Levy’s 10 Commandments of Contract Negotiation

I have developed this list of guidelines over nearly a quarter-century on the front lines of contract negotiation:
1. Negotiate yourself. In choppy seas, the captain should be on the deck. No one will do it better than you. No one has more to gain or lose. If you need a lawyer, play good guy-bad guy.
2. Thou shalt not committee. Any simple problem can be made insoluble if enough people discuss it.
3. Try to avoid corporate lawyers. It is always best to negotiate with an executive who is in a decision-making position. Lawyers are paid not to make executive decisions, but to set rules for others to follow. They see themselves as protectors, saving the executives from themselves. Yet I have found that the most successful executives break rules all the time.
4. Never respond to people chewing at your toenails. Don’t roll over just because someone says that without X, Y, or Z the project will not be approved. The company wants to do the deal, or you would not be in negotiation. Executives—not lawyers—are responsible for profits. If your invention can boost revenues, executives will shine. You’ll know when you’ve hit an immovable object.
5. Two plus two is never four. Exceptions always outnumber rules. Established exceptions have their exceptions. By the time one learns the exceptions, no one remembers the rules to which they correspond.
6. If it ain’t on the page, it ain’t on the stage. Written words live. Spoken words die. Confirm every conversation with a memorandum to eliminate any misunderstanding about who agreed to what. Save every e-mail exchange.
7. When in doubt, ask. Asking dumb questions is far easier than correcting dumb mistakes.
8. Keep it short and to the point. The length of a business contract is inversely proportional to the amount of business.
9. Do not accept standard contracts. In any so-called standard contract, boilerplate terms should be treated as variables. Not until a contract has been in force for six months will its most harmful terms be discovered. Nothing is as temporary as that which is called permanent.
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Notable Quotables
The most pleasure we get from life is sweating.
—Chester Carlson, inventor, Xerography
10. Have fun! The moment I stop enjoying a negotiation, I pick up my marbles and go home. An agreement is a form of marriage, and both parties must be compatible for it to succeed. But falling in love and reaching the altar are two different things.
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