Experience Dovenmuehle
Dovenmuehle · In-houseI made agreements usable for the people doing the work.
For nearly ten years I was the primary lawyer for Dovenmuehle's purchasing-side commercial and technology agreements. I negotiated them, explained what the terms meant for the planned work, and built the documents and processes that made the next agreement easier.
- Role
- Corporate Counsel from January 2020; Staff Attorney before that
- Dates
- February 2017 to October 2026
- Scope
- Purchasing-side commercial and technology agreements, from first review through termination
The document has to fit the work people plan to do.
I handled master services agreements, statements of work, confidentiality and data-protection terms, riders and the documents around them, from review and negotiation through signature, amendments and termination.
Most of the job was translation. A business lead wants to know whether a vendor relationship is safe to start, what it will cost if it goes wrong, and how to get out if it has to end. I worked with business, technical, compliance and leadership colleagues to answer those questions in terms of their actual plans, and laid out the options when there was a choice to make.
The issues that came up most: liability, indemnity, intellectual property, service commitments and termination, plus audit rights, insurance, subcontracting and continuity.
Every clause answers a business question.
| The term | The business question |
|---|---|
| Limitation of liability | If this goes wrong, how much can we recover, and how much could we owe? |
| Indemnity | If someone sues over the vendor's work, who pays, and does the cap apply? |
| Intellectual property | Who owns what gets built, and what can we keep using if we part ways? |
| Service commitments | What happens when the service goes down, and what do we get when it does? |
| Audit rights and insurance | How do we confirm the vendor is doing what it promised, and who covers a loss? |
| Subcontracting | Who else will touch our work or our data? |
| Termination and continuity | How do we get out, and how does the work keep going if the vendor can't? |
The examples on this page illustrate the kind of questions I answered. No actual company terms appear here.
Then I made the next agreement easier.
The same questions came back on every deal. So I built the pieces that let us answer them faster and more consistently.
The contract rider
I created the company's contract rider: its own terms, ready to attach to a vendor's agreement, so a negotiation could start from our position.
The negotiation reference
I built and actively used a reference of preferred positions, the fallback language that could still work, and the reasoning behind each. A concession became a decision with a reason behind it, and the next negotiation started where the last one left off.
If the service ends, what needs to happen next?
- Preferred
- The position we ask for first, and why it matters to the work.
- Fallback
- Language that still protects the business if the vendor won't agree.
- Reasoning
- What the term protects, so whoever negotiates next knows what they can trade.
NDA documents and process
I developed the company's NDA documents and the intake, review and signature process around them: standard documents for routine requests, and a set path for the ones that needed a lawyer's review.
Access to vendors' assurance reports
Assurance reports are the independent audits vendors share about their controls. I made getting access to them a repeatable process by lining up the participants, the required documents and the routing. The three-party NDA and indemnity side letter it uses already existed; my part was making the process repeatable.
- RequestWhat's being asked for?
The purpose and the people involved.
- RequirementsWhat needs to be in place?
The documents and any open questions.
- RoutingWho handles the next step?
A clear handoff, and the decision that's left.