Contract Clauses to Beware Of

We small guys and gals don't have the luxury of having a legal department. Sometimes it's even too expensive to have counsel on retainer (aside: hopefully we have some attorneys join this network to help us... Invite your attorney to join today!). Given that, we're left to our own devices to wade through the huge contracts large corporations ask us to sign.

Do yourself and your business a favor: READ THE FINE PRINT! As procurement and legal groups at big companies seek to add value, one way to do so is through the contract. This value is delivered at YOUR EXPENSE.

Two of my favorite hostile clauses I've come across recently:

- Vendor (me) gives Customer worldwide unrestricted license free rights to any and all content delivered by Vendor. These rights include reproduction, redistribution, and having other third parties use such content as Customer in its sole discretion deems appropriate. Such content shall be considered work made for hire and shall become the intellectual property of Customer with no further financial obligation to Vendor. (Translation: we're going to take your intellectual property and use it however we want and not pay you a thing for it). Ummmm no.

- Vendor (me again) shall give Customer "most favored customer status" whereby Vendor shall provide pricing to Customer equal to or better than Vendor's lowest price offered to Vendor's other clients. (Translation: we're going to ride the coattails of another company's procurement group who beat you up on pricing irrespective of how much or little business we've given you in the past). Once again... Ummmm no.

I asked both clauses be stricken. They were.

What are the least friendly clauses you've come across in your contract negotiations? Share and help the rest of us know what to look out for.

- Mike Figliuolo at thoughtLEADERS, LLC