Vendor management: How to negotiate contracts

23.12.2008

I recommend that you start by assuming that the form contract you are seeing was written by a skilled lawyer whose marching orders were to write a contract that gives you as little protection as possible. Then, imagine that the deal goes badly. Finally, assume that if you are forced to sue under the contract that you will lose because the other side was well represented and you were not. How much would you lose? How bad would this scenario damage you? If the damage is more than what is an acceptable loss to you, then you need a lawyer on your side too.

A problem in doing this cost-benefit analysis is that you may not know everything that you need to know to make these judgments. In that case, I suggest consulting with a lawyer to help you with your cost-benefit analysis.

Some Red Flags-Damage Limitations

One of the things you should always focus on is damage limitations. Be leery of clauses like, "Vendor's liability for any loss, damage or expense of any kind, resulting from the products or services, negligence, or any other cause whatsoever, regardless of the form of action, whether in tort or in contract, shall be limited to the selling price of the products or services." Variations on this type of clause may limit you to six months of service charges or some predetermined, and usually low, dollar figure.

Reduced to its essence, . So, you pay them lots of money to redo your office network, the system functions poorly, you lose lots of money and you get-a refund. It is not fair, but if you sign a contract with a damage limitation, you may have to live with it.