The Hardest Part About Business Law

In my opinion, the hardest part of business law is the drafting of service agreements, ie the drafting of the primary agreement that a service business will use via-a-via its clients (includes software-as-a-service agreements such as the AirBNB TOS featured below).

Why do I say service and not product? Because if the business is a product business, its transactions are governed by Uniform Commercial Code (UCC) and thus sales of goods agreements have become fairly standardized. When it comes to service businesses, however, it becomes a completely different ballgame.

Although it is possible to draft a service agreement with merely the minimal protections, such as release, waiver, indemnification clauses, that is probably not good practice, as the whole point of having a contract is to ensure that both parties are on the same page on all major points to avoid disputes.

Hence the tough part: in order to draft a good services agreement that effectively memorializes the anticipated transaction between the service business and client, you need to thoroughly understand how the ins and outs of the actual service and the customs of the industry. And since there are a seemingly endless array of service businesses in our economy, chances are that as a business lawyer you will encounter a steep learning curve each time you sit down to draft the operative clauses of a services agreement.

It is this constant learning curve that makes the services agreement uniquely difficult. It is extra taxing on your mental facilities, but then again also ensures that you will never become bored since you are guaranteed a steep learning curve each time.