What does an IT consultant really do?

What are some good strategies for a freelancer consultant to handle a really onerous vendor contract?

• For example, frequently, in the 11th hour, after the business pat has been negotiated, I am presented a vendor contract that is extremely one-side.  I am also frequently told, by the client manager, you have to sign our contract.   What are some strategies to either front run this issue , or to address it in the 11th hour, when you would like a more balanced contract and still maintain a win-win relationship.

• Answer:

  First, I'm not an attorney and am not offering legal advice here. I don't know why I need to say that but I see a lot of people doing it when answering legal questions, so there you go. Talk to your lawyer about this stuff even if it seems like my ideas are good. ;) Now my answers... I've dealt with this in the past in my own freelancing and have taken a few separate approaches. The first approach (and what I believe to be the best) is to ask for the contract early on in the negotiations as part of your preliminary assessment of the project. You don't have an excuse now - you know that this could happen, so ask for any contracts, even if provisional, at the outset so you have time to review and agree to terms. If they can write up such a contract to begin with, they can provide a proviso contract for you to get your head around. Also, if they don't want to do this, reconsider continuing the relationship with that company. For a company not to be willing to work with me on a contract terms is an indicator that I probably won't want to do much business with that company... The second approach is to simply ask that the contract be re-written to your preference. There's a risk with this - you may be put in a tough spot where you either buckle to save the opportunity/job, sacrificing your interests, or you might have to sacrifice the job &/or client in order to keep your interests. Neither are pleasant. Be nice about your approach, and appeal to the empathy of your contact at the company. They'll understand your need to protect your self-interests if you are able to frame them in a way that they can relate to. This approach generally works quite well for me. The third approach can be combined with the second & fourth, if needed: delay. Try to delay signing & returning the paperwork until no longer avoidable. Not the best tactic as it can annoy your contact, but it can buy you time, and might even keep you from having to sign an unfavorable contract. It's not advised, but sometimes you have to make rent and it seems like an easier choice to buckle versus sacrifice. Delaying buckling is a perfectly acceptable tactic. Just be judicious & careful as it can backfire. The fourth approach is that I edit the contract to my liking. I sign it and provide an encrypted & certificate signed digital copy or hard copy with my inked signature. I notify the contact that I'm corresponding with that I have modified the contract, and ask that they review it to ensure it is still within their expectations. The issue generally becomes a non-issue at that point, but I personally don't like doing this. Hope my answer helps you! Also, I'm going to be following this, so if you other readers have any input on these ideas please let me know your thoughts!