Contracting

Negotiating Partner and Vendor Agreements

Vendors literally make their business out of continuously negotiating their customer agreements. They often have teams of lawyers, salespeople, and other professionals whose sole job is to do so. For most companies, however, negotiating a vendor or partner agreement is viewed as a "one-off" engagement. This perspective can create sizable ongoing costs, both in terms of actual expenses and investment in resources. After working as both in-house and outside counsel for numerous technology companies, Merrick knows the ins and outs of their contracting practices. If you have a significant vendor contract coming up for renewal - or just think it may be time to renegotiate - we can help. 

Negotiating Customer Contracts

Small-but-growing companies usually do not have a lawyer or contract professional to help negotiate customer agreements. The job often falls to the CEO, head of sales, or other senior leader, which can create problems: first, the bottleneck of contracts waiting to be finalized by someone without dedicated responsibility for them; second, the conflict between a customer-focused executive (whose job it is to keep those customers happy) and the role of a dealmaker (whose job it is to negotiate the best terms for the company). Merrick specializes in this balance, with deep experience and tailored skills in shaping agreements. By taking on the work of negotiating your terms and agreements, he can help your senior leaders do what they're meant to do: run your business effectively and get new customers in the door. 

If you are a larger organization, you may often find that you need a senior lawyer to negotiate a deal, but may not have the time or bandwidth to train them on your specialized contracts and practices.  Merrick has a breadth of experience in all types of transactions, both on behalf of and with the largest technology companies in the world: multi-million dollar SaaS, licensing, hardware, outsourcing and implementation deals.  He can step right in and begin negotiating your deal on Day 1.

Developing or Improving Your Master Agreement

Whether you have a Subscription model or an On-Prem solution, whether you're selling or licensing hardware, software, services or other products, you will need a strong Master Agreement.  This Agreement will serve to memorialize your fundamental business principles and risk profile; it contains terms and conditions that address key concerns. If drafted properly, it will be a clear and straightforward document that your customers will understand. This will minimize negotiation time and costs, reduce the sometimes confrontational nature of negotiations, and save your time and resources for where they're most needed: sales.

Often, contracts are "over-drafted" with the goal of winning the legal side of a negotiation; in reality,  a contract needs to balance legal considerations with an understanding of your specific business model. It may be that a Fortune 20 company can dictate terms that a start-up cannot; the corresponding contract needs to recognize these kinds of dynamics.  Merrick has served as outside and in-house counsel for both customers and vendors in a wide variety of negotiations, and can help shape a Master Agreement that is tailored to your needs and concerns.