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Transaction Support And Commercial Contracts Attorney
Refer job# WYYT138510
Transaction Support and Commercial Contracts Attorney The candidate will provide support across company's Service Lines in connection with (i) mergers and acquisitions transactions and (ii) negotiation of professional services agreements and procurement agreements. Will perform legal due diligence in connection with company transactions (acquisitions/divestitures), supporting the negotiation of transaction agreements (including some drafting responsibilities) and assisting the lead transactions lawyers in the company General Counsel's Office (GCO) with various other legal tasks needed to consummate transactions. With respect to the commercial negotiation portion of this role, in addition to traditional consulting services, commercial agreements may include large, complex technology contracts and outsourcing, as well as emerging technologies. Work under the supervision of GCO lawyers on the negotiation of the legal terms and conditions of contracts; provide a legal analysis of the associated risks; and related advice to address, manage and mitigate the risks identified. This commercial contracts work is complex and requires sound experience in professional services, technology and software licenses, contract drafting, intellectual property and the negotiation of large, complex deals. Report to the both the Lead GCO lawyers for Transactions and Contracts, directly and to the Deputy General Counsel - Corporate, indirectly. Perform legal due diligence reviews on target company client, vendor and other contracts to identify important risk considerations and exposures. Draft ancillary transaction agreements. Perform legal research arising out of transactions. Maintain closing checklists and assist in various activities needed to consummate transactions. Review revisions to standard agreements and evaluate third party agreement templates against company standard templates. Draft and negotiate contracts with third parties (master service agreements, professional services agreements, NDAs, outsourcing agreements, technology services agreements, systems implementation agreements, hosting agreements, software as a service agreements) to address the risks identified and levels of performance required from the third party under the supervision of attorneys within the GCO contracts group. Advise company engagement teams and the relevant Service Line leaders of the key contractual risks of the proposed project and contract. Work with GCO attorneys to advise engagement teams, the relevant Service Line leaders and other stakeholders of the key legal risks of the proposed project and contract. Coordinate with cross functional teams (tax, independence, information security) and legal colleagues (data privacy, employment, alliance) in order to provide a comprehensive risk assessment and risk management. When negotiating enterprise wide agreements, consult with stakeholders in other company member firms in other countries to explain the objective of the activity, the data / personnel that will be impacted, how risks might be mitigated and managed; and to address any remaining local issues with the company member firm, the client/vendor, and other stakeholders. Work to make all contractual documents compliant with company policies and maintaining an understanding of the impact of any changes in company policies, organizational structure, and procedures. Protect company's intellectual property to prevent loss/infringement by third parties through trademarks, copyrights, patents and other appropriate safeguards. Provide input and feedback concerning GCO contracting procedures. Attend GCO meetings and training sessions. Work with GCO attorneys to update templates. Identify and provide advice regarding potential legal risks associated with transaction counterparty contracts. Provide advice based on the appropriate balance of risk mitigation and business interests on a real-time basis. Provide advice to the Service Line personnel in meeting obligations associated with contracts and agreements. Use of independent judgment and thinking applied to resolution of contract issues. Identify the projects that require communication to and consultation with counsel in GCO or in other company Member Firms or other functions (e.g. independence, finance, risk management) and advise company engagement teams, internal functions and Service Line leaders on how these risks can be addressed. Escalate identified key contractual provisions to lead Transactions and Contracts attorneys or Deputy General Counsel in accordance with firm policies and protocols. Work independently on nonrecurring projects, with limited direction, and will need to draw upon extensive knowledge, and experience to deliver quality risk management.

The candidate should have a Bachelor's degree from an accredited four-year college. J.D. degree from an accredited law school is required. Must have 4+ years of relevant work experience in a related role, including experience performing similar M&A related tasks at a prominent law firm. Excellent contract review and drafting skills are required. Expertise in negotiation techniques, contract law, contract drafting, licensing, intellectual property and project management is needed. Ability to assess size and scope of contemplated transactions and to tailor contracts and negotiation effort accordingly are essential.
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