First the industry standard for contract negotiation is to determine if you even need a contract like this that has to be "signed" and/or negotiated.
Missing is the dollar amount of a transaction or type of transaction that using an agreement like this relates to. It's overkill for many transactions and will kill deals. Companies don't sue over small amounts of money however deals do get killed if you give customers to much to think about.
Specifically:
"We've just open-sourced a sales agreement any company can use. Though obviously you should use this at your own risk, we've had a lot of experience with what makes good and bad sales agreements."
If you leave it up to the lawyers they are going to try and wrap up every single detail without considering any of the downside risk to having a customer have to review an agreement. Many of these agreements came to being by corner cases of liability that are few and far between.
Bottom line: Make sure to consider if this is necessary in this form at all (for your company) and if there is another easier friction (edit "free") way to provide some protection. This is not a case of "it can't hurt" it can hurt getting a sale.
This contract is about half as big as the standard professional services agreement we executed with all our clients, and smaller still than the paper our clients would get us to work from.
If your lawyers are "going to try and wrap up every single detail without considering any of the downside risk," you should get better lawyers. In particular, I find transactional lawyers have a much better "deal sense" than litigators moonlighting at it. Once you've found a lawyer you can trust, you're more likely to trust his or her judgment more on what the legal risks really are.
If it's the other side's lawyers who are overlawyering the agreement, why not politely suggest to your counterpart that they, not their lawyers, should be driving the deal?
>Why not suggest that your counterparty, not their lawyers, should drive the deal?
Because here we're talking about sales, in which asking your counterparty to do things they don't already intend to do injects friction into the process, thus reducing your chance of closing the sale.
Good point and one of the reasons for using standard "forms" in many businesses. They telegraph "this is the way it's done" even to the extent by having fill in the blank sections. (Rental lease is an example of this). Once again not always appropriate but in many (not all) cases gives a customer less to think about.
First the industry standard for contract negotiation is to determine if you even need a contract like this that has to be "signed" and/or negotiated.
Missing is the dollar amount of a transaction or type of transaction that using an agreement like this relates to. It's overkill for many transactions and will kill deals. Companies don't sue over small amounts of money however deals do get killed if you give customers to much to think about.
Specifically:
"We've just open-sourced a sales agreement any company can use. Though obviously you should use this at your own risk, we've had a lot of experience with what makes good and bad sales agreements."
If you leave it up to the lawyers they are going to try and wrap up every single detail without considering any of the downside risk to having a customer have to review an agreement. Many of these agreements came to being by corner cases of liability that are few and far between.
Bottom line: Make sure to consider if this is necessary in this form at all (for your company) and if there is another easier friction (edit "free") way to provide some protection. This is not a case of "it can't hurt" it can hurt getting a sale.