I love pretty much every part of my job. I like working with my co-workers. I like solving people’s problems. I like helping my clients grow and succeed. The only thing I don’t like is Contract Negotiation!

(please note this isn’t in response to any specific or recent contract – this is general feelings from the last 5+ years)

The simple reason is that it is the only time, in the entire relationships with a client, when we aren’t on the same team. At every other point in the relationship we are sitting with our heads together, working hard to help solve the client’s problems and help them grow. It’s a very fulfilling partnership. It’s how Spark::red is different from a basic hosting vendor, and it’s why Spark::red has never lost an ATG client to another hosting provider.

However, during the contract and MSA negotiation phase, the client and I aren’t sitting together, we’re sitting on opposite sides of the table. The person I’ve been dealing with (and will likely be the person I continue dealing with on a day to day basis for years to come) is now flanked by the corporate attorney(s). Lawyers aren’t bad people, but corporate lawyers tend to be very aggressive and very one-sided. They want their company to get it’s cake, eat it too, and not have to pay a dime for it. And to be able to sue you 10 years later, if they ever decide the cake wasn’t good enough. I get it though, they’re being paid to represent the company’s interests. Unfortunately, they often do this in the most short-sighted and adversarial fashion.

I have a few pet peeves here. First is people who have been so indoctrinated by the bizarre discounting situation in enterprise software and services, that they don’t understanding paying list price. Yes I understand that you talked IBM into an 85% discount (and trust me you aren’t the only one), however I thought we’d just save ourselves a month of haggling, and I’d offer you a fair price that is competitive with the market and is an excellent value for you and your company. But some people would prefer I double the price, and then waste a month negotiating it back down to where it would have been initially. It’s an odd mindset, made possible by the very odd world of enterprise pricing and discounting.

An extension of this, is the contract and MSA term negotiation. Here’s the deal: the longer it takes to negotiate acceptable terms in the contract and MSA, the further behind your project is, the more time you and I have both wasted, the more money we have both spent on lawyers, and the time we’ve spent as adversaries, not partners.

As such, I’ve worked hard at making our contracts and MSAs extremely fair and balanced. If more than one client asks for something that we can give, we add it to our standard contract/MSA so we can save time with the next client. Our SLA penalties are an order of magnitude or two better than our competitors. Our indemnifications are very generous. Many of our terms apply to both us and our client. Generally, if it’s not in there, it’s because we cannot or will not do it (either cannot legally or will not because it would be either amazingly unfair and/or would not make any business sense). I.e. I cannot insure your company against EVERYTHING. I will not give a 50% discount. I cannot ignore legal subpoenas. I will not allow you to break a 3 year contract with zero penalties anytime you want, it defeats the purpose of the 3 year contract and negates the exchange value of the discount I’m giving you. Etc…

Sometimes I feel like I should add a couple totally one-sided and unfair clauses, just so the client’s attorneys can push back, I can capitulate, and everyone can feel like they’ve done a good job and we can just sign the thing and move forward. But that’s crazy. Right?

The silliest part of the whole thing is that after it’s all signed, we really become close partners with our clients. We aren’t going to be negligent, or malicious, or price gouge them, or take their site offline, or break our SLA, or do ANYTHING other than take care of our client, make them happy, and help them grow and succeed. That’s what we do. Doing anything else would be suicide for us. We’re a small company in a small niche. Reputation is everything and everyone knows everyone else.

It may be a necessary evil, and its worth it to get to the other side, but being in opposition to a client is my least favorite part of the job.