Just One More Contract Thing — Columbo Jazz Mix
I think we’re really close. It’s more clarifications than changes.
The dates are settled. The price is settled. We’ve even found a better word for something neither of us liked. The copies have caught up with the corrections.
Please, sit down. This shouldn’t take long.
Coffee?
Just a little. Thank you.
Now. Where were we?
You had a question about the warranty.
Yes. I seem to have lost my place.
Here. Let me show you.
The other lawyer turns the agreement around so we can both read it. A fingertip comes to rest beside the paragraph. It’s a good explanation. He has given it before, though perhaps not quite this slowly.
I see how you got there.
Good.
We’ll come back to it.
—
We’ve handled this the same way for years, he says. He names two customers. One leads to someone we both know, who has moved to Chicago. Someone else ought to retire but apparently won’t.
You know him too?
Oh, yes.
Well.
A small adjustment to the payment schedule, a little room on the delivery date. We can do that if you can do this. Yes, that works. Put it in.
The pen moves. A page slips over.
—
My superiors want the loose ends tied up. You know how they can be.
We do, we do.
They’ll wave a whole agreement through and then call you about a word on page eleven.
Which word?
It varies.
We move a sentence, strike a phrase, put back half the phrase. Better with it? Better without? Read it once more.
Yes. There.
The damage cap?
I was coming to that.
—
A number, another number, a reason the first won’t do. Suppose we make an exception here. Suppose we don’t. Suppose we take those two provisions together—
He has a suggestion.
The pen pauses while he makes it. There’s a way to handle this without disturbing the rest of the agreement. Back to the first page, forward to the fourth. If we pick up the language here, we can leave that other paragraph alone.
Oh, that’s nice.
It’s fairly straightforward.
Once you see it, yes.
He draws a small arrow in the margin.
We read it quietly. The damage cap is settled.
—
Thank you. That really does help.
Anything else?
Just the warranty. I know you’ve explained it.
It’s our standard provision.
I thought it might be.
We use it in all our agreements.
You must have worked through this quite a few times.
Quite a few.
Then you’re probably the person to ask.
The lawyer settles back. There is time for one more explanation.
You have to look at the transaction as a whole. There’s the price, the scope of the license, the obligations on each side. These provisions work together.
That makes sense.
We could perhaps make the language clearer.
That would help.
He finds his pen again. We try a sentence, then another. The new version is easier to read. It still has to go upstairs.
I can’t promise anything.
No, of course. If you could explain it to them.
I’ll explain it.
I appreciate that.
The conversation widens again. We have done some good work. We know whom to call. The next copy should be a clean one, except for that provision, and we’ll hear about it tomorrow.
Tomorrow, then.
The cap finds the pen. The lawyer squares the pages with two light taps against the table.
There’s a restaurant just around the corner. You’d walk right past it if you didn’t know.
Good to know.
Ask for Paul.
I’ll remember.
The chair goes under the table. The door is held open. We have begun talking about the traffic.
Just one more thing.
Certainly.
When you speak to them tomorrow, could you ask them something for me?
Of course.
If the software infringes somebody’s copyright, the claim comes to us.
Under the provision as written, yes.
We can’t see the source code.
That’s right.
And we can’t change it.
No.
Bear with me. I’m just trying to understand this.
The lawyer waits.
What is it you’d like us to do about a problem only you can see?
An AI-assisted remix of my 2005 article “Seven Quick Negotiating Tips from Columbo.” The negotiation and its voices are constructed.
[Originally posted on DennisKennedy.Blog (https://www.denniskennedy.com/blog/)]
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