Tag Archives: Contract negotiation

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Resurrecting a Contract After You Reach an Impasse

Negotiating business contracts is as much an art as it is a science.  It requires thinking strategically, figuratively putting yourself into the shoes of the other party, and even keeping your human emotions in check.  But what happens when you hit a brick wall with the other side and the deal goes sideways?  Here are a few suggestions for getting your deal back on track when you reach an impasse:

  1. Ask questions instead of drawing hard lines. If you reach an impasse on any issue, ask lots of questions. It’s amazing how much you learn when you ask questions.  Think about this from a personal perspective:  How often have you assumed that your partner/ spouse/ friend undoubtedly was thinking one thing when…..much to your surprise you find….. they were thinking something completely different?   . . If the other side says “No” or “We don’t agree”, always ask them why.  Questions such as “Why is this a problem?”, “Would you give me an example of your concern?” and the like often have the effect of bringing to the forefront,  the frequently under discussed concerns of the other side
  2. Consider your style.  Some negotiators have success with the ‘just folks’ act asking the other party to explain everything, by mentioning how they graduated with an English major, or can barely add numbers above three figures.  Be cautious however, this type of act can be transparent.  My advice is to be yourself during negotiations. If you’re not a forceful personality, don’t pretend to be so.  If you need to take your time responding to a question, take that time.  Negotiating means obtaining information about the other side’s wants and concerns. And voicing your needs and concerns. Every one of us has our own unique style of eliciting this information and negotiating a deal with the other side.
  3. Change it up. If you have been negotiating over the phone, consider meeting via video conference or in person.  If you have been meeting in a conference room setting, consider meeting over lunch, or taking a walk outside while you talk.  Changing the venue, especially moving to neutral territory, can often completely shift the dynamics of the negotiation, and break up the log jam.
  4. Don’t take ‘best and final’ at face value. If you have the time, and can hold out, it is often strategic to reject even what the other side calls their ‘best and final offer’—if this were truly the case, they would not still be at the negotiation table.
  5. Consider walking away. Letting a deal go is never easy, especially if your job is to negotiate contracts on behalf of your company.  You might be under pressure to meet sales goals, have other departments relying on you getting the deal done, or be under specific orders from supervisors or company owners to ink the deal.  However, sometimes walking away can be the most strategic thing you do.  A break in the negotiations can often be the best thing to happen to both parties.  Many a contract has died and come back after a break, change in personnel or shift in management direction with either party.  It is also important to keep in mind that ultimately if a potential vendor, supplier or customer cannot deliver the goods and services at the right price, or is unreasonable during negotiations, perhaps the contract with this particular company is not worth the time, money, and hassles.

If you have questions about negotiating agreements for your business, attorney Leslie S. Marell can help.  Leslie has more than 25 years of experience as in-house counsel and as a legal adviser working with businesses, business people, and business contracts, in the technology, manufacturing, software, and medical device industries.  She understands the real-world practicalities of what it takes to draft, review, and negotiate corporate contracts, and has presented her dynamic seminars to Fortune 500 companies and small to mid-sized businesses across the country.  Leslie specializes in helping contract analysts, project managers, and department leaders work better with their own internal legal departments and outside counsel.  To learn more about Leslie’s seminars, or get expert advice on contracting matters, contact Leslie at (310) 372-8663, or visit her online.

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Contract Negotiation Tips from a Professional Negotiator

Whether you have been negotiating contracts for years, or this is your first go around, it is helpful from time to time to go back to the basics.  As a professional negotiator and trainer, here are a few of my basic contract negotiation tips:

