The Negotiator Magazine

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Oftentimes, when negotiators are forced to borrow and pay interest on every minute they spend on preparing for negotiation, they find themselves at a disadvantage and have to play catch-up as the process moves along. This happens when people are stretched thin both at the corporate and the small company level. The difference, however, is that for the small firm the stakes are often far higher than for the large one. For the small company, the talks may be the most decisive hours in its history and the future of the entire firm may hang in the balance. It is here when preparation proves decisive.

It sounds as though you are at a point in which you must confront fundamental issues to move forward with this contract. Since the corporate representative is the drafter of the potential contract and "does not know what [you] do," he can hardly be expected to address those matters that you are concerned with in the new agreement.

Your team, therefore, must take on the job of identifying, evaluating and prioritizing your position on each of the issues touched by the future contract. You must have clear goals as well as a clear understanding of what parts of your business model must be preserved and which might be modified and to what extent and at what cost. Lastly, and importantly, you need to know your BATNA (best alternative to this agreement). You need to know what it is and why it is so. In other words, your team's job is to decide what can be bargained and what can not in order to ensure your future success.

For me, fulfilling that need has to be the top priority in this negotiation. To do it, I would suggest a full week-end with your key people and perhaps a board member, consultant or outside figure such as your attorney to help to facilitate the process. During your sessions away from the office and sans phones, pagers and other distractions, the preparation will be accomplished. You have to have clear goals to succeed at negotiating.

On the negotiation process itself, I hope only parts of the second draft are unacceptable. If that is true, you might wish to consider a sign-off procedure to help to clarify the outstanding issues and the resolved issues. For example, if the parties agree, you might begin by identifying acceptable parts of the current draft immediately and have both parties sign off on them (with a caveat that nothing is cast in stone until the final agreement is signed) so that clear progress is noted and there is a sense of a team working effectively together. Next, you might wish to propose that each of you identify the outstanding points at issue, prepare to present key points and suggestions (including rationale) and even cautiously offer to assist in suggesting some verbiage for some of the items if it would be helpful.

Good luck,

John Baker

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March 2006