How To Effectively Negotiate International Contracts

Negotiating contracts on a global scale involves navigating different legal systems, cultural nuances, and complex risks, from data privacy to geopolitical shifts. In this episode, we get a masterclass in international contract negotiation from Vintee Mishra, a legal professional with over 15 years of experience in the field.

Meet the Speaker: Vintee Mishra

Vintee Mishra is an expert legal professional with a career spanning over 15 years in contract reviews, negotiations, data privacy, and commercial transactions. Her journey in law was inspired by her father, a retired judge, which gave her a lifelong appreciation for the integrity of the profession.

Educated in both India (LLM in Intellectual Property from NLSIU Jodhpur) and the United States (LLM in US Laws), Vintee has built a career working for some of the world's most recognized companies. Her experience includes roles at Tata Consultancy Services, Cisco, First Technology Federal Credit Union, and Moody's RMS, giving her a deep and practical understanding of navigating complex legal landscapes across diverse industries and geographies.

Key Insights from the Conversation

Transitioning to different roles across different geographies

Vintee credits her background in India as a "great training land" for adapting to new environments, but notes that moving to the U.S. required learning entirely new cultural and professional nuances. Working for global companies like Tata Consultancy Services and Cisco from the start exposed her to a diverse international community, setting the foundation for her career.

She emphasizes that while you must learn the specific laws and regulations of each industry (e.g., finance vs. software), the core skill is adapting to people. Her time at First Technology Federal Credit Union, for instance, taught her the immense value of "human kindness and goodness," a lesson that has been critical to her success in every role since.

What principles do you use when negotiating large, complex agreements?

Vintee’s primary principle is to "do your basics." She notes that even before tackling complex legal language, basics like matching fonts, formatting, and definitions are often overlooked.

Beyond that, her core principles are:

• Be an Enabler, Not an Owner: The legal professional is not the owner of the contract; the business stakeholder is. Your job is to enable their goal while protecting the company's interests.

• Find Alternate Solutions: Don't just tell the business "we can't do this." A business cannot run on that. Your role is to find alternative transactional solutions to align with the business's goals.

• Use Simple Language: Contracts are often read by non-lawyers. The simplest, most concise, and unambiguous language is the most effective and leads to the fewest disputes.

• Minimize Redlines: When using a customer's paper, avoid striking through entire sections. It's adversarial. Minimize redlines and focus on what's truly important.

• Know Your Non-Negotiables: Always be clear on key clauses like indemnification, limitation of liability, and warranties, and understand what your company can and cannot comply with.

How to handle contract negotiations with uncooperative counter parties?

When a counterparty is uncooperative, Vintee relies on three clear markers:

1. What can your company not comply with?

2. What does your company not want to comply with?

3. What will cost your company excessively if you agree?

As long as you are clear on these three points, you can hold your ground. She also notes that this depends on bargaining power. A small vendor just starting out has less power than an established enterprise. Ultimately, she says, you must decide: "Do you want to do business with such people in the future?" If the transaction is critical, you will find a way, but if not, it may be a sign to walk away.

What are the key benefits of having standardized templates?

Vintee is a strong proponent of standardized templates, stating you "definitely should and must create a bank of well-drafted clauses." The key benefit is saving time and money. In a corporate environment with a high volume of contracts, you cannot afford to draft every agreement from scratch.

However, she cautions that templates must be reviewed and tweaked. A template for an on-premise software agreement, for example, will need significant changes for a cloud or SaaS version. She recommends reviewing templates yearly, or immediately after major legal changes (like new data protection acts) or world events (like COVID-19).

How do you respond to rapidly changing geo-political events?

Recent years have "stolen the limelight" for the Force Majeure clause. Vintee shares a brilliant strategic update: she has removed the word "pandemic" from her clause and replaced it with "government orders."

She explains that during COVID-19, "pandemic" was misused to excuse performance. "Government orders," however, is a more precise and balanced term. If a government lockdown or sanction (like those related to the war in Ukraine) prevents performance, the vendor is protected. But it also protects the customer, as the business can't be put on hold indefinitely. This shift requires also re-evaluating limitation of liability, indemnity, and the vendor's insurance coverage.

How do you handle difficult clause negotiations such as Jurisdiction?

Jurisdiction is always one of the most negotiated clauses. Vintee notes that global companies often have preferred jurisdictions: California or New York in the U.S., and England and Wales or Singapore for international deals, as these are seen as business-friendly and have a large body of case law.

She also shares a fascinating strategy for when two parties are completely deadlocked and cannot agree: just leave the clause out. While it was surprising to her when she first learned it, she's seen attorneys use this approach. If it's the only sticking point, they let it go and trust that if a dispute arises, the court will decide the proper jurisdiction.

What are your views on generative AI for legal contract drafting process?

Vintee sees Generative AI as an "extremely useful tool" and a "game changer" for efficiency, not a threat to be feared. She believes that if you are good at your job, AI will not replace you; you will use it to become better.

She is clear that AI cannot replace human intelligence, creativity, or negotiation. Citing a recent copyright case, she notes that the law protects human creativity, not a machine's. A machine cannot represent a human in court. Her biggest concern with AI is not job loss, but data scraping and the privacy implications of how these models are trained.

Did you find a mentor who's helped you in building your career?

Vintee says she was "extremely fortunate" to have great mentors. She names Dr. Kalan Kanikara as her first and most formative mentor, who "really shaped my thought process."

Later, she found inspiration from a peer at First Tech, Ken Smith, who gave her a piece of advice she lives by: "Use your two ears and one mouth in that proportion." She emphasizes that being a great listener is the key to comprehension and success, especially in contract management.

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Disclaimer: The views expressed in this podcast are the speaker’s personal opinions and do not necessarily reflect the positions of the podcast, Volody, or any current or former employers.