Interviews

“I have always had an inquisitive nature and a strong desire to view situations from multiple perspectives. These qualities naturally drew me toward a career in law.” – Shashi Priyadarshini, Lead Attorney (Commercial Counsel) at WNS.

This interview has been published by Anshi Mudgal and The SuperLawyer Team

What initially drew you to a career in law, and how did your time at Chanakya National Law University, Patna, equip you to meet the practical challenges of contract management and corporate legal practice?

My interest in law was sparked during my early school days. I have always had an inquisitive nature and a strong desire to view situations from multiple perspectives and ensure fairness in every interaction. These qualities naturally drew me toward a career in law. My legal education at Chanakya National Law University has provided me with a strong foundation in various laws and regulations, including a solid understanding of contracts. It has also equipped me with practical knowledge essential for working as a lawyer.

In your early years, you worked extensively on contract review and litigation. What were the most significant lessons from that experience, and how did it shape your approach to legal analysis and risk assessment?

Working on contract review and litigation has taught me several significant lessons. One of the most important is the need to approach legal negotiations not only from a legal perspective but also with a commercial mindset—thinking like a business lawyer. Contracts often contain complex legal clauses that can lead to prolonged negotiations. However, it is essential to remember that the ultimate goal is to close a commercial deal. Therefore, as lawyers, it is crucial to collaborate closely with business and commercial teams, assess legal and commercial risks effectively, and help facilitate a balanced, workable agreement. 

Transitioning into in-house legal roles at the Taj Group and Brinks India marked a shift in your career path. How did these roles differ from your earlier legal service positions, and what changes did you notice in terms of responsibilities and expectations?

My earlier roles were more focused on outsourcing, where I worked alongside legal counsels, but without being directly invested in the company. This experience allowed me to collaborate with in-house lawyers and interact with Fortune 500 companies, but it involved relatively lower levels of risk assessment. In contrast, in-house roles are far more complex and come with higher risks. As an in-house lawyer, it is essential to approach cases from the company’s perspective, thoroughly understanding its business operations, and then making informed, commercial decisions that align with the company’s goals and risk appetite.

You’ve handled complex contracts involving Intellectual Property, especially in technology and AI domains. What are the key contractual safeguards you prioritize during negotiations to protect IP assets?

Protecting intellectual property (IP) involves safeguarding both the customer’s and the company’s rights. This includes ensuring the protection of the customer’s IP, any pre-existing IP, and the company’s rights against potential third-party IP breaches. It is also crucial to protect the customer from liabilities arising from modifications under the indemnity clause. IP breach liabilities should never be left open-ended—it’s important to negotiate and include a super cap on such breaches. Additionally, contracts must include precise language to clearly define IP rights and obligations, ensuring the legal interests of the company are thoroughly protected.

In your experience managing the contract lifecycle and engaging in vendor negotiations, particularly in global settings, how have you handled situations where contractual obligations conflicted with local legal regulations?

It is essential to ensure compliance with all applicable local laws and regulations when entering into commercial agreements. As a commercial legal counsel, one must not only address the legal obligations arising from customer contracts but also ensure that similar obligations and compliance requirements are appropriately flowed down to any third-party vendors involved in the service delivery.

For example, when your company provides services to a customer and relies on a third-party vendor to deliver part of those services, it is critical to ensure that:

  1. All legal rights and obligations are clearly defined and back-to-back between the customer contract and the vendor agreement.
  2. The third-party vendor is fully compliant with the local laws and regulations applicable to the services they are performing.
  3. All necessary legal, regulatory, and contractual compliance requirements are properly captured in the vendor agreement to avoid any downstream risks or liabilities.

This approach mitigates legal and operational risks and ensures a seamless and legally sound service delivery framework. 

In your current role as Lead Attorney for the America region, where compliance requirements can vary widely across U.S. states and other jurisdictions, how do you ensure your legal guidance remains locally compliant while upholding global consistency in standards and practices?

As a lead attorney operating in U.S. jurisdictions, it is critical to have a thorough understanding of the applicable federal, state, and local laws and industry-specific regulations. This legal insight ensures that contracts are drafted in a way that aligns with regulatory requirements, mitigates risk, and protects the interests of the company. Tailoring contracts to reflect relevant legal obligations also supports enforceability and compliance throughout the lifecycle of the agreement. 

Reflecting on your diverse legal journey, what advice would you give to young legal professionals aspiring to move into in-house roles? Which subjects or skills should they prioritize, and how can they position themselves effectively early in their careers?

Advice for Young Legal Professionals:

  1. Understand the Law and Contractual Framework:
    Develop a strong foundation in legal principles and contractual positions. Know the legal implications of various clauses and how they align with applicable laws.
  2. Understand the Business and Commercial Context:
    Go beyond legal text—grasp the company’s business model, commercial goals, and industry dynamics. Legal advice is only effective when grounded in business reality.
  3. Apply the “5Ws and How” Approach:
    Ask: What is being contracted? Why is it necessary? Where is it applicable? Who are the parties involved? When is it effective? How will it be executed? This approach helps in thorough contract analysis and effective negotiation, especially from an in-house counsel’s perspective.
  4. Collaborate with Business Teams:
    Engage with internal stakeholders to understand their objectives. Review the contract from a commercial standpoint, not just a legal one, to ensure it serves the broader business strategy.
  5. Be Agile and Prepared for Last-Minute Changes:
    Flexibility is key. Legal work often involves addressing urgent issues or last-minute gaps—adaptability ensures timely and practical solutions.
  6. Conduct Risk Analysis Based on Business Appetite:
    Assess legal and commercial risks pragmatically. Identify “must-haves” versus “nice-to-haves,” and evaluate which contractual risks are acceptable based on your company’s risk appetite.

Outside of your professional legal work, what personal interests or activities do you pursue? How have these helped you maintain mental balance, resilience, and long-term effectiveness in such a demanding field?

Outside of work, I’m a proud dog mom to two wonderful dogs whose unconditional love brings me immense joy and comfort. In my free time, I enjoy painting, traveling, and cooking—activities that allow me to express creativity, explore new cultures, and unwind.

Get in touch with Shashi Priyadarshini –

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