Home -> Law Blog Directory -> Legal Research Blogs -> The BIALL Blog

Legal Research

: The BIALL Blog

Negotiation of contracts - planning for the unknown with boilerplate clauses and other tips

Ten days to the BIALL Conference I hear you cry, how about another post to tempt you into attending a parallel session? this time the BIALL Blogger asks Fiona Fogden about her session and the move from a law firm to an accountancy firm.

BB - First up, why should BIALL members attend your session?

FF - This is about managing risk, and maximising choices. It is also about applying practical solutions to lessons learned from recent changes in the provision of information such as the disaggregation of news content. If you are involved in negotiation of online subscriptions in any way then you should attend. I know I?ve done a lot of negotiation courses and writing, but this session is different! I?ve pulled the subject matter together from the questions that most often crop up after the other presentations and sessions that I?ve done, so the session has in effect been decided by what other librarians are most keen to learn.

BB - For the uninitiated, what's a "boilerplate clause" and a "take-down" clause? The last one sounds particularly nasty!

FF - A boilerplate is a metal plate that is welded or riveted over a gap, join or breach. The same word has then traditionally been applied in the legal sector to stock clauses which you can consider including in a contract. Boilerplate clauses have the same function as the metal plate in that you use the materials (or in this case clauses) that you need to construct the document you want. To help differentiate them and to allow lawyers (and us!) to refer to them, boilerplate clauses are given names. A take-down clause is the name given to the clause that means that if any or specified content is removed (or taken down) from the site then the subscriber is entitled to compensation. In my session I will be covering why you might want to use each clause and what situations they are best used in.

BB - Why are negotiations important, shouldn't we just accept whatever deal suppliers offer us?

FF - Firstly I?d like to point out that negotiation of online subscriptions is about price and terms. If you don?t negotiate then you may end up with a product that cannot be used in the way you want to due to limiting dissemination clauses and if it is too expensive you may not subscribe at all, so it is bad for subscriber and for the supplier. I tend to find that suppliers like communication about what your needs and preferences are, without that communication (aka negotiation) then you will either get what you are given or will not get something at all which isn?t a very good position to be in. Negotiation allows for sustainable, honest relationships with their suppliers. Negotiations should not be aggressive, intimidating or unreasonable. In simple numbers, negotiating a contract for 8% for one location down to 5% and two locations: if the base cost was £100,000 means that instead of £108,000 for one location, it will be £52,500 per location. Negotiations are also about selling your results internally, not just with the suppliers, hence the interesting use of the numbers in this example. A lot of the deals that I am getting at the moment are less than we paid time round, suppliers are being understanding about the economic climate, but often only if you ask.

BB - How important is it for Law Librarians to develop good relationships with their suppliers?

FF - For your professional reputation, enjoyment of your role and general sanity, good relationships are essential. I refer above to ?sustainable? relationships, just one aspect of this might be that if your priority in one year is low cost and you have to have deep cuts to keep a service, then you have to be understanding that next year there may be pay-back. A good relationship with your supplier and understanding what is on the horizon will enable you to communicate implications internally, and show you are professional, insightful and well organised. At the very least a good relationship with a supplier means a box of chocolates or mints which you can share with your team members, which at a time when there are nil salary increases and no bonuses ? is a very delightful thing to have!

BB - Negotiation skills can be applied pretty much anywhere, how much difference is there negotiating with a supplier over the cost of a product and a staff member over their employment contract?

FF - I can more readily apply this to outside the workplace where you might find yourself asking the person providing you with a carpet if they can?t move on the price then would they include free underlay. Negotiating is ubiquitous, it is with us. If you don?t ask you don?t get and if you do ask and are told no, then at least (you hope!) you?ve been given the reasons why which you can then pass onto others. However I must say that I do find it far easier negotiating for someone else rather than myself. If you are going down the salary negotiation route then, just like with negotiation of a contract, preparation is the key and research, benchmarking things like salary and leave levels, evidence of your performance, and just as with a supplier ? understanding the constraints of the employer, are very important.

BB - Finally, a while ago y ou moved to Baker Tilly from Baker & McKenzie, is there much difference in the service you provide at Baker Tilly or do you really notice the differences in a different sector?

FF - By the time I do my talk at BIALL I will have been at Baker Tilly two years, time has flown! My team provide a research, library and an intranet content management service. The latter is a new role to me although I was involved with the intranet in a smaller way at Baker & McKenzie. The major difference is dealing with the fact that now I look after the information needs of 29 offices rather than just one. This means that many of our customers are located quite some distance away. Lerwick in the Shetland Islands is perhaps the most extreme example of this. A lot of the suppliers I deal with are the same and it is a partnership so a fair bit of my job is no different than before. I?ve had interesting projects such as office moves, small mergers and managing staff remotely. Some projects are just the same as they would have been at Baker & McKenzie such as a new library management system and looking at subscription agents. Instead of Practice Areas we have the main Faculties of Restructuring & Recovery, Corporate Finance, Tax, Audit & Accounting. Instead of PSLs we have Technical Directors who might write the procedure manuals and act in a helpdesk capacity, especially on the audit side. The types of enquiries that come in are far more varied which does mean a need for more resources, and of course more negotiation...

...many thanks to Fiona for answering these questions it certainly sounds like it will be an interesting session.

Full post as published by The BIALL Blog on June 01, 2010 (boomark / email).