Clients /Before/ Agreements: Was: Re: Website Maintenance Agreements

Howdy, all! ;-)

Contracts are necessary evils - fact.  Contracts will differ and should 
differ from business to business - fact.  This is not a one-size-fits-all 
gig - fact.

Since we have all talked about contracts to death (check the archives for 
proof of that) I thought I would take a different angle based on "ajit's" 
concerns and get things back on track - how to run a Web business - so pull 
up a chair and read on .....  ;-)

At 08:43 AM 07/08/2000 +0530, ajit was curious and pondered:
><snip>
>Someone mentioned about an MOU which covers pre-contract activities. This is
>very interesting as I have usually experienced this anxiety (I am sure most
>of you have too) about finally netting the client while discussing or rather
>counselling him before we sign the contract.

This whole gig is rather touchy and difficult - no matter how or when or 
what legal agreements you use or do not use.  Many of the issues being 
discussed here have a lot to do with the level of savvy that your clients 
have in regards to getting into agreements, running a business (which is 
what a Web site is after all) or working in professional relationships.  I 
have never used a MOU as I limit what, where and how much time I spend 
before my contract is signed and the deposit is forked over.  You should be 
in control of this process - not the potential client.

There are potential clients, and we all have run into them, that have no 
business getting a Web site.  They do not have the first thing in place for 
a business at all, a poor idea, whine about costs, or based on initial 
conversations you can tell they will try to dominate the relationship to 
the point of making you ineffective.  At this point run, fast and as far 
away as possible!  ;-)  After being beat up for over 4 years by these 
types, I began targeting another level of client 18 months ago.  Ones who 
appreciate my level of seriousness and professionalism as well as my style 
of mentoring and coaching that goes along with the Web production 
process.  Ones who I will mostly likely ever need my contract to fall back 
on.

You cannot be everything to everyone - give up trying - sooner rather than 
later.  In the beginning, we all try that route and have had to live with 
the mistakes - sometimes for years.  I guess what I am saying is you are in 
control of how you will run your business and whom you will attract to do 
business with.  Which will limit your legal liabilities down the road.

>Sometimes I have to make a
>decision about what ideas not to discuss with him for fear of giving him my
>ideas and then losing them alongwith the client in the event he chooses some
>other agency.

Don't worry about other agencies too much.  Be yourself. ;-)  Know your 
strengths.  A big part of being successful in this business is being 
confident in your knowledge and level of experience -  and being /brutally 
realistic/ with yourself about what exactly that is.  You can sell your 
expertise without giving anything away that can be used with another 
agency.  And, if client does not respect the time you have spent and takes 
those ideas elsewhere - well, consider yourself better off.  Who would want 
to work with that type of client anyway?

>How can we tackle this issue ? Would a Non Disclosure
>Agreement (NDA) be appropriate ?

You don't want to be handing out NDAs just to talk to folks.  Nor do I sign 
NDAs just because someone "thinks" they are the next IPO at the initial 
meeting.  This is an area that has to be judged on a case by case, client 
by client basis.  Before the contract is signed, give clients the time they 
need to feel comfortable with your style and how you operate your 
company.  Some get more time than others.  After all, isn't business all 
about people and relationships?  I know who I will be able to work with as 
well as those I can make successful.  I also can tell in the first phone 
call, or if they walk in without an appointment, in the first 5 minutes if 
they are they "type" of person I can work with based on how they 
communicate with me, the demands they make, the questions they ask.  So 
many of the down the road problems legally can be alleviated in your 
pre-sell/interview process.  The problems most of us have to deal with are 
due to incorrect perceptions that need to be addressed from the onset that 
are not.

I have been there done that in trying to attract just about anyone who 
wanted (notice I didn't say needed) a web site - and that backfired.   We 
all have/had to when starting out.  Now, folks go to my site, they know I 
am serious about the reality of what is needed, they know I will expect 
them to work as hard as I do and that I expect to get paid on time.  And I 
know that some folks do not contact me because of this.  Fine. I make a 
point of clearly explaining what is involved - realistically - in our first 
meeting so they know without a doubt what they are getting in to.  To sugar 
coat this gig or make it sound easy or inexpensive only cuts into my 
profitability later.   I wrote my article doo-doo-in-a-baggie.com after a 
meeting with a potential client that thought I made it "sound like too much 
work".   <http://www.theistudio.com/doodooinabaggie.html>.

Some of you may be thinking that the attitude I have is because I have been 
doing this longer and have that luxury and that you don't.  And partially 
that is true.  But I really /do/ regret not positioning myself this way 
sooner to avoid some of the problem child accounts that I just knew my gut 
was telling me were trouble - and I signed them anyway.  That is when you 
really need a contract most.

I was recently relieved of one that after doing the betasite graphics and 
layout - and not getting any response to email or phone calls - for months 
-  was advised that I wasn't doing MY job because I didn't write the 
content for the site!  I wasn't given a lick of anything, catalog, 
verbiage  - nada to do this even if I wanted to.  My contract didn't say I 
would, I didn't say I would - so my contract allowed me to very 
professionally close their account and consider the "issue" closed and be 
protected in doing so.  This is an example of a client that I knew was not 
ready to do their due diligence on this project - I /knew/ it.  My gut was 
going off big time on this one - and I signed anyway.  Bad, bad 
Judi!  Thank goodness for my contract.  I'd rather eat mac-n-cheese for a 
month than take on clients such as these so that I can have filet mignon.  ;-)

By running an ethical business, that is based in the reality of my skills, 
expertise and experience - and not selling myself as something I am not, 
your legal agreements will be there to protect you and your business when 
you need it from the knuckleheads of this world.

Work with a good attorney who knows YOU personally and YOUR business 
intimately - anything generic just will not be effective when YOU need it.

HTH!
/j

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