First, you've got to understand the field. Tech contracts professionals produce three types of contracts: (1) software licenses, (2) tech services agreements and related commercial contracts, and (3) intellectual property sharing agreements. We often assume tech law is all about intellectual property. But IP plays only a small role in categories 1 and 2—and those account for most of the work. Software licenses transfer rights created by copyright law, but they often have simple IP clauses that get little attention during negotiations. And Internet link-exchange agreements, tech-support contracts, and other category 2 deals sometimes don't even address IP. What you have to know is basic commercial law. What's a warranty, and how does it work? How about a limitation of liability clause, an indemnity, or a confidentiality provision? How do you set up an effective delivery and acceptance clause?
Yes, you have to know intellectual property for category 3: IP sharing agreements. But if you know basic commercial contract law, you've got a grasp on 90% of what you need for most tech law jobs. That may be enough to land your first position.
How do you learn tech law? If you're already working, get involved in commercial deals: purchases of tractors, office furniture, management consulting services, and, of course, technology, if possible. And if you're a student, enroll in advanced contracts courses of all kinds, as well as one or two courses on IP. You will eventually need to learn how commercial clauses work in the tech industry. But a basic familiarity with those clauses in any industry will get you much of the way home.
Your second task is to land that first job. If you have the appropriate impressive credentials, a position with a global law firm is ideal—assuming you join the technology licensing group. They'll train you and pay handsomely for the privilege (though they may work you half to death). But don't despair if that door's closed.
If you're a lawyer or law student, consider working as a contract administrator or contract manager. Apply to tech companies and also to large non-tech companies with technology procurement departments—departments that buy a lot of software and computer systems. Yes, you enrolled in law school to work as a lawyer. But after a year as a contract administrator or manager, you could have 50 tech contracts under your belt, making you a hot prospect for a tech lawyer job. And most of your competition for the contract manager job will be non-lawyers, so you're a good candidate.
When I was a software company general counsel, a law student wrote to me out of the blue and offered to work as a summer intern for free. I almost tossed her resume, but then I realized how much I could get done with extra help from an almost-lawyer. Not only did I hire her, but I actually paid her a small stipend. So consider a free or almost-free internship as a way in.
Finally, believe it or not, it's possible to get a plum corporate counsel job with no experience—or a plum contract manager job, if you're a paralegal. I've seen it done. Send out lots of applications—while you work the other angles listed above.
About the Author
Attorney David W. Tollen is the author of The Tech Contracts Pocket Guide: Software and Services Agreements for Salespeople, Contract Managers, Business Developers, and Lawyers (iUniverse 2006, $15.95, www.techcontracts.net). He has served as general counsel for a publicly traded software company, as vice president of business development for a profitable technology startup, and as an associate with a global law firm. Tollen is the founder of a technology boutique law firm in San Francisco called Tollen Legal (www.tollenlegal.com). He specializes in information technology contracts and intellectual property.
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