Contracts Negotiation
IT Contracts
James River’s experience and expertise in IT business negotiations include all types of technology deals —Sales, Procurement, Licenses, Development, Network Access, Managed Services, Support, Marketing, Channel Sales, Provider Subcontracting and Consortiums— leading to transactional and other IT business agreements such as the following:
- Inbound and Outbound Software Licenses • Click Wrap Software Licenses
- Electronic On Demand Service Subscription Agreements Including Service Level Agreements (SLAs)
- Enterprise License Program Agreements
- Technology Escrow Agreements
- Software as a Service (SaaS) User Agreements
- SaaS Development Platform Agreements and SaaS Marketing and Provisioning Platform Agreement
- Software Development and System Integration Project Agreements
- Master Ordering Agreements for IT Services and Task Order
- Information Technology Outsourcing (ITO) Agreements
- Software Value Added Reseller (VAR) Agreement
- Joint Marketing and Strategic Alliance Agreements Between IT Product and Services Providers
- Web Hosting and Cloud Computing Services Agreements
- Collocation, Managed Services and ASP Agreement
- Network Services Agreements
- Remote Infrastructure Management Services (RIMS) Agreements
- Application, System and Network Maintenance and Support Agreements
Business Services Contracts
James River's methodologies for conducting general business-to-business services negotiations effectively and consistently lead to successfully finalizing deals for services in a wide range of professions, practice areas and industries – Accounting and Auditing, Management Consulting, Legal and Litigation Support, Professional Services, Employment and Independent Contractor, Human Resources, Marketing and Joint Venture, Channel Sales and Distribution, Outsourcing, Multi-sourcing, Staff Augmentation, Training and User Support, and all other operations areas—and the formation and execution of corresponding services contracts such as the following:
- Commoditized Service Sales Agreements
- Long Term, Complex Service Provision Agreements
- Business Process Outsourcing (BPO) Agreements
- Professional Employer Organization (PEO) and Human Resources Outsourcing (HRO) Agreements
- Legal Process Outsourcing (LPO) and Legal Services Agreements
- Document Management Agreements
- Customer Relationship Management (CRM) Agreements
- Governance, Regulation and Compliance (GRC), and Security Consulting Agreements
- Analyst Research and Advisory Agreements
- Executive Coaching and Expert Personal Services Agreements
- Marketing Consulting Agreements
- Supply Chain Management (SCM) and Supplier Relationship Management (SRM) Agreements
- Professional Project Management (PPM) Consulting Agreements
James River's Outsourcing Contracts
Negotiation Dynamics Cube
Getting Real Contracts Done Quickly and Inexpensively
Contracts that come from a CD of stock legal provisions, or from Legal Zoom, or from the Web sites of other companies, are not really contracts at all. They can’t be because they do not describe why the parties are talking to each other, what the parties want from a business opportunity, or how they will take advantage of the opportunity. Why then do companies purchase contracts on Legal Zoom or screen scrape them off the Internet? It’s not because they think the contracts a particularly good, but because they don’t have the competency to do contracts any other way and don’t want to incur out of pocket costs to get contracts.
James River offers companies inexpensive, practical services for negotiating contracts that actually serve your business interests. We offer fixed price services for leading the negotiation process from initial discussions to final contract. We also provide fixed per page pricing for pre-negotiation contract review services that empower clients to negotiate themselves.
Providing Negotiation Services Using Our Advanced Methodologies
Our Five Contracting Risk Analysis Spectrums (5CRAS), one of our negotiation methodologies, is an easy to understand, practical and inexpensive way for companies of all sizes to break down services transactions into the 5 components that have the most impact on risk.
James River's 5 Contract Risk Spectrums
For example, what are current and predicted future market conditions and how will they affect relative bargaining power between negotiating parties over the life of the contract? (Component #4. Market). If future conditions will be more favorable to one party, that party can reduce its risk by delaying setting terms until a later date, such as through an annual renewal clause, increasing risk for the other party. Will consulting services include responsibility for the success of an end product reaching the customer’s customer, or will the services be expressly limited to advising on the process by which the end product is produced (Component #5, Impact)? Advising on bears much less risk for the provider, but likewise is of lesser value to the customer and should be priced accordingly.
