Charitable Giving

Corrections or additions?

This article by Barbara Fox was prepared for the June 20, 2001 edition of U.S. 1

Newspaper. All rights reserved.

Speeding Contracts Through `Legal’

When the sales team sells a software contract but the

programmers don’t go to work until six or nine months later, who is

to blame? Fingers often point to nit-picking lawyers.

If a contract is delayed, it damages customer relations, postpones

revenue, and frustrates the commissioned sales people.

But one lawyer, Kurt Anderson, says that even though most


contracts need to be tailor made for each client, their negotiation

does not have to drag on for months and months. "There is a high

level of frustration when sales people have negotiated the business

terms of the deal it gets bogged down when they turn it over to the

lawyers or contract managers."

Anderson, who is with Giordano, Halleran & Ciesla, presents a


seminar, "Why Do IT Sales/Business Development Consultants Fail,

and What to do About It?" on Wednesday, June 27, at 8 a.m. at

the Palmer Inn. Cost: $119. Call 609-844-9880.

Anderson has found nine ways to speed-up the sales cycle:

1. Understand what you are selling and what you are not

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.

2. Assess the risks . Identify what risks your company

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."

3. Allocate the risk management . Restrict the decision

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

to permit a "termination for convenience" and who will


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


4. Develop template agreements . When you use your template

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


5. Train salespeople on fundamental legal issues and


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

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

6. Train the legal team on sales issues: what they need

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

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


noting that Great Divide between sales people and legal people.


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

an integrated process here."

7. Get the legal team involved in preliminary service

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


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

8. Keep sales team involved in contracting process. The

sales people know the idiosyncrasies and priorities of the clients,

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


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


things from this project?"

9. Do periodic sales process audits. Ask "did we get

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."

Anderson grew up in Irvington, New York, the son of medical

physicist who did implant dosimetry at Sloan Kettering. He went to

Colgate, Class of 1985, and Rutgers/Camden Law School, and he


in Monmouth County. His clients have been various software companies,

including Comvault (in Oceanport), People3 (a Gartner Group affiliate

that does HR consulting in software), Vertec Corp. (a


services provider in Murray Hill), and Synchronous Technologies (an

application service provider for telecoms in Bethlehem, Pennsylvania).

"It’s hard enough for a salesperson to get a foot in the door,

and when you have a chance to take your shot, you need ammo,"

says Anderson. "And it needs to be standard. I have seen different

service level commitments sold for the same product. Then you have

to tell your service folks that the response time varies from four

hours to 36 hours. How do you manage a department like that?"

— Barbara Fox

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Charitable Giving

Jasna Polana, the estate of someone quite wealthy, would

seem an appropriate location to hold a charitable giving seminar.

And sure enough, Catholic Charities thought the


would be an ideal spot for its "Financial Survival Strategies"

workshop set for Thursday, June 28, at 8 a.m. Those who attend can

ogle the grand staircase and enjoy breakfast in the sumptuous


while they hear pitches for such opportunities as "charitable

remainder trusts" and "guaranteed income and planned


Among the speakers will be Michael Goodman of J.H. Cohn, LLP

on Lenox Drive; Richard Simkus of Simkus and Ventura, a division

of CapTrust Financial Advisors on Main Street in Lawrenceville; and

George Reilly of MetLife Financial Services of the Carnegie

Center. For reservations call Catholic Charities, Diocese of Trenton,

at 609-394-5181, ext. 153.

The 88-year-old behavioral health care and social service agency


care to more than 100,000 people each year,offering services for


and sexually abused children, the elderly, battered women, people

who are homeless or hungry, girls and women experiencing crisis


the seriously mentally ill, people struggling with addictions to


and other drugs, people suffering with AIDS or HIV infection, children

in need of a family or home, and families, couples, and individuals

in need of counseling.

"Our goal is to heighten the awareness of opportunities that are

designed to maximize one’s charitable contribution and offer a sense

of personal security simultaneously," says Reilly, financial


representative at MetLife Financial Services and board member of


Charities. "Today’s investors can benefit greatly when they have

the tools needed to make informed decisions about charitable giving.

Many are pleasantly surprised to see the personal benefits that

charitable giving can offer."

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