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Announcement: The Common Draft contract clauses and worksheets are posted (in draft); I plan eventually to turn the clauses and commentary into a book. If you’d like to be notified of significant developments, please subscribe to updates at right. See also my first e‑book, Signing a Business Contract? A Quick Final Checklist for Greater Peace of Mind.

Cut negotiation time with a balanced contract

In a prior life, I was vice president and general counsel of a medium-sized, publicly-traded software company. Whenever a customer asked us to agree to a change in our standard contract form, we treated it as a marketing opportunity.

Our thinking was this: Customer A thinks its life will be better if we can make this commitment. It’s willing to give us money if we do. Hmm — maybe we can tailor our business processes so that we can make this commitment, not just for this customer, but for others too. That might give us yet another point of differentiation for our products.

In many cases we changed our standard form, so that in the future, our basic offering would already include what Customer A had found it necessary to ask for.

This approach paid big dividends: As our contract form thus evolved, it began to get rave reviews from customers’ lawyers. My sense was that this really sped up our sales-negotiation cycle.

I made notes of customers’ favorable comments. I finally got smart and quoted the comments (anonymously) on a cover page of the contract form. This also turned out to be a good move, because it helped us “sell” customers’ legal people on the idea of using our contract form. Here are a few of the comments:

When I first looked through this, I wondered ‘did someone already negotiate this for us?’ It’s a pretty nifty document you’ve got there; I liked it very much.

I told our business people that if your software is as good as your contract, we’re getting a great product.

I giggled when I saw the ‘movie reviews’ on your cover sheet. I’d never seen that before — customers saying this was the greatest contract they’d ever seen. But the comments turned out to be true.

This is a great document. I told my boss I want to give your contract to all of our software vendors and tell them it’s our standard contract, but I know we can’t do that.

This is a great contract. Most contracts might as well be written in Greek, but our business guys thought this one was very readable.

I have to tell you this is by far the best agreement I’ve ever seen (and I’ve seen a lot of them!) If only all of my negotiations were so nice.

Needless to say, our sales people were not unhappy about getting to signature faster.

The above information is not confidential, by the way: With my CEO’s permission, I talked about our approach in continuing-legal-education seminars, and even included a copy of our standard contract form in the written materials.

You might wonder whether we ever experienced legal problems from having a customer-friendly contract form. I’ll note only that my CEO let me talk about our approach in public, and that we were eventually acquired by one of the world’s largest software companies in a successful “exit.”

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