You go to law school and come out thinking that judges are the audience. Then you get a job at a law firm and learn that the customer is other lawyers. Once you start drafting your own agreements you realize that the first reader is a businessperson, the second is a lawyer, and a judge will never read your contracts.

Far less than 1% of contracts that are drafted are ever litigated. Really good quality contracts are almost never argued about in front of a judge. The focus of your efforts should be the business deal: what are the parties (specifically) agreeing to? A good contract is clear, and contains all of the business details. A great contract requires something more.

The first step is to take the key deal points, then format them according to a common framework. Different deals require different structures, like order forms or terms of service structures. In some cases, the lawyer can help devise the mode of contracting, which influences what gets drafted. Every part of this requires thought, and needs to fit the exact deal.

The actual drafting should be with an eye to clarity for the reader, aiming at as simple an agreement as possible. Long agreements cost everyone time and money, and the idea is to get to yes not slow it down. Simple and clear agreements get signed faster. A really good agreement will convince the other side to sign, and their lawyers will be arguing with them about why they shouldn’t sign it!

Businesspeople love clear agreements. Since they're the real customer of most lawyers, they should be the primaray audience. A great contract closes more deals, faster, and with less negotiation. That means giving up some things and drawing up a fair deal at the start (or at least has that appearance). It’s ok to not include things that aren’t in your client’s interest, as long as the overall deal reflects what the parties want. Remember you’re writing for your client, and their deal, not for the other side. But most of the time, what should be drafted looks the same from both sides, since all deals reflect a bargain that they are trying to strike. Good deals are wins for both sides. Good business lawyers think less of sides and more about deals. Business is primarily about making everyone better off, not winners and losers.

Amateurs thing in terms of win-lose. Great business lawyers realize that deals are often partnerships, and any custom-drafted agreement is an important part of your client's business relationships. Make deals that build those relationships, which is usually best done through deals that include every important part. Think beyond what the client says is the deal, and think about future ways it could go wrong. The more those bad paths can be avoided through upfront drafting, the better the deal will serve both parties becuase it will resolve their problems easily.

The best contracts aren't standalone items. They fit into a wider strategy and reflect the company's branding, and their marketing. Make every deal an extension of your client's business. That's what great drafting is.