Negotiating a business deal? Nine things you must remember
Morgan PR is delighted to be hosting a guest blog from talented lawyer Dr Maria Anassutzi that explores nine important things to remember and do before you sign on the dotted line when negotiating a contract.
The founder and director of Anassutzi & Co limited Maria is a seasoned multi-jurisdictional lawyer with vast experience in general corporate commercial law, specialising in intellectual property, information technology, e-commerce and outsourcing and having extensive in-house legal experience and having worked in City firms such as DLA and Osborne Clarke and at Vodafone Group.
So, nine things:
- Sign a Confidentiality Agreement: if you will be disclosing or sharing with others ideas, concepts or anything else that you consider valuable.
- Speak with your lawyer: Your lawyer is on your side and it will save you a lot of trouble and money, if you consult him/her at the beginning of a deal, rather than at the end.
- Read the contract: Whether it is standard terms and conditions, a letter agreement, heads of terms or anything else, make sure you know what it says, what it means and question and change anything not relevant to your business and the particular deal. Ensure that you know whether you do business on your or on your supplier/customer terms. You will be surprised, but this is not always straight forward.
- Ensure that you not only have up-to-date and current terms of business: but also that these apply to your contracts (as opposed to those of your customers/suppliers). Again speak with your lawyer.
- Allow enough time to make any necessary changes to the terms/contract: Negotiations must be in parallel (and not an afterthought) with the discussion of other commercial terms, such as price, time of delivery, responsibilities if something goes wrong. Remember, a lot of the legal requirements will very often have an impact on price. For example, if you want to own rather than to licence a software developed for you, then you will very often have to pay a higher price.
- Understand and properly allocate risk: when your lawyer is fighting for you and negotiating on your behalf a limitation of liability clause, this is what he/she does. Be aware and consider all risks. There will be instances when you will not be able to change certain provisions in the contract. However, by speaking and consulting with your lawyer, make sure you are fully aware of the potential risks and implications, if things go wrong. Then, you will be able to take the right decision for that matter.
- Ensure that risks accepted are covered by appropriate insurance (where possible): and that any conditions imposed by your suppliers or customers do not invalidate your insurance.
- Make sure that: before you use a contract you successfully used in a previous deal, you read through and ensure it still applies to the proposed deal.
- Regularly review your standard terms and conditions: to ensure they are in line with your business and any legal changes; and, do not be afraid to pick-up the phone and speak with your lawyer! He/She is there to help you!