Failed Contract Relationships: Are the Lawyers to Blame?

Abstract

Each year, IACCM conducts a study of the most frequently negotiated terms and conditions. And each year, the top places are dominated by the terms that allocate risk or imply a lack of trust – liabilities, indemnities, liquidated damages, confidentiality, IP rights. Business leaders and negotiators recognize that the negotiation agenda often acts to undermine business relationships and distracts attention from other, more constructive aspects of performance management. So this year, IACCM has for the first time established ‘the new top ten’- the terms that contracts and negotiation experts believe they should be discussing. When asked why the agenda has not changed, many executives blame the lawyers. But are they right? This article will discuss the changing world of contracts, their role in driving business outcomes and how corporate attitudes to contracting must change – often with the leadership and vision of in-house counsel.