Interview: Soumya Shekhar | Founder of Remote Lawyer
Soumya Shekhar is the Founder of Remote Lawyer, a one of its kind, virtual law firm that addresses the contract drafting and reviewing needs of early and mid-stage startups.
Soumya Shekhar is the Founder of Remote Lawyer, a one of its kind, virtual law firm that addresses the contract drafting and reviewing needs of early and mid-stage startups. Soumya is an alumnus of the National Law University of Delhi and the National University of Singapore and holds more than 10 years of diverse legal experience. She was the recipient of the Faculty Graduate Scholarship from the National University of Singapore.
She worked in tier-1 Law firms such as Trilegal and Luthra & Luthra and also MNCs such as Wipro. However, her entrepreneurial spirit drew her towards becoming an independent legal consultant and subsequently founding Remote Lawyer.
She was also recognized in the ‘30 People to Watch in the Business of Law in Asia in 2023’ list released by the Asia Law Portal. She has advised over 100 startups in the past four years and hopes to make Remote Lawyer an accessible and affordable legal solution for early and mid-stage startups.
Interview: Soumya Shekhar | Founder of Remote Lawyer
Legal Bites: As the founder of Remote Lawyer, you offer innovative contract drafting solutions. Can you tell us more about your approach to contract drafting and how it differs from traditional methods?
Soumya Shekhar: We approach contract drafting from the perspective of risk mitigation with a focus on closing the deal for our clients. We provide a fully remote contract drafting solution, where the client does not have to visit a lawyer’s office. Everything is done virtually.
Traditional methods of contract drafting focus more on the ‘templatization of contracts’. We believe that while templates are easy, they are not always the most effective way of drafting/reviewing contracts.
For instance, there are multiple ways of drafting and reviewing the same Master Services Agreement, capturing the same, in a template, leaves a lot to be desired. Hence, we provide customized and tailor-made solutions to our clients, where the focus is more n covering the specific risks, rather than ensuring that a set list of clauses is included in the contract.
Legal Bites: What are some common challenges that startups face when it comes to contract drafting, and how do you help them overcome these challenges?
Challenges faced by startups with respect to contract drafting vary, depending upon the stage they are in. However, some common challenges faced by early and mid-stage startups are:
a. Absence of win-win contracts: Being in a weaker position to negotiate, what these startups require, is effective drafting, that protects their interest, whereas conceding very minimal gains to the other side. In a bid to win clients, startups typically agree to every demand of the client. What is required is an efficient lawyer who can close the deal, by coming up with innovative redlining solutions, that are acceptable to both Parties.
b. Simpler agreements: Startups should focus more on pitching and marketing their products, rather than on explaining complex legal jargon to their clients. Hence, an agreement that is simple to read and understand and yet covers all core interests is something that every startup should have, but rarely has.
c. Effective negotiation: Startup founders, especially, early-stage startup founders, often find themselves at the receiving end when negotiating contracts. Especially, when it comes to legal clauses such as indemnity and limitation of liability, it is difficult for non-lawyers to understand the long-term implications of the same. Hence, having a lawyer that effectively negotiates on their behalf, is very crucial for startups.
Remote Lawyer is committed to making legal solutions for startups simple and easy. We assist startups in creating simple-to-understand contracts, with minimal legalese and clauses that protect the core interest of the startups. We assist in redlining documents and also suggest alternative language at the negotiation stage to help the startups successfully close deals, with minimum friction. We are available on call to help startups navigate the entire negotiation process.
Legal Bites: Startups often operate in fast-paced and dynamic environments. How do you ensure that the contracts you draft are flexible enough to accommodate future changes and business growth?
Soumya Shekhar: Drafting contracts is an organic process rather than a mechanical one. We follow some interesting steps, prior to commencing the actual drafting. Based on the nature of the contract being drafted, the first stage is to list down all potential risks that can occur in the context of the contract being drafted.
For instance, if I am drafting an agreement for software licensing and representing the licensor, I will at the outset, list out the various risks that my client, as the licensor, may face in the present and in the future. The contract is then drafted to cover/mitigate all these risks.
Legal Bites: In your experience, what are some key clauses that startups should pay extra attention to when entering into contracts, and why are these clauses important?
