When drafting a contract, take the time to do it right


This week, I spent several days working on revisions to a contract with a potential vendor. We actually negotiated all the major items (like the costs and timeline) before starting on the contract, and it was the vendor’s job to send me a contract draft reflecting those agreed-upon points. Well, the document I received was sloppy at best, and it took me an entire day just to compare the contract to the signed proposal and insert what they left out. Getting the rest of the document into a sensible form took several days more.

This is a poor way to do business. If the vendor didn’t have the time or inclination to make the necessary edits prior to sending over the contract, they should have either told me they needed more time to do it right, or sent me an unmodified draft and asked that I take care of all the changes. Instead, I was presented with a work-in-progress that I had to decipher like a puzzle.

There’s nothing wrong with asking the other party to do their fair share of the work. But if you decide to take on the responsibility of making changes to a contract based on a series of prior discussions, be sure that you follow through and actually send over a fully-updated document. If you instead do the bare minimum and leave a bunch of things unfinished, you’ll end up looking sloppy and careless, which reduces the other party’s perceptions of you and ultimately hurts your negotiating position.