  1. Prioritize what is most important to you. Not all parts of the contract are equally important, so one of the best ways to begin contract negotiations is to prioritize what is most critical to your company, and determine your bottom line.  Write these down so that you can keep your eye on the prize.
  2. Address the “what can go wrong” issues.  When lawyers discuss the “legal” clauses such as limitation of liabilities and indemnity, we’re really talking about what might go wrong and who will be responsible if it does.  Address these issues with your counterpart in a real world fashion.
    • For example, once you agree upon lead times, tell the supplier about the negative consequences to your company should they be late. Ask them how they intend to handle that potential (advance notice?) and what work around alternatives would be available, If you do an up-front real world risk assessment of the “what could go wrong issues” , you will gain the confidence of your lawyer.  Plus, your future legal reviews will be greatly expedited.
  3. Understand the other party. As is often said, knowledge is power.  Do your research on the other party.  If you can track down information on the other company’s suppliers, vendors, prior large orders, determine what their needs are, or otherwise research the backgrounds of the principals and the person you are negotiating with, it may provide a competitive advantage in negotiations.  If nothing else, you can build bridges with the other party over the difficulties in working with Russian distributors, or your shared love of the San Francisco Giants.
  4. Find some mutually agreeable points to start. With all negotiations, find common ground at the start, however small that common ground might be.  If you can frame each one of these ‘agreed upon’ points at the beginning of negotiations on other provisions, it might benefit the negotiations as a whole. Look for any excuse to say things like, “it’s great that we agree on the delivery date” or “now that we’ve got agreeable terms for the production specifications, let’s talk about price per unit.”
  5. Avoid emotions, instead focus on the facts. Successful negotiators don’t take the negotiation personally.  Instead they are motivated to ‘win’ the chess match that is a successful contract negotiation.  Many negotiators refer to their company or the other side using impersonal contract language—even during the verbal negotiations.  For example, instead of saying things like, “I think you and I can agree to a termination clause we both like,” say, “If both parties can agree to a termination clause, it will benefit everyone.”

If you have questions about negotiating agreements for your business, attorney Leslie S. Marell can help.  Leslie has more than 25 years of experience as in-house counsel and as a legal adviser working with businesses, business people, and business contracts, in the technology, manufacturing, software, and medical device industries.  She understands the real-world practicalities of what it takes to draft, review, and negotiate corporate contracts, and has presented her dynamic seminars to Fortune 500 companies and small to mid-sized businesses across the country.  Leslie specializes in helping contract analysts, project managers, and department leaders work better with their own internal legal departments and outside counsel.  To learn more about Leslie’s seminars, or get expert advice on contracting matters, contact Leslie at (310) 372-8663, or visit her online.

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Benefits of Attending a Leslie S. Marell Contracting Seminar

If you work with contracts, and are looking for a more in-depth understanding of terms and conditions, a contracting seminar with Leslie S. Marell can help you do your job better, and protect your company’s interests around the globe.  Leslie S. Marell is well-known as a highly entertaining, funny, and energetic speaker, and is ready to share the wisdom and lessons she has learned in more than 25 years of practicing contract law.

Leslie has presented her popular contracts seminars to thousands of businesspeople everywhere from startups and family businesses to Fortune 100 companies.  Leslie demystifies contracts for non-lawyers, and answers your questions in plain English, without the legalese.  If you’ve ever wondered what ‘time is of the essence’ really means, or how to avoid paying ‘consequential damages,’ without being put to sleep, this is your chance.

In addition to an entertaining and engaging presentation, Leslie gives attendees the most comprehensive manual available in the industry, with lots of templates for corporate supply agreements, vendor managed inventory, and examples of services agreements, as well as checklists and clauses, and sample responses to typical contract objections.

Leslie’s workshops give attendees:

  • Approaches to working with your in-house legal department or attorney to review contracts faster.
  • Advantages and tricks for successful contract negotiation.
  • Understanding of critical contract terms and issues, for non-lawyers.
  • Ability to maximize your company’s profit and minimize its risk.

At the end of Leslie’s seminars you will be able to read and understand your company’s contracts and your customers’ contracts, understand the finer points of contract negotiations, and close your deals faster.  This benefits your company’s bottom line, improves negotiating power, and helps minimize risk.  You’ll also be able to put the information in the seminar to use immediately in each and every agreement you draft, negotiate, or close.

If you would like to take your company’s contracting to the next level, contact Leslie S. Marell at (310) 372-8663, or visit her online, to find out how you can schedule an in-house seminar at your company.