James River's Intelligent & Collaborative
Negotiation (ICN) Approach
Following Principles of Intelligent and Collaborative Negotiation
James River's negotiation approach follows a couple simple negotiation principles that make up our Intelligent and Collaborative Negotiation (ICN) which are the following:
Negotiation Principle #1:
Deals Make Contracts But Contracts Do Not Make Deals.
Business people put deals together. But business people would rather avoid contract negotiation. Contracts are viewed as purely legal documents and the cause of mistrust and animosity in business relationships. So contract negotiations are given over to lawyers or negotiation is avoided all together by using boilerplate agreements. But lawyers are often disconnected from the business deal and they tend to become mired in arguments about legal wording. Either way, the resulting contract fails to capture the value presented in the business opportunity and describe how the parties will work together to realize business value. Contracts are driven by deal making, not the other way around.
Negotiation Principle #2:
Good Negotiation is Knowing What You Want and Finding Out What the Other Side Wants.
Most negotiators on either side of the negotiation table have attended negotiation seminars or read books on negotiation, so using "parlor tricks" like anchor prices doesn't work anymore. Successful contract negotiation—success being defined as mutually arriving at a set of terms that capture business value without creating mistrust—is a process of understanding the business opportunity under consideration, what the companies' business interests in the opportunity really are, what risks the the opportunity really presents, and how this information becomes a negotiated agreement.
Negotiation Principle #3:
Negotiations Are Won and Lost Before the Parties Sit Down.
Negotiation success is more effectively determined before the parties come together at the negotiation table, and not through any kind of cleverness or theatrics at the table (see Principle #2). The keys to successful negotiations are Planning and Frameworks. Planning means understanding the purposes for the transaction, identifying critical terms, formulating positions on terms and articulating the reasons behind them, identifying risks including their probability and treatment, and creating scenarios for making value trades among terms with the other party. Frameworks are a formal process for the negotiation of terms that is used as a tool in planning and at the negotiation table, both unilaterally and with the buy in of the other party.
Negotiation Principle #4:
Less Negotiation Can Be More.
Refusing to negotiate is not the same thing as employing good faith strategies to shape negotiations. Negotiation strategy is important to controlling transaction costs, introducing negotiation competency into business dealings, managing bargaining power, and expediting negotiations. For example, global outsourcing has produced a number of strategies to negotiate long term, complex services arrangements, despite the unknowns and changes inherent in outsourcing. Negotiation strategizing includes using sourcing processes, standard contracts and the contracts life cycle (see Principle #5).
Negotiation Principle #5:
Negotiation Is Reaching Resolve and Confronting the Unresolvable.
The contract law scholar Ian MacNeil called contract negotiation the process of “presentiation”—negotiating what the parties will do in the future as if they are doing it today. Parties engage in presentiation when they attempt to negotiate contracts that are completely and absolutely definitive of a transaction and that attempt to address every possible future outcome. Presentiation is a major reason why negotiations become argumentative and come to a stand still. It may leads to parties knowingly leaving contract language vague and other bad contracting practices. Structuring contracts, utilizing decision making mechanisms and relying on non-contractual forms of governance are modern contracting techniques used to respond to the classic boundaries of contracts.
Negotiation Principle #6:
Believe in Contracts as Both a Legal and Management Resource.
In modern business, parties often negotiate contracts with the mindset that the terms will never actually be enforced, either because doing so would jeopardize the larger business relationship or anger executive management or prove to expensive to take to arbitration or court. Parties also include language describing adherence to benchmarks, industry certifications, financial reporting, etc., without an intention to follow up, again because of expense and upsetting the relationship. When one or both parties negotiate contracts thinking that the terms are without consequence, contracts lose their power as a management resource.