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Three reasons to educate the other side’s negotiators what to ask for in the contract

“If the other side doesn’t know what to ask for, it’s not my job to educate them.” That’s one reason a contract drafter might not want to use a short-form contract that references a “standard” form book, or to use a fill-in-the-blank form such as a PRECUT baseline contract form: the other side could see what other options were available, which would give them a good idea of what they might want to demand for in negotiations. But consider these points:

• Your notion that you’re the one with superior knowledge might be wishful thinking. The other side could bring in an expert who knows exactly what changes to demand. You might be better off setting the tone with a demonstrably-reasonable contract, and then standing on principle to reject unreasonable change requests.

• Suppose you’re right, and the other side doesn’t really know what they’re doing. Chances are you’ll get them to signature faster — and you’ll be laying a foundation for a trusting re­la­tion­ship — if the draft you’re proposing seems fair and balanced.

• It can be dangerous to have a clueless contract reviewer on the other side. The reviewer might make un­rea­son­able demands, but being clueless, s/he won’t know that, and can’t be convinced otherwise. That could drive the negotiation right into the ditch.

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