Benjamin,
I long ago learned the power of "just saying no" in contract negotiations. The vast majority of stuff I cross out, with only a cursory explanation of why (no need to write paragraphs) is accepted with no objection whatsoever. I'm not shy about crossing out lots of things, either. It's often standard boilerplate whose purpose was long forgotten, or stuff some lazy lawyer put in either so they could use the same contract for everything or to avoid having to question the client as to what protections they really needed. If there's an actual reason for it that applies to your situation, you'll hear about it once you say "no," and can go from there.
And, while I'm not a lawyer, it's hard to imagine any need to justify or explain rates in the contract itself. The contract need only say "the rate is $x" -- not explain where it came from. The client, and you, legitimately care about what you're getting paid. Where that number came from is mostly just story-telling.
I have occasionally antagonized purchasing types, and once or twice even lawyers, with a hardline "no" on stuff that's not acceptable. But that's remarkably rare, and the actual client I will be working with hardly ever cares, or is on my side, or often, is even embarrassed at what's in their boilerplate. I stress to them that I'm very open to things that protect their legitimate actual interests, assuming they can articulate those, just not to irrelevant, inappropriate or overreaching canned language. Only very rarely have I lost opportunities with this approach.
I do agree with Michael that what's in the contract matters. I won't sign stuff I don't understand or don't intend to abide by. And I seldom consult my own lawyer on these things -- if their side can't explain it to my satisfaction, or they just say "it's standard, don't worry about it", I just say "no". Only if they have a need and rationale that makes sense but you're still uneasy, or if you see stuff unlike anything you've ever had your lawyer review before, do you need to incur your own legal bills.
All of this presumes that the client actually wants to hire you. If you're being asked to sign boilerplate just for the opportunity to talk to them or to bid, you're not in a very powerful position and have to think carefully about how hard a line to take. In that case, a quick phone call asking about the intent or importance of the problem clauses may be a good idea, after which you can decide how badly you want to pursue it. But I'd still not sign anything I didn't intend to abide by.
Regards,
Dave
-------------------------------------------
David Lyon
Aurora Market Modeling, LLC
-------------------------------------------
Original Message:
Sent: 08-29-2014 21:04
From: Michael Anderson
Subject: Consulting Contract Question
As an acting corporate CEO, I have modified, analyzed and written numerous contracts.
First of all, you cannot ignore ANYTHING in a contract. Once it's in writing and you sign it, you are locked in. If I were you, I would red line out the rate paragraph and replace it with "rates are based on analyst's credentials and experience, as well as requirements of the project," or some such.
-------------------------------------------
Michael J. Anderson
-------------------------------------------