Assistant General Counsel, Contracts

At Valley Bank, we believe in people's growth potential. We invest in it. We protect it. We focus it. For nearly 100 years, we've been the Bank that clients from every industry turn to for our expertise, strategies, and advice--building the kind of trust that can fuel every goal. We are the leading relationship bank built for growth--with over $60 billion in assets, 3,800 experts, and more than 200 consumer branches and commercial banking offices in communities across the US.

At Valley, we're all driven by an ambition that goes deeper than just having a job. That's why when you work for us, we make it our goal to help you focus on what drives you--working to turn your passions and strengths into assets you can use to propel your ambitions and build the professional legacy you want. Because when we say we're a relationship bank built for growth, that's not just reserved for our clients--that includes all our associates as well.

The Assistant General Counsel, Contracts will serve as a strategic legal advisor partnering closely with Procurement, Information Technology, Information Security, Privacy, and other critical business stakeholders. This role will lead the drafting, review, negotiation, and ongoing management of a wide range of technology and commercial agreements--particularly SaaS agreements, software licenses, consulting services agreements, professional services agreements, data agreements, and related technology transactions and commercial agreements. The ideal candidate is a practical, business-oriented attorney with strong judgment, excellent contract skills, and the ability to balance risk with speed in a fast-paced environment.

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Responsibilities Include But Are Not Limited To

• Contract Drafting, Negotiation & Advisory
• Draft, review, negotiate, and advise on a broad range of technology and commercial contracts, including:
• SaaS / Cloud Services Agreements (subscription models, service terms, SLAs, support, renewals).
• Software Licenses.
• Consulting & Professional Services Agreements (SOWs, change orders, milestone-based deliverables).
• Data Agreements (data sharing, data use restrictions, data processing terms, analytics, model training restrictions where applicable).
• Vendor/Partner Agreements involving integrations, APIs, implementation, and managed services.
• Provide pragmatic counsel on contract structure and key negotiation points, including scope, pricing, indemnities, limitations of liability, warranties, IP ownership, confidentiality, security obligations, and termination rights.
• Translate legal concepts into clear, actionable guidance for business partners and help drive deals to closure efficiently.
• Risk Management & Compliance Collaboration
• Partner with Privacy and Information Security teams to evaluate and negotiate contractual provisions regarding:
• Data protection and privacy requirements (e.g., handling of personal and sensitive data).
• Security controls, incident notification, audit rights, and vendor governance.
• Subprocessors/subcontractors, cross-border considerations, and data retention/destruction.
• Support third-party risk management processes by ensuring contracts align with internal policies and controls.
• Identify recurring legal risks and recommend playbooks, fallback positions, and process improvements.
• Process Improvement & Cross-Functional Enablement
• Develop and maintain contract templates, clause libraries, playbooks, and training materials for stakeholders.
• Drive improvements in contracting workflows, including partnership with procurement and CLM tools.
• Provide internal training for business clients on key contract terms, negotiation strategy, and risk awareness.
• Stakeholder Management & Leadership
• Serve as the primary legal point of contact for assigned business units and build trusted relationships with leaders and cross-functional teams.
• Manage outside counsel as needed for specialized matters, including cost control and quality oversight.
  

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Required Skills

• Business judgment & pragmatism: balances legal risk with operational needs and deal momentum.
• Negotiation strength: confidently negotiates complex deals with internal and external stakeholders.
• Ownership & responsiveness: drives matters to closure with excellent follow-through and prioritization.
• Collaboration: strong cross-functional partner; solution-oriented and approachable.
• Analytical rigor: identifies key issues quickly; escalates appropriately; proposes options.
  
  

Required Experience

• Juris Doctor (JD) from an accredited law school and active bar membership in at least one U.S. jurisdiction (in good standing).
• 5--10 years of relevant legal experience with substantial focus on technology transactions and commercial contracting, gained in-house and/or at a law firm.
• Strong command of market contract positions and negotiation strategy on:
• Indemnification (IP, data/security, third-party claims).
• Limitation of liability (caps, carve-outs, exclusions).
• SLAs/service credits, uptime commitments, and remedies.
• IP rights and ownership of deliverables and custom developments.
• Security requirements, audit rights, and incident response obligations.
• Term/renewal, termination assistance, and transition services.
• Excellent writing, issue-spotting, and communication skills with the ability to influence stakeholders.
  

Preferred Experience

• Prior experience in a regulated industry (financial services, healthcare, insurance, energy, etc.).
• Familiarity with privacy/security frameworks and contractual controls (e.g., vendor security exhibits, SOC reports, audit standards).
• Experience supporting procurement and vendor governance programs, including third-party risk management concepts.
• Comfort with technology and product concepts (APIs, integrations, hosting models, data flows, AI/ML provisions, etc.).
• Experience implementing or optimizing CLM systems, templates, or contracting playbooks.