Read the small print!

One of the best pieces of advice my father gave me was “always read the small print!”. As a negotiator he was always on top of the details, and he was insistent that this rule was always followed whenever a contract was due to be signed.

I’ve never been more grateful for that advice than recently when a new (important) client sent me their 25-page legal ‘cover all’ legal contract of business, and I did indeed read the small print.

Most of it was completely benign, and frankly not even related the work I was about to embark on for the company. It was a general contract dictating the terms of business they wanted every supplier to sign up to. It really did cover every eventuality, and of course, as it was prepared by their legal department, it was very biased to their organisation.

Hidden away on page 18 was a paragraph stating that any documents or content I sent to their organisation for use during my presentation would become their IPR in perpetuity. As my business relies on protecting my IPR this was completely unacceptable to me. If handed over the IPR of the content of any documents I produce for workshops (slides, presentations, workbooks or handouts) to the organisations I work for, then I would have no business left within 6 months.

I messaged my contact in the organisation and said I couldn’t sign the contract, and explained that the paragraph in question was unacceptable. I suggested they simply delete it, or alter the wording.

The first response was “No-one has ever complained about it before. I’m sure there is nothing to worry about, can’t you just sign it?”

I explained the fact that no-one had even raised the issue before would not be helpful in a court of law, and that no, I couldn’t sign it.

The contact said she would check with her boss and get back to me. The response was again not very reassuring: “It’s not about us using your IPR, it’s just so we can distribute it for the workshop”. So, I suggested that they re-word the document to reflect the IPR would be temporarily theirs for distribution purposes only, and that it would not be ‘in perpetuity”, but end the day after the workshop. She said that seemed fair and would check with legal and get back to me.

The response was again rather disappointing. The legal dept would have to consider and get back about re-wording their document, with no guarantees, and it would take a minimum of 8 weeks (the workshop was 6 days away), so if I couldn’t just sign the current one, with a verbal assurance from my contact that nothing bad would happen to my IPR, then we couldn’t work together.

I had a dilemma. It felt a bit like David v Goliath. Was it really worth it? I hate turning away business, and it would be a great organisation to have on my client list. Saying no could be really damaging, BUT saying yes and allowing my IPR to be unprotected was potentially even more damaging. So, I stuck to my guns, and said I could not sign that contract, but I did still want to work with them, and asked was there really nothing else we could do?

With a bit of brain storming around the technical issues, we managed to come up with a work around. They really wanted my expertise, and I really wanted to work with the team, so we made it work. I was able to sign their contract, but sent no documents at all to their organisation, so I kept complete control of all the content. An unusual approach but it worked.

So, what are the negotiation take-aways from this: