Vendor management: How to negotiate contracts

23.12.2008

In my experience, this is a perfect example of . It is as simple as taking the time to ask for something better. I would start by asking that the clause be deleted as unnecessary. The law provides for a statute of limitations and your lawyer should argue that it is not needed. Even if they say no to that, they always agree to something more than the printed language. Even if you agree to three years instead of one, you have come out better off.

Is this significant? I can't know that without a crystal ball. I would have to know if a situation will ever arise where you would need or want extra time to file a lawsuit or make a claim.

The point is that you often don't know whether what you do when you negotiate a contract will matter. When you are negotiating, you are often just dealing with possibilities. Sometimes you have to wait until the contract plays itself out to know whether it mattered.

I don't think that the question, "is it significant" is the right question to ask. Yet, that is the one people ask. It is as if by some magic the form becomes the starting point of what is significant and fair. Don't let the vendor's form take on magical properties. Their form is nothing more than their idea of what a one-sided deal should look like. I can assure you that if I ignored the vendor's form and created a pro-customer contract from scratch, it would be completely different from the vendors.

My pro-customer contract wouldn't even mention statute of limitations and if it did, I would say five years instead of one. Usually, I would be happy to live with the law's typical four-or five-year period. Look at how different the whole dynamic of the negotiation changes if it is my form and the vendor is now "asking" that we reduce it to one year.