As an experienced indie running my own business, there are things I know I am good at, things I know I am passable at and things that I simply cannot do. And one thing I will not do is enter into an engagement without a good contract. And I cannot do contracts. So one of the first things I did when I set up Noverse was to find and engage the best lawyers I could find to take care of this for me.
I love my Contract
Before talking about the lawyers, I need to talk about why the contract is so important to my business.
Maybe there was a time when a steely gaze and a handshake was good enough to do business. But things are more complex now. We no longer live in the same village, the world is our village. We no longer have to deal with individuals, but with large groups of people called companies. And the law is no longer just the word of elders, it’s a complex and confusing morass of words.
It’s relatively easy to decide what needs to be done in an engagement, and who will do it, and who will pay what. These discussions start business deals. If all goes well, and all parties agree it went well, you could argue that a contract is not necessary. And you would be completely and utterly wrong!
I don’t really know what the legal definition is, but to me, the contract defines the relationships between and responsibilities of each party and what to do if anything goes wrong. From my side, the supplier, it defines what I will do, when I will do it, and what happens if I fail to deliver. From the client side, it defines what they will do, when they will do it, how much they will pay, when they will pay, and what happens if they do not live up to their end of the agreement.
In short, and in my opinion, a great contract is one which is easy to read, clearly describes what each party will do, defines how the business will work when all is well, and what to do when things go wrong. It’s all in the contract.
The realities of business, people, companies, software and change is that “No campaign plan survives first contact with the enemy” (Carl von Clausewitz). Maybe the supplier, me, cannot write the program needed, or the program does not work, or the program fails after a few weeks. What happens then? It’s in the contract. Maybe the client does not have the data needed, or their business needs change, or they wish to abandon the project. What happens then? Do I still get paid? It’s in the contract.
What I needed when I started my business was one of these magical contracts so that I could do my business. One that I can understand, one my clients can enjoy, one to be proud of.
Finding and engaging my Lawyers
So off to find a lawyer. Well, it’s not easy. You cannot walk into a store and compare them. You do not get a 30-day trial period. They do not come in a box with an instruction manual and a features comparison chart. And Yellow Pages ads are useless.
The best way to find a good lawyer is to use your network of business associates and friends to find people who use similar lawyers and gain their insights. If the same name starts popping up with positive reviews, then you’re on the right track. I found my tax guy that way, and he’s brilliant. Talk to other people who provide you services and get their recommendations. My tax guy recommended my lawyers.
The next step is to interview them. In my case, it was over the phone. You are going to get into a long term business relationship with your lawyers, it’s worth everybody’s time to have a good first discussion. What I really wanted out of this were answers to only two questions: can you write me a great contract (i.e. do you know what you are doing) and more importantly, can I trust you?
As to the first question, a good lawyer will explain the basics of contract law and relate some of the unique issues relating to software and consulting engagements (my kind of needs). They will patiently answer your questions. You may not understand all they say, I did not, but even a layperson can get a feel for bullshit vs brains, whether they are making a sales pitch or genuinely understanding the issues. My lawyer opened my eyes, question one answered.
The second one is important, the trust issue. Your lawyers are going to know all your business secrets, your client base, your payment schedules as well as your personal secrets, your strengths and weaknesses. You have to be able to comfortably share with them all these things and be confident that they will not breach that trust. Yes, I know all about the client confidentiality stuff based on TV law shows, but I think it’s important to trust them as people too. Another reason for the trust is that they are going to advise you and in some cases represent you and argue on your behalf (and boy do I need that). You need to trust that they will have your best interests at heart, both in advising you what is best to do and what is best not to do, and in representing you when needed. My lawyers did that.
Based on that first conversation, I realized that my lawyers knew exactly what I needed, both in terms of the contract, but also in terms of running my business and other related topics. Their other clients are like me, indies, creatives, software folks. This is what they do, and the passion for doing it right came across. And they took the time to talk with me, and it was a long talk.
So I engaged them. Over the phone and email. Most lawyers ask for payment up front, a retainer, and I sent it. I like that they were up-front about the cost, and about what services would be provided. I would worry if my lawyer ever told me they would do the work and bill me later, I’d fear that sticker shock. The retainer sets bounds, and the agreement that came with it was clear and understandable. Just great.
I love my Lawyers
So why do I love my lawyers?
Firstly, they made a great contract. I can read it and understand it. My clients have no problems doing the same and signing it. And the contract itself protects me and my clients properly and fairly. I can do business with it without fear.
Secondly, they give good advice, and they don’t let me make mistakes. I did a deal recently where, had I gone with the deal as originally presented, not so good for me. It was a good engagement, but the agreement was not so fair and balanced. My lawyers advised me on how to negotiate to fix and balance the agreement, and explained to me why these innocuous clauses in the original were bad for me. I even pushed back, I wanted the deal, and was prepared to unknowingly compromize my business. My lawyers did not allow that. They stood up and protected me, both from the bad deal and from myself.
And thirdly, there was a lawyer to lawyer discussion that needed to be held on another deal. A negotiation of sorts. One which I am completely unskilled at handling. I trusted them to do it and to do it right, for both me and the client. And they did it.
They write good contracts, they give good advice and they protect me. That’s what every indie business needs and that’s what I got. But I got a whole bunch more. They looked outside my direct needs and pointed out issues and areas that I needed to take care of that I did not know about. It’s that extra mile that they do not need to walk that puts them over the top.
One needs good lawyers to do business, lawyers you can communicate with, lawyers you can trust, lawyers who create the best agreements for you and lawyers who will back you up and go into battle for you when needed. If you don’t have them, find them and engage them today.
And all through this, I had not yet met my lawyers. Even though their offices are in walking distance, communication was always by phone or email. In fact, when I finally did meet them for the first time face-to-face, I did not recognize them, then I gave my lawyers hugs. It would be the understatement of the decade to say they were surprised, what kind of madman hugs their lawyers, but then they hugged me back.
In my case, my lawyers also happen to be amazingly nice people. FTW.