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This will disappoint most [[legal eagle]]s — like all performance artists, we like to be the main event — but still it ''must'' be the critical path. | This will disappoint most [[legal eagle]]s — like all performance artists, we like to be the main event — but still it ''must'' be the critical path. | ||
“Going straight to docs” is a legal eagle’s high wire act, | “Going straight to docs” is a legal eagle’s high wire act, but it is her [[client]] who has to do without the safety net. To be sure, the first cut of a [[Indenture|trust indenture]] ''may'' capture all those key commercial elements, but it probably won’t, and even if it does they will be dispersed, randomly and cryptically, throughout its 90-page heft. | ||
Which one must read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a | Which one must read, [[In toto|''in toto'']]. The modern ''[[rechtsadler]]'' knows but one way to review a legal contract: she must start at the beginning and work her careful way to the end. Should she meet a cavalier [[indemnity]], [[Limitation of recourse|limitation]], exclusivity or [[warranty]] on the way — however ill-judged, insignificant or uncalled-for — she will be drawn to it as a moth is to a lamp. She will have to ''address'' it. To ''hell'' with the main commercial terms: this existential risk must be addressed, and ''now''. | ||
Whereupon, strap yourselves in for six months of torture as | Whereupon, strap yourselves in for six months of torture as the performance art grinds on: every typo, [[representation]] and scheduled form of drawdown request notice will waylay progress, so that the lawyers may never make it to the gritty commercial terms. They may never even ''find'' them. Most likely, they will never even know what they ''are''. | ||
A good [[termsheet]] is a discipline: a [[cocktail napkin]]; the contextualised essence of whatever the turgid entropic mass of final [[verbiage]] will, in its perverse and circuitous manner, eventually reflect. | A good [[termsheet]] is a discipline: a [[cocktail napkin]]; the contextualised essence of whatever the turgid entropic mass of final [[verbiage]] will, in its perverse and circuitous manner, eventually reflect. | ||
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*[[OneNDA]] | *[[OneNDA]] | ||
{{ref}} | {{ref}} | ||
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