selling. In other words, don’t give away the store. "If you sell

the intellectual property associated with consulting services, you

can’t use it again," says Anderson. Maybe you were the consultant

who had the bright idea for "one click" sales that Amazon

patented. If you helped them develop that, and your contract did not

exclude the intellectual property rights, you would not be able to

use this idea again.

Choose the licensing option, he urges, unless you are prepared to

"erase the memories" of those who work on a project. License

the rights to use software or modifications. Or ask a higher price.

is willing to take for a sales contract. A typical sticking point

is "termination for convenience," the client’s right to call

it quits. Meanwhile the consultant has made the commitment to gear

up and has lost other business opportunities. Other potential problems

involve liabilities, warranties, indemnification, and non-solicitation

clauses. "The sales people need to understand these issues. If

a client mentions termination of the contract, the salesperson will

mention a termination fee."

making to as few people as possible. Ask who will make the decision

to permit a "termination for convenience" and who will

calculate

the fee. "Quicker decisions are made with fewer people," says

Anderson.

as the starting point for a contract, you can focus your attention

on specific deal breaker issues and develop fall-back positions. Tell

your salespeople, "If someone asks for X, here is our standard

response."

business

issues that relate to what they sell. "Gone are the days when

they can be nothing but relationship massagers," he says.

to do to support the sales team and how to balance that by minimizing

risks. "Too often, the legal team doesn’t care," says

Anderson,

noting that Great Divide between sales people and legal people.

"Legal

people are trying to protect the company at all costs, but we need

an integrated process here."

proposals. Then you might have better luck when you call your attorney

with a last minute question. "Commission and revenue deadlines

greatly increase the pressure," Anderson says, "and the

asked-for

turnaround time is generally 3.5 minutes on a 200-page proposal.

sales people know the idiosyncrasies and priorities of the clients,

says Anderson, and they need to be there during negotiations for

intellectual

property rights. They can ask the question, "Will we need to

re-use

things from this project?"

the same requests over and over again and did we give on it every

time? If we did, maybe we should change our form of agreement and

not waste the time negotiating. If the standard is two times fees

and we always get negotiated down, let’s buy more insurance, change

the template, and not waste the time." Ask what deals got killed

because of issues and what can be done about it? "Too often, the

dead deal just lies there and no one looks at it again."