Zameer Nathani identifies three immediate warning signs in a contract: uncontrolled liability, a counterparty with weak governance and resistance around intellectual-property rights. Each goes beyond technical drafting. Together, they ask whether the proposed relationship makes business sense.
Liability is the clearest. A party that accepts an obligation cannot expect a later claim of poor judgment to erase it. The lawyer should identify the maximum exposure, exclusions, insurance, indemnity process and the events that trigger payment. A broad clause deserves a number beside it, or at least a scenario management can understand.
The second warning appears during negotiation. If the other side casually admits that board meetings, filings or internal controls are ignored, the problem is cultural. A beautifully drafted governance clause will not turn a persistently non-compliant company into a reliable partner. Due diligence should examine conduct, not only certificates produced for the data room.
The third concerns future value. In content businesses, the first programme or film may be only one use of an idea. Sequels, prequels, remakes, adaptations, characters and new formats can become more valuable than the original licence fee. Nathani describes negotiations in which a producer might deliver the current serial to a channel while preserving the right to create later versions. If the buyer wants those future rights restricted, the price should reflect what is being surrendered.
This is what it means to read with the eyes of a CEO. The question is not confined to whether a clause is enforceable. The decision also involves finance, competitive advantage, operations, reputation and the opportunity the company gives up. Nathani credits an Advanced Management Program at Harvard Business School, undertaken on advice from the late Ratan Tata, with helping him move beyond functional silos.
AI adds another layer to the same judgment. Nathani sees clear value in first drafts and reduced turnaround time, yet a 140-clause agreement generated quickly is not automatically a good agreement. The user must test jurisdiction, tax, liability, governance, data, intellectual property and the real structure of the transaction. Length can disguise missing thought.
On regulation, Nathani favours allowing new technology space for industry self-regulation before moving towards rules and, where necessary, formal law. The sequence is his policy view, and different sectors will require different speeds. High-risk uses may demand earlier safeguards. The enduring principle is to understand the technology well enough that regulation addresses real harm rather than freezing an early version of the product.
A practical contract review can therefore begin with three pages, even when the document contains 140 clauses. Page one states what the business is buying or building. Page two lists money, control, liability and exit. Page three records intellectual property, data and future rights. The detailed drafting must support that commercial picture.
Counterparty intent should remain visible after signing. Governance covenants are useful only if reporting is reviewed, meetings occur and non-compliance triggers action. The legal team should know where evidence is stored and when a concern moves from an operating issue to a board matter. A contract cannot manufacture trust, but it can create early signals that trust is failing and give the parties a route to respond.
Exit deserves equal attention because it reveals the real balance of the arrangement. The contract should allocate unfinished work, customer data and derivative intellectual property after termination. It should also state which payments survive and whether either side may continue using shared technology. These points are easiest to settle before the relationship begins, when both parties still believe they will never need them.
I find contracts easiest to understand when the legal vocabulary is temporarily removed. Identify who gives what, who can stop a decision, who pays when it fails and who owns what succeeds. Nathani's CEO lens keeps those points visible while the clauses multiply.