If you listened to deal teams in 2025, you’d hear a familiar refrain: contracts are slowing everything down. Too much governance. Too many controls. Too much legal caution layered onto deals that just need to close.
That story feels right. It’s also wrong.
What actually slowed deals in 2025 wasn’t legal rigor. It was uncertainty. And the deals that closed fastest weren’t the simplest contracts. They were the ones that made trust visible early.
What Really Caused Deal Friction In 2025
AI, data use, and regulatory ambiguity changed the baseline assumptions of commercial contracting. Risk felt harder to evaluate, harder to price, and harder to explain to business stakeholders.
When parties couldn’t tell what the other side was actually doing with data, models, or automated decision-making, negotiations dragged. Questions multiplied. Escalations became inevitable. Everyone defaulted to delay, not because the contract was long, but because the risk signals arrived too late.
In other words, deals didn’t slow because contracts asked for too much. They slowed because no one knew who to trust until the eleventh hour.
The Counterintuitive Pattern Lawyers Started Noticing
Across many 2025 negotiations, a clear pattern emerged: contracts with clearer governance language tended to close faster and escalate less, even when they were longer or more detailed.
That sounds backwards if you equate speed with simplicity. But speed isn’t about page count. It’s about legibility.
When contracts clearly spelled out how AI systems could be used, what guardrails applied, when reviews were triggered, and how issues would be handled, parties stopped arguing in the abstract. They could see the shape of the risk.
Clarity reduced imagination-driven fear. And fear is what slows deals.
Why Blanket Prohibitions Backfired
One instinct that showed up early in 2025 was the use of blanket prohibitions. No AI use. No automated decision-making. No training on customer data. No exceptions.
Those clauses felt safe at first. They were easy to draft and easy to explain. They also tended to unravel under scrutiny.
Blanket prohibitions invite edge cases. They raise questions they don’t answer. And once business teams realize the prohibition conflicts with how the product actually works, renegotiation becomes unavoidable.
The result isn’t speed. It’s churn.
Broad bans delayed deals not because they were strict, but because they were brittle. They couldn’t accommodate reality without reopening the entire conversation.
Conditional Obligations Quietly Accelerated Deals
What worked better in 2025 wasn’t less governance. It was more conditional governance.
Contracts that moved quickly tended to replace blanket restrictions with conditional permissions. Instead of saying “never,” they said “unless.” Instead of prohibiting entire categories of behavior, they defined thresholds, triggers, and escalation paths.
If AI was used in certain ways, additional obligations applied. If models changed materially, notice was required. If automated decisions crossed defined boundaries, review mechanisms kicked in.
These provisions weren’t lighter. They were more precise.
And precision reduced friction. When parties understood when obligations applied, they stopped arguing about whether they should exist at all.
Trust Architecture Beats Trust Theater
A lot of contracts still rely on what might be called trust theater: broad assurances, aspirational principles, and generalized promises of responsibility.
Those statements don’t build trust. They postpone it.
The deals that closed faster in 2025 relied on trust architecture instead. They embedded concrete signals into the contract: governance processes, audit hooks, documentation expectations, and clear accountability pathways.
Rather than asking counterparties to believe, these contracts showed them where to look.
That difference mattered. When trust was observable early, negotiations focused on alignment instead of suspicion.
What This Means For Lawyers In Practice
The lesson from 2025 isn’t that contracts should be simpler. It’s that they should be clearer sooner.
Governance language placed at the end of an agreement tends to arrive too late to reduce friction. By then, risk perceptions are already set. Putting clarity upfront allows business, legal, and technical teams to align before negotiations calcify.
Lawyers who frame governance as a delay mechanism miss its real function. Done well, governance is a deal accelerator because it collapses uncertainty early.
Patterns like these appeared consistently across commercial agreements negotiated in 2025 and are explored in more detail in a recent “Contract Trust Report” examining how trust signals affect deal velocity.
The Real Takeaway
In 2025, the fastest deals weren’t the lightest on governance. They were the clearest about it.
Contracts didn’t slow business down. Unclear trust signals did.
Olga V. Mack is the CEO of TermScout, where she builds legal systems that make contracts faster to understand, easier to operate, and more trustworthy in real business conditions. Her work focuses on how legal rules allocate power, manage risk, and shape decisions under uncertainty. A serial CEO and former General Counsel, Olga previously led a legal technology company through acquisition by LexisNexis. She teaches at Berkeley Law and is a Fellow at CodeX, the Stanford Center for Legal Informatics. She has authored several books on legal innovation and technology, delivered six TEDx talks, and her insights regularly appear in Forbes, Bloomberg Law, VentureBeat, TechCrunch, and Above the Law. Her work treats law as essential infrastructure, designed for how organizations actually operate.
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