Soumya Shekhar: Some key clauses that startups, often ignore, but be more mindful of are:
a) Renewal of agreement: If you are a customer, then make sure that automatic renewal is not included in your document and if it is essential to, you should ensure, that the termination notice is not more than 30 days, and without cause. I have frequently seen, startups getting in trouble, because of an innocuous mistake like this. Allowing an agreement to renew automatically, without ensuring your exit option, can lead to you being trapped in the contract.
b) Indemnity: These are technical clauses and if not drafted efficiently, can cost the startup, a lot of money. Simple language mistakes such as “may incur” vs. “actually incurred”, can put the startups in jeopardy and hence, indemnity should be thoroughly reviewed by a lawyer.
c) Limitation of liability: Disclaiming indirect damages and limiting one’s liability is essential to any contracting process. Hence, every contract should have this clause. However, if you are a customer with no obligations, and this clause effectively reduces the scope of your remedies, you should know how to effectively modify this in your favour.
d) Boilerplate clauses: While boilerplate clauses are often ignored, they can lead to myriad disputes, if not reviewed properly. For instance, if your Force Majeure clause states that “except payment obligations….all other obligations shall remain suspended” and if you are a customer, this would mean that you may not be able to use the Force Majeure clause to stop payment, even if the service provider is not performing services due to Force Majeure Event.
Legal Bites: Legal compliance is a crucial aspect for startups. How do you assist startups in understanding and fulfilling their legal compliance requirements through effective contract drafting?
Soumya Shekhar: I work with a number of fintech and B2C companies and in sectors such as these, it becomes important to ensure that your agreement is compliant with law. Before drafting an agreement, I always go through the applicable laws and make sure that the agreement contains all the elements that are required as per law. For instance, the drafting of privacy policies more often than not need to be compliant with a plethora of laws.
My first question to clients, before taking up drafting of privacy policy work, often is the jurisdiction where their service or product operates. This is to ensure that international laws such as GDPR and CCPA are also taken into account. In the fintech sector too, all contracts I review, especially for digital lending services, are always evaluated against the applicable laws, including the recently released RBI Digital Lending Guidelines.
Legal Bites: Can you share some examples of specific contractual issues or disputes that you have helped startups resolve, and how your contract drafting expertise played a role in reaching a favourable outcome?
Soumya Shekhar: One of my clients was being hoodwinked into signing a power of attorney through a services agreement. The agreement contained a clause that entitled the other Party to sign all contracts on behalf of my client. I highlighted this issue to my client and sat on several negotiations with the opposite counsel. The opposite counsel was not ready to first remove the same, but after being repeatedly told that this position is contrary to the basic principles of contract law, they finally removed this draconian clause.
Another example is when a client was not being paid their dues and had been terminated during their maternity leave period, citing false reasons. I drafted communications to be sent to the employer and finally got my client the dues, without the need arising to go to the court.
Recently, while reviewing a shareholders’ agreement, the Investor was not ready to enter into a non-compete, I modified the language of the non-compete in such a way, that the investor conceded to a clause, that investors rarely concede to.
Legal Bites: Technology has significantly impacted the legal industry. How has technology influenced the way contracts are drafted, reviewed, and managed, and how do you leverage technology in your work with Remote Lawyer?
Soumya Shekhar: Being a fully virtual law firm, technology plays an essential part in our lives. We use a number of tools to ensure that the contracts we draft are perfect in all senses. While I do not believe in using AI to draft agreements, technology helps in ancillary work such as formatting the contracts, ensuring that all iterations of the contract remain in one place and dissemination.
Legal Bites: With the rise of remote work and virtual collaborations, how do you address the challenges of ensuring the validity and enforceability of contracts across different jurisdictions?
Soumya Shekhar: I deal with international clients on a daily basis and have drafted contracts for jurisdictions such as US, UK, Singapore, UAE and some countries of Europe such as Germany and Portugal. These contracts are typically global in nature and more often than not include two international parties.
It is essential to choose a neutral venue of arbitration in these cases and have a choice of law clause to ensure that the legal principles adhered to are consistent. It is pertinent to make sure that the clauses included would be enforceable in the governing law jurisdiction.
Legal Bites: What advice would you give to startups or entrepreneurs who are looking to draft contracts on their own? Are there any essential elements or best practices they should keep in mind?
Soumya Shekhar: Anyone looking to learn how to deal with contracts, should first read through and understand as many contracts as possible. The second step would be to start drafting. Pick up any sector and a typical contract in that sector and start drafting on your own. List down the potential risks and ensure that your contract covers the same. Read and re-read your contract. Put yourself in the shoes of the opposite party and review your contract.
Practice makes one perfect and the same holds true for contract drafting. Draft as many contracts as you can and you will learn the art soon enough.
Legal Bites: Legal Bites is an online E-Library for law cum information blog. What role do you see online platforms like Legal Bites playing in the dissemination of legal knowledge and information, and how can these platforms help bridge the gap between academia and competition?
Soumya Shekhar: These platforms are very useful, as they have made access to legal information and updates easy and free for all. Simple explanations of legal topics and concepts help students and young lawyers in understanding the basics of legal principles.