Conversion Complete

The switch to WordPress is complete. You can find me here: http://www.licensinghandbook.com

Thanks for visiting!

~Jeff

Switching to WordPress

Sorry for the lack of a post this week. I'm trying to swtich to WordPress... more work than I imagined.

Five Fundamental Skills for Effective Negotiation

About a year ago, I was honored to participate in research that revealed the five fundamental skills for effective negotiation. These five skills, none of which are really negotiation skills, but rather foundational building blocks upon which negotiation abilities are built, are not rocket science. In fact, the five fundamentals are really no-brainers - concepts that when you hear about them you slap yourself in the forehead and go, "of course. Duh."

But these five fundamentals are also clearly lacking in many negotiator's repertoires, as I've been thinking more about the question of the difference between good negotiators and not-so-good negotiators. So, the next five weeks are going to be devoted to the five fundamental skills - and if you'd like to get a jump on me, you can read the results of our research and purchase a manual on teaching the five skills (with a negotiation exercise included). I'd suggest the PDF version.

Next week: Fundamental Skill #1: Information Gathering

Wisconsin Lawyer Magazine Review

Hello Wisconsin!

(Sorry, I couldn't resist... I'm a fan of >That 70's Show... please forgive my indulgence.)

After publication delays and the normal ups and downs of the average legal community, Wisconsin Lawyer Magazine released its review of the Software Licensing Handbook. Check it out... not bad, in my humble opinion.

The print version of the magazine, however, does have a type with regards to the price of the book. My apologies for any confusion.

Thanks to Craig Wilson who took the time to review it - he read the whole thing cover to cover. For that alone he deserves praise, as the book was never intended for that kind of read.

PDFs [Halloween Special Guest Blog by Stephen Guth]

I have a lot of "pet peeves" when it comes to negotiating a supplier's contract-like when they don't want to make indemnification mutual or they give me a hard time about carving out infringement from the limitation of liability. What that says to me is that I'm not a valued customer and I'm dealing with someone that has either just graduated from law school or is on a low rung of the supplier's corporate ladder. But what really ticks me off, what really sends me into orbit, what really makes me want to go ballistic on a supplier is when a supplier sends me their contract in PDF format. Mind you, I absolutely love Adobe. I think they make some of the best nearly-bug-free software products out there. So, it's not that I don't like Adobe-it's the fact that I've gotten a contract in an unchangeable format.

I mean, aren't contracts intended to be negotiated? Sure, I clench my jaw when I have to click-through online license agreements, and I smile and suck it up when it comes to shrink-wrap agreements. But that's OK, because that's what I've bargained for. When it comes to a semi-COTS software package, especially one that is pricey, I want to negotiate the *(&^%@# contract. Otherwise, if I can't negotiate it, it's just another adhesion contract and I have enough of those in my personal life, like when I park my car and "assume all risk." I'm still OK with that, but I'm not parking a car here, I'm buying an expensive piece of software (or whatever)!

When a supplier sends me that PDF contract, they're impliedly saying a number of things I really find offensive. "We don't want you to redline the contract." "We don't trust you to redline our contract." "We want to make redlining so painful for you, that we want you to write the redlines in the form of an amendment to our PDF contract." At the same time, the supplier wants to be my newest best bud and take me out for lunch. Stand in line, supplier, there are other suppliers out there that want to take me to lunch AND use MY contract template.

So what do I do when I get a supplier contract in PDF format? Well, the first thing I do is send them my contract template-again, because I probably already sent it and the supplier is now engaging me in a dizzying battle of the forms. If I have no leverage because the supplier has hypnotized my customer and I'm forced to use their contract template, I give them an earful about how unprofessional it is to send a PDF contract and I scream bloody murder for them to send me their template in a Word format. Or better yet, use my contract template. If they still give me a hard time, and sometimes they do, I whip out one of my trusty PDF crackers and bust their PDF into a Word document so I can hack at it. If you don't have one of those crackers, they're worth every penny.

So suppliers, wake up and get real, save the PDF format for the final version of the contract and treat your customers like we keep you in business. You might even be able to reduce your own costs (and mine, right?) by not having to buy so many Adobe Acrobat licenses.

Here's the irony that makes everything all better for me: I just love sending my comments back to a supplier in a PDF format.

[Stephen R. Guth, Esq., CCCM, C.P.M., CTPE is the executive director of NRECA's Vendor Management Office. He can be reached via e-mail at
stephen.guth@nreca.coop.]

Negotiation skill

Yesterday was the Business of Software 2007 Software Idol competition in San Jose. The topic of my 11 minute talk was the Five Fundamental Skills for Effective Negotiation - a result of research done last year. I didn't win the prize (a Nintendo Wii), but I did end up having some great conversations with many of the world's leading thinkers with respects to technology. Bill Buxton, head of Microsoft Research, asked me two very simple, yet often ignored questions about negotiation and negotiators.

First, he wanted to know whether a skilled negotiator (or sales person) could identify someone not so skilled simply on the basis of an initial conversation. The easy answer is "yes, they can." If you are party to a negotiation and are not a skilled negotiator when the other side is, they will know it.

The logical followup second question then is whether two skilled negotiators create better deals. The answer, generally speaking, is also yes. I know that if I'm talking with another trained negotiator, we're going to complete the deal much faster and more efficiently. Part of it is the negotiation skills and part of it is the contract/license experience to know where there are real issues versus red herrings.

For example, governing law is not a real issue. The parties either agree on their respective home states or New York. Once in awhile it's Delaware. It's a non-issue and can derail an unskilled negotiator/contract professional who is unable to move to the more important contract components.

So... the moral of the story is that if you're a less-experienced negotiator, please go educate yourself. Books, training classes (and of course, real experience) will all help you to become better. Then add in the licensing component to understand what is really important as opposed to what only appears important.

At Caucus IT Summit 2008

Sorry for the lack of a post this week. I'm at the Caucus IT Summit 2008 in Orlando. If you're there, too, come find me to talk shop.