You may have already seen Go Big Always – 10 Fantastic ways to f*ck it up as an example of communications practices to avoid. Or maybe you missed it. Read this.
Were you paying attention when Chris Brogan gave 100 Personal Branding Tactics Using Social Media?
Do you promote your blog to offline audiences? Maybe you should?
More as I dig out from a week away.
NYSIA Legal Forum Summary – Live Blogging
Guest: Mark Grossman – Attorney and “TechLaw” Columnist
The industry should be embarrased – contracts are horrible, not so much one-sided as incompetently drawn, fail to address basic questions. VERY often, the contract delivered is not the deal the parties wanted to do. Most business litigation is honest business people, honestly disagreeing about their items that are unclear.
You have to be on the same page – legal review helps you – lack of attention to details will bite you later – it is a safety net. But sometimes people agree to agree later.
Sellers are in the best position to put out the first draft for a deal. Good form documents are helpful for you to close and seal a deal.
Assumption: assume that no one at the table will be involved after the parties sign, the doc stands on its own, and its well written and could be understood by people not familiar with the details. Who do you write for- the judge, the (high school and college educated) jury, who? – Work with assumption that everyone who negotiated will not be there but have the same skill set – and they could read the document and understand it.
Mark now shows 6 basic questions for a software dev contract – responsibilities, procedures for feedback, corrections and changes; procedures for final acceptance; price and when it’s paid; who owns the copyright and ip rights; remedies for delay or failure.
Who’s responsible for: text, graphics, look and feel, layout. Is it defined?
Licensing – who licences 3rd party software? Who does due dilligence on underlying licenses now?
What’s the procedure for change orders? – must create procedures for collaboration
Changes require approval of both parties, needs to deal with timelines, mechanisms for adjusting price, do not get sloppy with procedure – creates litigation.
Procedure for final acceptance – including functions, speed, and response time. Have to think about failed tests – procedures, time for fixing, etc. What happens if parties never agree it works.
What’s the price for the work when it is paid? – flat fees – more work up front to clearly delinate the scope.
Is it based on time? What’s hourly rate? Time to completion? Require regular updates on time to date.
When is payment due? Dates vs milestones.
Who owns the copyrights and other IP rights in a website?
buyer – “I paid for it – how come I don’t own it?” vs developer – “losing rights to my own programming library.”
Work made for hire – unless agreement says the buyer owns it, the seller owns it.
If doing outsourced work, even if venue for law is New York, always check with foreign lawyer.
Remedies for delay or failure – careful balance needed. If customer doesn’t provide what’s needed on time, like logos, graphics, etc. developer can’t deliver on time.
Whose law should apply? NY can be a compromise state.
Magic language- time is of the essence – – Courts don’t like to enforce time limits, but putting this in can make court put higher priority on timeline. (Shouldn’t be acceptable to a seller).
Where and how to battle – Lawsuit, arbitration, attorney fees to the victor?
Norms on limitation of liability – no matter what we do and how bad it is, we owe you little, and you owe us first born.
Limits on liability – from seller – it’s a price issue, its an industry standard, we’ve never done it any other way, we can’t be possibly responsibile for all the harm our software would do if it failed. You have to have backups in place.
Buyer’s perspective – full amount of contract or more, exclude 3rd party property damage and bodily injury, exclude liability for infringement of IP, exclude NDA liability, reciprocal.
In general, great presentation, very informative, I learned a lot.
My understanding of “Sales” has been much more clearly honed since I became a consultant. By definition you’re always selling yourself, as well as your services or products. This is critical, and sometimes difficult to remember.
I was reminded of this today when coaching a client who is also a consultant. He has made an agreement to do introductions for a company who will then actually sell and implement the work. He’s responsible for the initial contact and for high-level maintenance on the accounts. (Some might even call this “business development.”) My client was uncomfortable, since he is going to start calling old work acquaintances to ask for 15 minutes of their time to start the process. When we explored his discomfort, he realized that he has some negative association with sales. He also wanted to make sure that he wasn’t compromising his own integrity by selling services to people who don’t need them.
He was having challenges in “opening” and also worries about “closing” the sales.
After talking it through, we concluded that :
A) The people he was calling are the right people to buy this service;
B) The service is better and more efficient than what they’re using now;
C) He will be bringing significant value to his old contacts by showing them what his new partners have, and finally:
D) He can generate even stronger and more positive relationships from making these people happy.
So, it’s worth opening the discussions. And, the way his deal is set up, his partners have to ‘close.’
Wow. My client is helping his old friends meet some new friends, who have a better product that will save the old friends time and even money. That’s a lot different than ‘selling them.’ There’s a clear benefit on both sides, and he’s not compromising his integrity.
Selling is often a tough part of any new business venture. Not everyone is comfortable with all steps of a sales process. But it is clearly part of every Entrepreneur’s skill requirement set. Even if a startup hires someone to sell, the ultimate responsibility to get money in the door is with the founder(s). So, maybe it is time to reconsider what “sales” means to you. If you’ve got something that will make people’s lives easier, or their work easier or faster or cheaper, maybe NOT selling it to them is wrong thing.