "hypothetical" and without the scope I can't know then how to assess risk. But whatever... do it anyway. And I review the T&Cs in the vacume of non reality. I mean there is no shaping of the actual reality if have no SOW. So then I HAVE no choice but to be MORE acutely aware of possible risks- and then there are MORE. KNOWING the details NARROWS the possible mines in the field. If I could be an influencer in my profession at all the main manta I would want to instill in all is: TRAIN YOUR TECH FOLKS HOW TO WRITE CLEAR AND THROUGH STATEMENTS OF WORK. Those should be done by the Project Manager who works on them with the actual techie folks- the engineers , the product designers, the developers, the brains of the operation behind the product , service, even if a widget, that you are selling. (or the guys showing everyone how to build with the widgets creatively) Only then should ANY CONTRACT be created and sent for legal review. That would be the #1 money saving tip for companies. Cause THEN your legal team already can narrow the possible mines in the field. THEN I Can IGNORE what might be a problem in one deal but will be irrelevant in this one. ( Like those funky FAR/DFAR specifications for using ball bearings... HA HA I mean there are some random specific bizarre things written into regulations and sure I can delete them whenever they show up But if you found yourself in a walking on eggshell relationship and don't want to engage in conversation and I can't convince you it is NOT WORTH THE TOXIC relationship as it won't be worth the money- well at least then I can KNOW Just leave in the crappy provision that builds someone's false sense of power and ego and it really had no effect. Its BS puffery.... or just an indication they are not that smart and don't read or are very trusting and chill and don't want to waste time knowing it is nonsense.... BUT I WON"T WORRY ABOUT THE FILLER BS and can leave crappy shit in if I know it will have ZERO RISK for my client! My approach is always the same. Consider what is being transacted. Do a through read. THEN... only when done.... read the room.... relationship ( existing or new?)
consider value of the deal
what is at risk?
and what actual risk will be. and CONSIDER what I can DELETE from MY initial comments or changes as not really a big concern/risk so not worth negotiaton but I can just accept the imperfection of the doc as presented to GET IT DONE and GOOD ENOUGH

OK enough geeking out...
time to just relax a very little and go to bed.

I was disappointed I lost my evening. I was going to go to choir practice tonight ( I think we had it?)
Oh well.

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